AUSTRALIAN VANADIUM LIMITED — Share Issue/Capital Change 2012

Feb 22, 2012

Appendix
3B New
issue
announcement

**Appendix

3B**

Rule
2.7,
3.10.3,
3.10.4,
3.10.5

**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
1/7/96.
Origin:
Appendix
5.
Amended
1/7/98,
1/9/99,
1/7/2000,
30/9/2001,
11/3/2002,
1/1/2003,
24/10/2005.

Name
of
entity

Yellow
Rock
Resources
Limited

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 (eg, 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)	Options (Unlisted)
	200,000,000
	Options exercisable at 2.5 cents each on or before 31 December 2014.

• See
  chapter
  19
  for
  defined
  terms.

24/10/2005

Appendix
3B
Page
1

Appendix
3B New
issue
announcement

4 Do the+securities rank equally in all respects from the date of allotment 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) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)
	No – unlisted options
	nil
	Pursuant to shareholder approval on 29 November 2011, the funds raised from the exercise of the options will be used to fund the Company’s future exploration programmes on its tenements at Gabanintha and Nowthanna and as general working capital.
	23 February 2012
	Number	+Class
	319,026,205 110,500,000	Ordinary Fully Paid Shares Options exercisable at 7 cents each on or before 30 September 2012

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  2

24/10/2005

Appendix
3B New
issue
announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	80,000,000 200,000,000	Partly Paid shares paid to 0.01 cents and fully payable to 3.9 cents Unlisted Options exerciseable at 2.5 cents on or before 31 December 2014
	Not Applicable

**Part

2
-­‐
Bonus
issue
or
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 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 issue 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	-
	-
	-
	-
	-
	-
	-
	-
	-

• See
  chapter
  19
  for
  defined
  terms.

1/1/2003

Appendix
3B
Page
3

Appendix
3B New
issue
announcement

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 prospectus or Product Disclosure Statement 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?
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
4

1/1/2003

Appendix
3B New
issue
announcement

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

-­‐

• 33 +Despatch
  date

-­‐

**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.

1/1/2003

Appendix
3B
Page
5

Appendix
3B New
issue
announcement

**Entities

that
have
ticked
box
34(b)**

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 date of allotment 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)

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

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  6

1/1/2003

Appendix
3B New
issue
announcement

**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
not
available
now,
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.

Sign
here:

==> picture [115 x 68] intentionally omitted <==

Date:
23
February
2012

Print
name: Simon
Chesson

==
==
==
==
==

• See
  chapter
  19
  for
  defined
  terms.

24/10/2005

Appendix
3B
Page
7