Brockman Mining Limited — Capital/Financing Update 2014

Feb 13, 2014

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

Brockman Mining Limited (BCK)

ARBN

143 211 867

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)	Ordinary Shares
	487,500,000
	Fully paid ordinary

• See chapter 19 for defined terms.

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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	Yes
	A) 292,500,000 @ HK$0.4 (Ocean Line) B) 195,000,000 @ HK$0.4 (China Guoyin)
	Subscription of shares to Ocean Line Holdings Ltd and China Guoyin Investments (HK) Ltd following the passing of shareholders’ resolutions on the Special General Meeting held on 13 February 2014. A) Proceeds to redeem in full the US$4 million bond issued on 12 November 2013 and subscribe for the shares of the Company for general working capital and project development purpose B) Proceeds of HK$78,000,000 will be used to subscribe for the shares of the Company for general working capital and project development purpose
	No

• 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 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	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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7 Dates of entering +securities A) 13 February 2014 into uncertificated holdings or B) 13 February 2014 despatch of certificates

Number +Class 8 Number and +class of all 8,381,982,131 Ordinary fully paid +securities quoted on ASX shares ( including the securities in section 2 if applicable) 15,000,000 Listed options exercisable at A$0.20 on or before 30 September 2014

• 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)	Number	+Class
	83,400,000 88,100,000 88,100,000 3,750,000 3,750,000 76,600,000 76,600,000	Options exercisable at HK$0.72, expiry date 13 December 2015 Options exercisable at HK$0.717, expiry date 14 January 2016 Options exercisable at HK$0.967, expiry date 14 January 2016 Options exercisable at HK$0.717, expiry date 28 February 2016 Options exercisable at HK$0.967, expiry date 14 February 2016 Options exercisable at HK$0.717, expiry date 20 May 2016 Options exercisable at HK$0.967, expiry date 20 May 2016

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

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	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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 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	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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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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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• 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)

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

Number +Class

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotati o n of our a d ditional[+] s e curities is in ASX’s ab s olute discr e tion. AS X may quot e the[+] secu r ities on an y condition s it decides.

• 2 We warrant the follo w ing to AS X .

• T h e issue of t he[+] securit i es to be q u oted comp l ies with t h e law and is n o t for an ill e gal purpos e .

• T h ere is no reason w h y those[+] s ecurities s h ould not be grante d +quotation.

• A n offer of t h e[+] securiti e s for sale w ithin 12 m onths afte r their issu e w i ll not requ i re disclosu r e under s e ction 707(3) or sectio n 1012C(6) of t h e Corporat i ons Act. No t e: An entity may need to obtain a p propriate warra n ties from subscri b ers for the securiities in order to b e abl e to give this warr a nty

• S e ction 724 or section 1 0 16E of the C orporatio n s Act does n ot apply t o a n y applicati o ns receiv e d by us i n relation t o any[+] sec u rities to b e q u oted and that no‐one has any ri g ht to retu r n any[+] sec u rities to b e q u oted unde r sections 7 3 7, 738 or 1 0 16F of the C orporatio n s Act at th e ti m e that we r equest tha t the[+] secur i ties be quoted.

• If we are a tr u st, we war r ant that n o person ha s the right to return th e +s e curities to be quoted u nder secti o n 1019B of t he Corpor a tions Act at t h e time that we request that the[+] s e curities be quoted.

• 3 We will i n demnify A S X to the f u llest extent permitted b y law in r e spect of an y claim, ac t ion or exp e nse arisin g from or c onnected w ith any b r each of th e warrantie s in this ag r eement.

• 4 We give A SX the in f ormation a n d documents require d by this f o rm. If an y informati o n or doc u ment not available n ow, will g ive it to A SX befor e +quotatio n of the[+] se c urities be g ins. We acknowledg e that ASX i s relying o n the infor m ation and d ocuments . We warrant that th e y are (will b e) true an d complete.

Sign h ere: ............................................................ Date: 13 F ebruary 2 0 14 (Director/ ~~C ompany s~~ ~~e cretary)~~

Print n ame: Mr. Chan K am Kwan, Jason

• See c h apter 19 for d efined terms. Appen d ix 3B Page 10

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