CARAVEL MINERALS LIMITED — Director's Dealing 2013

Jan 30, 2013

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity	Caravel Minerals Limited
ABN	120 069 089

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Marcel Hilmer
Date of last notice	30 November 2012

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Celeste Leonie Hilmer (Wife)
Date of change	25/01/2013
No. of securities held prior to change	Celeste Leonie Hilmer 948,054 Ordinary Shares
Class	Ordinary Shares
Number acquired	600,000
Number disposed	-

• See chapter 19 for defined terms.

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration includes brokerage/gst Note: If consideration is non-cash, provide details and estimated valuation	$21,231
No. of securities held after change	Celeste Leonie Hilmer 1,548,054 Ordinary Shares
Nature of change Example: on-market trade, off- market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	On Market Trade

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Executive Services Agreement
Nature of interest	Securities to be issued subject to shareholder approval
Name of registered holder (if issued securities)	N/A
Date of change	29/1/2013
No. and class of securities to interest related prior to change Note: Details are only required for a c in relation to which the interest has cha	o Subject to shareholder approval 7,500,000 million, three year options with an exercise price of $0.04 per option. 2,500,000 options will vest upon the company acquiring a major new asset. Subject to a major new asset being acquired, 2,500,000 options will vest on 19 November 2013 and 2,500,000 options willvest on 19 November 2014.
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	Subject to Shareholder approval, 7,500,000 Shares in a Company approved employee share scheme at an issue price of$0.04per share or theprice determined bythe scheme;or

• See chapter 19 for defined terms.

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

Options each with an expiry date that is three years from the date of grant and exercisable at $0.04 per Option and vesting as follows: 2,500,000 Options vesting on the Company acquiring a new major asset; 2,500,000 Options vesting on 19 November 2013 provided the Company has acquired a new major asset and the Executive remains an employee of the Company at 19 November 2013; 2,500,000 Options vesting on 19 November 2014 provided the Company has acquired a new major asset and the Executive remains an employee of the Company at 19 November 2014. Additionally, these options will only vest if prior to December 2013, a capital raising of at least $2.5M is concluded at a price not less than the volume weighted average price of the ninety (90) day VWAP preceding the capital raising.

Part 3 Closed Period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearancewas required?	No
If so, was prior written clearance provided to allow the trade to proceed duringthisperiod?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 3