CARNAVALE RESOURCES LIMITED — Capital/Financing Update 2015

Jul 19, 2015

CARNAVALE RESOURCES LIMITED 20 July 2015

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Exercise of Options

CARNAVALE RESOURCES

A.C.N 119 450 243

Shares: 2 2356 .7M Options: 1 68 6. 25 M Perf Shares 42.0M Cash: $0.95M (Mar 2015 Mar 2015) M.Cap $ 45 1 . 3 M (@ $0.0 19)2)

Carnavale Resources Ltd (ASX: CAV) confirms that it has issued 500,000 shares at an issue price of 3 cents per share to raise $15,000 arising on the conversion of unlisted options.

An Appendix 3B is attached with respect to the new securities issued and the Company gives notice that:

• it issued the securities without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (“Act”);

• this notice is being given under section 708A(5)(e) of the Act;

• as at today’s date, the Company has complied with:

Directors

Ron Gajewski (Chairman)

Andrew Beckwith (MD)

Klaus Eckhof (NED) Rhett Brans (NED) Rhett Brans (NED) Andrew Chapman (NED)

Carnavale Resources Limited is Andrew Chapman (NED) an exploration and development Carnavale Resources Limited is company based in Perth, an exploration and development Western Australia. company based in Perth,

Western Australia. Carnavale has two highly prospective gold-silver-copper Carnavale has two highly projects in Arizona and Nevada, prospective gold-silver-copper USA. projects in Arizona and Nevada,

• (i) the provisions of Chapter 2M of the Act as they apply to the Company; and

• (ii) section 674 of the Act; and

• as at today’s date there is no other information that is excluded information which is required to be set out in this notice pursuant to section 708A(6)(e) of the Act.

Yours Faithfully,

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Paul Jurman Company Secretary

USA.

Office Level 1, Suite 5 Office ~~The Bu~~ siness Centre Level 1, Suite 5 55 Salvado Rd. The Business Centre Subiaco, WA 6008 55 Salvado Rd.

Subiaco, WA 6008 Post PO Box 131 Post ~~Subia~~ co, WA 6008 PO Box 131 Subiaco, WA 6008 Contact Details Ph +61 8 9380 9098 Contact Details ~~Fax +61 8 93~~ 80 6761 Ph admin@carnavaleresources.com+61 8 9380 9098 Fax +61 8 9380 6761

admin@carnavaleresources.com

1

www.carnavaleresources.com

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

Carnavale Resources Limited

ABN

49 119 450 243

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 (e.g. 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
	500,000 Ordinary shares
	Fully paid ordinary shares ranking equally with existing shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the+securities rank equally 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 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 6d Number of+securities issued with security holder approval under rule 7.1A	Yes - the ordinary shares rank equally with existing quoted shares (CAV)
	3 cents per share on conversion of options.
	Conversion of 500,000 options.
	Yes.
	27 November 2014.
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 +Issue dates 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)	N/A	N/A
	500,000
	N/A
	N/A
	Listing rule 7.1 – 2,021,336. Listing rule 7.1A – 50,000.
	20 July 2015.
	Number	+Class
	256,785,348*	Ordinary Shares (CAV).
	Number	+Class

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	186,208,836 7,103,180 Related A Class Performance Shares 13,896,820 Unrelated A Class Performance Shares 7,103,180 Related B Class Performance Shares 13,896,820 Unrelated B Class Performance Shares	Unlisted Options exercisable at 3 cents on or before 30 November 2016. Performance Shares converting to fully paid ordinary shares on a 1 for 1 basis on satisfaction of specified conditions

• Includes 16,343,180 ordinary shares that are subject to a voluntary escrow to 28 August 2015.

• 10 Dividend policy (in the case of a No plans to pay dividends at this stage. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue – Not Applicable

• 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
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_through
	a broker?

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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 +Issue 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 40 Do the[+] securities rank equally 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

• See chapter 19 for defined terms.

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• 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.

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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 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.

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Sign here: ........................................................... Date: 20 July 2015. (Director/Company secretary) Print name: P Jurman == == == == ==

• See chapter 19 for defined terms.

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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 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	156,652,964
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	28,663,202 fully paid ordinary shares issued on 4 August 2014 as part of a private placement to sophisticated investors, shareholder approval given at the general meeting on 26 September 2014. 9,780,000 fully paid ordinary shares issued on 14 August 2014 and 720,000 fully paid ordinary shares issued on 10 October 2014 as payment of the Option fee to acquire Tojo Minerals Pty Ltd. Shareholder approval given at the general meeting on 26 September 2014. 5,969,182 fully paid ordinary shares issued to Directors, Mr Gajewski and Mr Beckwith on 10 October 2014 as part of a private placement to sophisticated investors, shareholder approval given at the general meeting on 26 September 2014. 21,000,000 fully paid ordinary shares issued on 13 March 2015 as settlement of the acquisition to acquire Tojo Minerals Pty Ltd. Shareholder approval given at the general meeting on 26 September 2014. 500,000 fully paid ordinary shares issued on 20 July 2015 on conversion of options.
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	223,285,348
Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B New issue announcement
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	33,492,802
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	1,000,000 ordinary shares issued as consideration for consulting services on 11 December 2014. 10,221,466 ordinary shares and 16,250,000 unlisted options issued free on 26 June 2015 as part of a private placement to sophisticated investors. 4,000,000 unlisted options issued as consideration for arranging the majority of the capital raising on 26 June 2015.
“C”	31,471,466
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	33,492,802
Subtract“C” Note: number must be same as shown in Step 3	31,471,466
Total[“A” x 0.15] – “C”	2,021,336 [Note: this is the remaining placement capacity under rule 7.1]

Appendix 3B New issue announcement
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	33,492,802
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	1,000,000 ordinary shares issued as consideration for consulting services on 11 December 2014. 10,221,466 ordinary shares and 16,250,000 unlisted options issued free on 26 June 2015 as part of a private placement to sophisticated investors. 4,000,000 unlisted options issued as consideration for arranging the majority of the capital raising on 26 June 2015.
“C”	31,471,466
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	33,492,802
Subtract“C” Note: number must be same as shown in Step 3	31,471,466
Total[“A” x 0.15] – “C”	2,021,336 [Note: this is the remaining placement capacity under rule 7.1]

capacity under rule 7.1
“A” x 0.15	33,492,802
Note: number must be same as shown in Step 2
Subtract“C”	31,471,466
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	2,021,336
	[Note: this is the remaining placement capacity
	under rule 7.1]

• See chapter 19 for defined terms.

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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” 223,285,348 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 22,328,535

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 22,278,534 fully paid ordinary shares issued on agreed to be issued in that 12 month period 26 June 2015 as part of a private placement to under rule 7.1A sophisticated investors. 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” 22,278,534

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement
capacity under rule 7.1A
“A” x 0.10	22,328,535
Note: number must be same as shown in Step 2
Subtract“E”	22,278,534
Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	50,000
	Note: this is the remaining placement capacity
	under rule 7.1A

• See chapter 19 for defined terms.

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