BREAKTHROUGH MINERALS LIMITED — Capital/Financing Update 2014

Aug 13, 2014

==> picture [307 x 142] intentionally omitted <==

==> picture [237 x 141] intentionally omitted <==

14 August 2014

COMPLETES PRIVATE PLACEMENT $1.4M FUND MINING OPERATION INITIATIVES, MALAWI POWER STATION DEVELOPMENT AND LOGISTICS FEASIBILITY

IEC is pleased to announce it has completed a private placement to sophisticated investors of 51,851,852 ordinary shares in IEC at a price of $0.027 (2.7c) per ordinary share to raise $1.4m, before transaction costs. Each shareholder participating in the private placement will receive two unlisted options for nil consideration for every five ordinary shares. The options will be exercisable at any time prior to 31 August 2015 at an exercise price of $0.05 (5c).

The company was pleased that the private placement was oversubscribed.

The Placement will be conducted in two tranches:

• Tranche 1 —issue of 27,777,778 new fully paid ordinary shares to raise $750,000. Settlement of Tranche 1 is 15 August 2014. Tranche 1 is issued to sophisticated investors

• Tranche 2 —issue of 24,074,074 new fully paid ordinary shares to raise $650,000 subject to shareholder approval at IEC’s Annual General Meeting proposed to be held in late October 2014. Tranche 2 will be issued to the Directors and/or entities associated to Directors subject to shareholder approvals at IEC’s Annual General Meeting.

Under Tranche 1 of the Placement, IEC’s issued capital will be expanded by 13.4% and is therefore within IEC’s 25% total issuance capacity under ASX Listing Rules 7.1 and 7.1A respectively as approved by members at the 2013 AGM.

IEC plans to announce a Share Purchase Plan (SPP) also to existing ordinary shareholders. Further details will be lodged with the ASX shortly.

An Appendix 3B for Tranche 1 is attached.

Sources and Uses of funds

IEC intends to apply the funds raised by the placement for:

• Critical spares and preventative maintenance programme to increase production capacity and reduce mine operational risk;

• To complete the feasibility for an all-weather haul road at Tancoal;

• To support further expenditure for the development of the proposed Malawi power station; and

• Business development to secure additional customers in Eastern Africa and working capital.

The sources and uses of funds are outlined in the table in the Appendix.

p141857_002.doc

==> picture [307 x 142] intentionally omitted <==

IEC’s Chairman, Graeme Robertson, commented:

“We are pleased that the private placement was oversubscribed and welcome the new sophisticated shareholders participating in the offer. The Company will shortly announce a Share Purchase plan providing the opportunity for all shareholders to participate.

Having invested significantly over the past three years in building a dynamic coal operation in Eastern Africa, IEC is firmly on track to become the major coal supplier in the region and further develop its proposed 120MW coal-fired power station project in Malawi.”

Sincerely

==> picture [107 x 51] intentionally omitted <==

Graeme Robertson Chairman

For further information please contact:

Shareholder Enquiries

Jonathan Warrand Executive Director & CFO Intra Energy Corporation Limited Tel: (02) 9199 5511 www.intraenergycorp.com.au

ENDS

U.S. Persons Disclaimer

The shares to be issued under the Placement and offered under the Rights Issue (“Shares”) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (“Securities Act”) or the securities laws of any state or other jurisdiction of the United States. This ASX release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States, or to any person that is or is acting for the account or benefit of any U.S. person as defined in Regulation S under the Securities Act (“U.S. Person”). The Shares may not be taken up by a U.S. Person, and may not be offered, sold or resold in the United States or to, or for the account or benefit of, a U.S. Person, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction in the United States.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

Suite 2001, Level 20 Australia Square P +612 9199 5511 264 George Street, Sydney 2000 AUSTRALIA F +612 9247 8966

Page | 2 p141857_002.doc

www.intraenergycorp.com.au

==> picture [307 x 142] intentionally omitted <==

Appendix

Sources of Funds
	$ ‘000
Private Placement	1,400
TOTAL SOURCES OF FUNDS	1,400
Uses of Funds
	$ ‘000
Critical spares andpreventative maintenanceprogramme	270
Haul road feasibility	210
Malawi Power station development	100
Logistics improvements,business development and workingcapital	780
Issuance costs	40
TOTAL USES OF FUNDS	1,400

Suite 2001, Level 20 Australia Square P +612 9199 5511 264 George Street, Sydney 2000 AUSTRALIA F +612 9247 8966

Page | 3 p141857_002.doc

www.intraenergycorp.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

Name of entity

INTRA ENERGY CORPORATION LTD

ABN

65 124 408 751

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)	Fully paid ordinary shares Unlisted Options
	27,777,778 fully paid ordinary shares (Tranche 1) 11,111,107 unlisted options (Tranche 1)

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

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) 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	Yes, equally with all issued fully paid shares
	$750,000 (fully paid ordinary shares) Nil –(unlisted options)
	Refer ASX Announcement 14 August 2014
	Yes
	25 November 2013
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

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 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 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 section 2 if applicable)	Nil
	Nil
	Nil
	N/A
	N/A
	Attached Annexure
	18 August 2014
	Number	+Class
	318,102,703	IEC Fully Paid Ordinary

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	11,111,107 2,421,849 3,666,665 718,920 (633,880 lapsed June 2014) 743,644 581,000 (57,432 lapsed June 2014)	Ordinary options exercisable at 5 cents expiring 31 August 2015 IECAK Performance Rights expiring 28 September 2014 IECAO Performance Rights expiring 30 September 2015 Performance Rights expiring 30 September 2015 IECAU Performance Rights expiring 31 January 2015 IECPR2 Performance Rights expiring 31 January 2015

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

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

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.

Appendix 3B Page 5

01/08/2012

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 6

01/08/2012

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.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

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 in N/A 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 N/A 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 N/A +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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 [63 x 41] intentionally omitted <==

............................................................ Print name: Rozanna Lee Company Secretary

Date: 14 August 2014

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

• Insert number of fully paid ordinary 275,012,492 securities on issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities 2,454,000 (SPP 28 November 2013) issued in that 12 month period under an exception in rule 7.2 12,858,433 (SPP Shortfall February 2014)

• • 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

Subtract the number of fully paid ordinary securities cancelled during that 12 month period “A” 290,324,925

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 43,548,739 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of equity securities issued or 27,777,778 fully paid ordinary shares agreed to be issued in that 12 month period (Tranche 1 Placement) not counting those issued: 11,111,107 unlisted options (Tranche 1

• • Under an exception in rule 7.2 Placement) • 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

• “C” 38,888,885

==> picture [415 x 176] intentionally omitted <==

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

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 43,548,739
Note: number must be same as shown in
Step 2
Subtract “C” 38,888,885
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 4,659,854
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

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” 290,324,925 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 29,032,493

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or 0 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” 0

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Appendix 3B New issue announcement

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	29,032,493
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	29,032,493

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012