AUSTRALIAN VANADIUM LIMITED — Capital/Financing Update 2014

Jul 20, 2014

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Yellow Rock Resources Limited ABN 90 116 221 740 Address 420 Newcastle Street | West Perth | WA | 6005 Mailing Address PO Box 332 | Leederville | WA | 6903 web www.yellowrock.com.au p (08) 9227 6300 f (08) 9227 6400 e yrrinfo@yellowrock.com.au

21 July 2014

SUCCESSFUL PLACEMENT OF THIRD AND FINAL TRANCHE OF RIGHTS ISSUE SHORTFALL

Yellow Rock Resources Limited (“Yellow Rock”) is pleased to announce that, following the recent nonrenounceable pro-rata rights issue, Yellow Rock has successfully placed the third tranche of the Rights Issue Shortfall.

Yellow Rock has issued 243,616,864 fully paid ordinary shares at $0.01 per share to raise $2,436,168.64 (before costs) and 243,616,864 free attaching unlisted options exercisable at $0.015 each on or before 31 December 2017.

The total capital raised under the Rights Issue and Shortfall Placement to date is $3,362,027.

This completes the Company’s capital raising under the Rights Issue and Shortfall. The Company thanks everyone who supported the raising.

The Shortfall placement was made under Exception 3 of ASX Listing Rule 7.2, being an issue to make up the shortfall on a pro-rata issue to holders of ordinary securities.

The Company is very pleased to have completed this offering. The funds were raised on a costeffective basis and the investors’ confirmation of support for the Company and our projects and plans is appreciated.

We look forward to the next steps and progress with our projects.

Yours faithfully,

Syd Chesson Chairman

Enquiries:

Lorry Hughes BSc (Geology) MAusIMM Chief Executive Officer Phone: +61 8 9227 6300 Email: yrrinfo@yellowrock.com.au

Appendix 3B New issue announcement

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 Fully paid ordinary shares to be issued Unlisted options

• 2 Number of[+] securities issued 243,616,864 fully paid ordinary shares or to be issued (if known) or 243,616,864 unlisted options maximum number which may be issued

• See chapter 19 for defined terms.

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3 Principal terms of the Same as existing fully paid ordinary shares +securities (e.g. if options, exercise price and expiry date; Options exercisable at $0.015 each on or if partly paid[+] securities, the before 31 December 2017 amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally Yes – New Shares in all respects from the[+] issue date with an existing[+] class of No – free attaching options 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

$0.01 per New Share nil for each free attaching option

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Third tranche of Rights Issue Shortfall Placement. Funds raised from the issue will be used to progress the Company’s projects, meet the costs of the issue and for general working capital

• 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

Yes

If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

• See chapter 19 for defined terms.

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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 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	8 November 2013
	nil
	Nil
	Nil
	243,616,864 fully paid ordinary shares 243,616,864 unlisted options
	N/A
	N/A

• See chapter 19 for defined terms.

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6i Calculate the entity’s 7.1 101,911,823 remaining issue capacity under rule 7.1 and rule 7.1A – 7.1A 68,607,882 complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 18 July 2014 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)

Number +Class 686,078,823 Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	80,000,000 230,000,000 337,052,618 5,000,000 5,000,000	Partly paid shares Unlisted options exercisable at $0.025 each on or before 31/12/14 Unlisted options exercisable at $0.015 each on or before 31/12/17 Unlisted options exercisable at $0.03 each on or before 18/6/2019 Unlisted options exercisable at $0.06 each on or before 18/6/2019
	N/A

Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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15 +Record date to determine entitlements 16 Will holdings on different 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
	N/A
	N/A

• See chapter 19 for defined terms.

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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	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.

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through a broker?

• 31 How do security holders sell part of their entitlements through a broker and accept for the balance?

N/A

• See chapter 19 for defined terms.

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

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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally N/A 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 N/A 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)

• See chapter 19 for defined terms.

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Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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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.

• See chapter 19 for defined terms.

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Sign here: ............................................................ Date: ......................... (Director/Company secretary) Print name: ............ Simon Chesson .............................................

== == == == ==

• See chapter 19 for defined terms.

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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 • 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	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 Nil Nil
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	686,078,823

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	102,911,823
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 securities on different dates as separate line items	10,000,000 unlisted options issued to CEO on 18/6/14 Nil Nil
“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 Note: number must be same as shown in Step 2	102,911,823
Subtract“C” Note: number must be same as shown in Step 3	10,000,000
Total[“A” x 0.15] – “C”	92,911,823 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” 686,078,823 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 68,607,882 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued nil or agreed to be issued in that 12 month period under rule 7.1A 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

• See chapter 19 for defined terms.

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	68,607,882
Subtract“E” Note: number must be same as shown in Step 3	nil
Total[“A” x 0.10] – “E”	68,607,882 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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