AUSTRALIAN VANADIUM LIMITED — Capital/Financing Update 2014

Sep 22, 2014

Rule
2.7,
3.10.3,
3.10.4,
3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information
or
documents
not
available
now
must
be
given
to
ASX
as
soon
as
available.
Information
and documents
given
to
ASX
become
ASX’s
property
and
may
be
made
public.

Introduced
01/07/96
Origin:
Appendix
5
Amended
01/07/98,
01/09/99,
01/07/00,
30/09/01,
11/03/02,
01/01/03,
24/10/05,
01/08/12, 04/03/13

Name
of
entity

Yellow
Rock
Resources
Ltd

ABN 90
116
221
740

We
(the
entity)
give
ASX
the
following
information.

Part 1 - All issues

You
must
complete
the
relevant
sections
(attach
sheets
if
there
is
not
enough
space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares
	3,497,000 issued 22 September 2014
	Same as existing fully paid ordinary shares

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
1

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes – new shares
	$0.015 per new share
	Exercise of $0.015 options expiring on 31 December 2017
	Yes
	8 November 2013
	Nil
	Nil

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil	Nil
	3,497,000 fully paid ordinary shares
	N/A
	N/A
	7.1 104,192,558 7.1A76,128,372
	3,497,000 issued 22 September 2014
	Number	+Class
	761,283,723

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
3

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	80,000,000 230,000,000 261,847,718 5,000,000 5,000,000	Partly paid shares Unlisted options exercisable at $0.025 each on or before 31/12/2014 Unlisted options exercisable at $0.015 each on or before 31/12/2017 Unlisted options exercisable at $0.03 each on or before 18/06/2019 Unlisted options exercisable at $0.06 each on or before 18/06/2019

• 10 Dividend
  policy
  (in
  the
  case
  of
  a trust,
  distribution
  policy)
  on
  the increased
  capital
  (interests)

N/A

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is
the
issue
renounceable
or
non-­‐ N/A renounceable? 13 Ratio
in
which
the[+] securities N/A will
be
offered 14 +Class
of
+securities
to
which
the N/A offer
relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers
(or
subregisters)
be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	N/A
	N/A
	N/A

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
5

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
6

04/03/2013

• 32 How
  do
  security
  holders
  dispose of
  their
  entitlements
  (except
  by sale
  through
  a
  broker)?

N/A

• 33 +Issue
  date

N/A

Part 3 - Quotation of securities

You
need
only
complete
this
section
if
you
are
applying
for
quotation
of
securities

• 34 Type
  of[+] securities ( tick
  one )

• (a) ✓ +Securities
  described
  in
  Part
  1

• (b)[All
  other
  ][+][securities
  ]

Example:
restricted
securities
at
the
end
of
the
escrowed
period,
partly
paid
securities
that
become
fully
paid, employee
incentive
share
securities
when
restriction
ends,
securities
issued
on
expiry
or
conversion
of
convertible securities

Entities that have ticked box 34(a)

**Additional

securities
forming
a
new
class
of
securities**

Tick
to
indicate
you
are
providing
the
information
or documents

• 35 If
  the[+] securities
  are[+] equity
  securities,
  the
  names
  of
  the
  20
  largest
  holders
  of
  the additional[+] securities,
  and
  the
  number
  and
  percentage
  of
  additional[+] securities held
  by
  those
  holders

• 36 If
  the[+] securities
  are[+] equity
  securities,
  a
  distribution
  schedule
  of
  the
  additional +securities
  setting
  out
  the
  number
  of
  holders
  in
  the
  categories 1
  -­‐
  1,000

• 1,001
  -­‐
  5,000

• 5,001
  -­‐
  10,000

• 10,001
  -­‐
  100,000

100,001
and
over

• 37 A
  copy
  of
  any
  trust
  deed
  for
  the
  additional[+] securities

Entities that have ticked box 34(b)

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
7

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
8

04/03/2013

**Quotation

agreement**

• 1 +Quotation
  of
  our
  additional +securities
  is
  in
  ASX’s
  absolute
  discretion.
  ASX may
  quote
  the[+] securities
  on
  any
  conditions
  it
  decides.

• 2 We
  warrant
  the
  following
  to
  ASX.

• The
  issue
  of
  the[+] securities
  to
  be
  quoted
  complies
  with
  the
  law
  and
  is not
  for
  an
  illegal
  purpose.

• There
  is
  no
  reason
  why
  those[+] securities
  should
  not
  be
  granted + quotation.

• An
  offer
  of
  the[+] securities
  for
  sale
  within
  12
  months
  after
  their
  issue will
  not
  require
  disclosure
  under
  section
  707(3)
  or
  section
  1012C(6)
  of the
  Corporations
  Act.

Note:
An
entity
may
need
to
obtain
appropriate
warranties
from
subscribers
for
the
securities
in
order
to
be able
to
give
this
warranty

• Section
  724
  or
  section
  1016E
  of
  the
  Corporations
  Act
  does
  not
  apply
  to any
  applications
  received
  by
  us
  in
  relation
  to
  any[+] securities
  to
  be quoted
  and
  that
  no-­‐one
  has
  any
  right
  to
  return
  any[+] securities
  to
  be quoted
  under
  sections
  737,
  738
  or
  1016F
  of
  the
  Corporations
  Act
  at
  the time
  that
  we
  request
  that
  the[+] securities
  be
  quoted.

• If
  we
  are
  a
  trust,
  we
  warrant
  that
  no
  person
  has
  the
  right
  to
  return
  the +securities
  to
  be
  quoted
  under
  section
  1019B
  of
  the
  Corporations
  Act
  at the
  time
  that
  we
  request
  that
  the[+] securities
  be
  quoted.

• 3 We
  will
  indemnify
  ASX
  to
  the
  fullest
  extent
  permitted
  by
  law
  in
  respect
  of
  any claim,
  action
  or
  expense
  arising
  from
  or
  connected
  with
  any
  breach
  of
  the warranties
  in
  this
  agreement.

• 4 We
  give
  ASX
  the
  information
  and
  documents
  required
  by
  this
  form.

If
any information
or
document
is
not
available
now,
we
will
give
it
to
ASX
before +quotation
of
the +securities
begins.
We
acknowledge
that
ASX
is
relying
on the
information
and
documents.
We
warrant
that
they
are
(will
be)
true
and complete.

==> picture [358 x 68] intentionally omitted <==

----- Start of picture text -----

Sign
here:
............................................................
Date:
.........................
(Director/Company
secretary)
Print
name:
.........................................................
==
==
==
==
==
----- End of picture text -----

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
9

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced
01/08/12
Amended
04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	349,026,205
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval	63,621,254 issued on 19/05/14 under Rights Issue 15,850,000 issued on 12/06/14 as First Tranche of Rights Issue Shortfall Placement 13,964,500 issued on 10/07/14 as Second Tranche of Rights Issue Shortfall Placement 243,616,864 issued on 18/07/14 as Third Tranche of Rights Issue Shortfall Placement 43,330,000 issued on 18/08/14 as First Exercise of 31/12/17 Options 16,806,000 issued on 20/08/14 as Second Exercise of 31/12/17 Options 2,008,650 issued on 29/08/14 & 2,000,000 issued on 02/09/14 as Third Exercise of 31/12/17 Options 7,263,250 issued on 5/9/14 and 300,000 issued on 8/9/2014 as Fourth Exercise of 31/12/17 Options 3,497,000 issued on 22/9/14 as Fifth Exercise of 31/12/17 Options Nil

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
10

04/03/2013

• Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	761,283,723
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	114,192,558
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of	10,000,000 unlisted options issued to CEO on 18/06/14 Nil Nil

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
11

securities on different dates as separate
line items
“C”	10,000,000

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15	113,668.008
Note: number must be same as shown in
Step 2
Subtract“C”	10,000,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	104,192,558
	[Note: this is the remaining placement
	capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	761,283,723
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	76,128,372
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	Nil

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
12

04/03/2013

Notes:	Notes:
•	This applies to equity securities – not
	just ordinary securities
•	Include here – if applicable – the
	securities the subject of the Appendix
	3B to which this form is annexed
•	Do not include equity securities issued
	under rule 7.1 (they must be dealt with
	in Part 1), or for which specific security
	holder approval has been obtained
•	It may be useful to set out issues of
	securities on different dates as separate
	line items
“E”		Nil
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A

“A” x 0.10	76,128,372
Note: number must be same as shown in
Step 2
Subtract“E”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E”	76,128,372

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013

Appendix
3B
Page
13