CARNAVALE RESOURCES LIMITED — Capital/Financing Update 2016

Feb 9, 2016

CAR N AVAL ER ES O U R CES L IM IT ED 9 February 2016

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CARNAVALE RESOURCES

Completion of First Tranche of Capital Raising

(A.C.N 119 450 243)

ASX Code: CAV Shares: 370.5M Options: 186.2M (Nov 2016 @ $0.03) Perf Shares 42.0M

M. Cap $3.7M (@ $0.01)

Directors

Ron Gajewski (Chairman) Andrew Beckwith (MD)

Rhett Brans (NED)

Andrew Chapman (NED)

Carnavale Resources Limited is an exploration and development company based in Perth, Western Australia.

Exploration is currently advancing two prospective gold-silver-copper projects located in Arizona and Nevada, USA.

Further to its announcement dated 3 February 2016, Carnavale Resources Ltd (ASX: CAV, the “Company”) confirms that the first tranche of the capital raising for 113,714,652 ordinary shares at an issue price of $0.008 each has been completed raising $909,717 (before costs of the issue).

The second tranche of the capital raising for up to 87.5 million ordinary shares at an issue price of $0.008 each to raise a further $700,000 to clients and or principals of Cicero and Directors of Carnavale will be issued subject to shareholder approval at a meeting of shareholders planned for March 2016.

The Company provides notice pursuant to ASX Listing Rule 3.10.5A that:

(a) Dilution to existing shareholders as a result of the issue

Number of Shares on issue prior to the Placement: 256,785,348

	Shares	Dilution
Placement issue under Shareholder Approval	40,000,000	10.79%
Placement issue under ListingRule 7.1	44,036,118	11.89%
Placement issue under ListingRule 7.1A	29,678,534	8.01%
Total Shares and Dilution as a result of the Placement	113,714,652	30.69%

Number of Shares on issue following the Placement: 370,500,000

Specifically regarding the Shares issued under LR 7.1A, the Company provides the following approximate details of existing shareholder participation:

Office

Level 1, Suite 5 The Business Centre 55 Salvado Rd. Subiaco, WA 6008

Post

PO Box 131 Subiaco, WA 6008

Contact Details

Ph +61 8 9380 9098 Fax +61 8 9380 6761 admin@carnavaleresources.com

The percentage of the post-placement capital held in aggregate by preplacement security holders who did not participate in the placement is 63.02%; the percentage of the post-placement capital held in aggregate by pre-placement security holders who did participate in the placement is 14.72% and the percentage of the post-placement capital held in aggregate by participants in the placement who were not previously security holders is 22.26%.

(b) The Company issued shares to sophisticated investors as it was considered to be the most efficient and expedient method for raising the funds required to achieve the stated objectives.

(c) No underwriting arrangements were in place for the placement.

(d) Commission for the placement was 6% (plus GST) for the majority of the funds raised.

1

w w w .carnavaleresources.com

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CAR N AVAL ER ES O U R CES L IM IT ED 9 February 2016

An Appendix 3B is attached with respect to the new shares 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:

• (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.

For further information contact:

Ron Gajewski

Chairman

Carnavale Resources Ltd

P: 08 9380 9098

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Append ix3B N ew issue announcem ent

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

Inform a tionord ocum entsnota va ila b le now m ustb e g iventoASX a ssoona sa va ila b le.Inform a tiona nd d ocum entsg iventoASX b ecom e ASX’spropertya nd m a yb e m a d e pub lic.

Introd uced 01/07/96 O rig in:Append ix5 Am end ed 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

N am e ofentity

Carnavale Resources Limited

ABN

49 119 450 243

W e (the entity) g ive ASX the following inform ation.

Part 1 - All issues

Youm ustcom plete the releva ntsections(a tta chsheetsifthere isnotenoug hspa ce).

1 +Classof+securitiesissued orto Ordinary shares b e issued 2 N um b erof[+] securitiesissued or 113,714,652 Ordinary shares to b e issued (if known) or m axim um num b er which m ay b e issued 3 Principa l term s of the Fully paid ordinary shares ranking equally with +securities (e.g . if options, existing shares exercise price and expiryd a te;if partly paid +securities, the am ount outsta nd ing and d ue d ates for pa ym ent; if +convertib le securities, the conversion price a nd d ate sfor conversion)

+See chapter19 ford efined term s.

Append ix3B Pag e 2

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4 Do the +securitiesrank equally in all respectsfrom the +issue d ate with a n existing +cla ssof quoted +securities? If the ad d itional +securitie sd o notrank equa lly,please sta te:  the d ate from which theyd o  the extent to which they participa te for the next d ivid end , (in the case of a trust, d istrib ution) or interestpaym e nt  the extentto which theyd o notra nk equally,othertha n in relation to the ne xt d ivid end , d istrib ution or interestpaym e nt 5 Issue price orconsid eration 6 Purpose ofthe issue (If issued as consid eration for the acquisition ofassets,clearly id entifythose assets) 6a Isthe entitya n +elig ib le e ntity that has ob taine d security hold erapprova lund errule 7.1A? IfYes,com ple te sections6b – 6h in rela tion to the +securitiesthe sub jectofthisAppend ix3B,and com plywith section6i 6b The d ate the security hold er resolution und errule 7.1A was passed 6c N um b er of +securities issued withoutsecurityhold erapproval und errule 7.1 6d N um b er of +securities issued with security hold er approval und errule 7.1A	Yes - the ordinary shares rank equally with existing quoted shares (CAV)
	$0.008 per share.
	To provide funding for ongoing working capital, existing project funding and the assessment of new investment opportunities in both the resource and non-resource sectors.
	Yes.
	24 November 2015.
	44,036,118 Ordinary shares.
	29,678,534 Ordinary shares.

+See chapter19 ford efined term s.

Append ix3B Pag e 3

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6e N um b er of +securities issued with security hold er approval und er rule 7.3, or another specific securityhold erapproval (specifyd ate ofm eeting ) 6f N um b er of +securities issued und era nexceptioninrule 7.2 6g If +securitiesissued und errule 7.1A,wasissue price a tleast75% of 15 d ay VW AP as ca lculated und errule 7.1A.3? Includ e the +issue d ate and b oth va lues. Includ e the source ofthe VW AP calcula tion. 6h If+securitieswere issued und er rule 7.1A for non-cash consid eration, sta te d ate on which valuation of consid eration was release d to ASX M arke tAnnouncem e nts 6i Calculate the entity’srem aining issue capacityund errule 7.1and rule 7.1A – com plete Annexure 1 and release to ASX M arket Announcem ents 7 +Issue d ates N ote: The issue d a te m ay b e prescrib ed b y ASX (referto the d efinition ofissue d ate in rule 19.12). Forexa m ple,the issue d a te fora pro rata entitle m entissue m ustcom plywith the applica b le tim e tab le inAppend ix7A. Crossreference:item 33 ofAppend ix3B. 8 N um b er a nd +class of all +securities quoted on ASX (includ ing the +se curities in section2ifapplicab le)	40,000,000 Ordinary shares – approved by shareholders at the AGM on 24 November 2015.	40,000,000 Ordinary shares – approved by shareholders at the AGM on 24 November 2015.
	N/A.
	Yes. Issue price: $0.008 Date on which the price at which the securities were issued was agreed: 2 February 2016. 15 day VWAP: $0.0064 (source IRESS) N/A
	N/A
	Listing rule 7.1 – 481,684. Listing rule 7.1A – Nil.
	9 February 2016
	Number	+Class
	370,500,000	Ordinary Shares (CAV).

+See chapter19 ford efined term s.

Append ix3B Pag e 4

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Append ix3B N ew issue announcem ent

9 N um b er a nd +class of all +securitiesnotquote d on ASX (includ ing the +se curities in section2ifapplicab le)	N um b er	+Class
	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

• 10 Divid end policy(inthe case ofa No plans to pay dividends at this stage. trust,d istrib utionpolicy) onthe increased capita l(interests)

Part 2 - Pro rata issue –Not Applicable

• 11 Is security hold er approva l required ?

• 12 Isthe issue renounceab le ornonrenounceab le?

• 13 Ratio in which the +securities willb e offered

• 14 +Classof+securitiestowhich the offerrelates

• 15 +Record d ate to d e te rm ine entitlem e nts

• 16 W ill hold ing s on d ifferent reg isters (or sub reg isters) b e ag g reg ated for ca lculating entitlem e nts?

• 17 Policy ford ecid ing entitle m ents inrelationtofractions

+See chapter19 ford efined term s.

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18	N am esofcountriesin which the
	entity hassecurity hold erswho
	will not b e sent new offer
	d ocum e nts
	N ote:Securityhold ersm ustb e told how their
	entitlem entsare tob e d ealtwith.
	Crossreference:rule 7.7.
19	Closing d ate for receipt of
	acceptancesorrenunciations
20	N am esofanyund erwriters
21	Am ountofanyund erwriting fee
	orcom m ission
22	N am es of any b rokers to the
	issue
23	Fee or com m ission paya b le to
	the b rokertothe issue
24	Am ount of any ha nd ling fee
	payab le to b rokers who lod g e
	acceptancesorrenunciationson
	b ehalfofsecurityhold ers
25	If the issue is conting e nt on
	security hold ers’ a pproval, the
	d ate ofthe m eeting
26	Date entitlem e nta nd acceptance
	form and offerd ocum e ntswillb e
	senttopersonsentitled
27	Ifthe e ntityhasissued options,
	and the term s e ntitle option
	hold ers to participa te on
	exercise, the d a te on which
	notices will b e sent to option
	hold ers
28	Date rig htstrad ing willb e g in (if
	applicab le)
29	Date rig htstrad ing will end (if
	applicab le)
30	How d o security hold ers sell
	theirentitlem ents_infull_throug h
	a b roker?

+See chapter19 ford efined term s.

Append ix3B Pag e 6

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Append ix3B N ew issue announcem ent

• 31 How d osecurityhold erssell pa rt of theirentitlem entsthroug h a b roker a nd accept for the b alance?

• 32 How d o securityhold ersd ispose oftheirentitlem e nts(exce ptb y sale throug h a b roker)?

• 33 +Issue d ate

Part 3 - Quotation of securities

Youneed onlycom plete thissectionifyoua re a pplying forquota tionofsecurities

• 34 Type of[+] securities ( tick one )

• (a) √ +Securitiesd escrib ed inPart1.

• (b ) Allother[+] securities

Exam ple:restricted securitie sa tthe e nd ofthe escrowed pe riod ,partlypaid securitiestha tb ecom e fullypa id , em ployee incentive sha re securitie swhenrestrictionend s,securitiesissued on expiryorconversionofconvertib le securities

Entities that have ticked box 34(a)

Ad d itionalsecuritiesform ing a new classofsecurities

Tick toind ica te youa re provid ing the inform a tion or d ocum ents

• 35 Ifthe[+] securitiesare[+] equitysecurities,the nam esofthe 20 larg esthold ersofthe ad d itional[+] securities,and the num b erand percentag e ofad d itional[+] securities held b ythose hold ers

• 36 Ifthe[+] securitiesare[+] equitysecurities,a d istrib ution sched ule ofthe ad d itiona l +securitiessetting outthe num b erofhold ersinthe ca te g ories 1-1,000

1,001-5,000 5,001-10,000 10,001-100,000 100,001and over

37 A copyofa nytrustd eed forthe ad d itiona l[+] securities

Entities that have ticked box 34(b)

• 38 N um b erof[+] securitiesforwhich +quota tionissoug ht

+See chapter19 ford efined term s.

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39 +Class of +securities for which quotationissoug ht 40 Dothe[+] securitiesrank equallyin all respe ctsfrom the +issue d ate with an existing +classofquoted +securities? If the ad d itional[+] securities d o notrank equa lly,please sta te:  the d ate from which theyd o  the exte nt to which they participa te for the next d ivid end , (in the case of a trust,d istrib ution) orinterest paym ent  the extentto which they d o notrank equa lly,othertha nin relation to the nextd ivid end , d istrib ution or interest paym ent 41 Reason forrequestforquotation now Exam ple:Inthe case ofrestricted securitie s,end ofrestrictionpe riod (if issued upon conversion of another[+] security,clearlyid entify thatother[+] security) N um b er +Class 42 N um b er and +class of all +securities quoted on ASX ( includ ing the[+] securitiesinclause 38)

+See chapter19 ford efined term s.

Append ix3B Pag e 8

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Append ix3B N ew issue announcem ent

Q uotationag reem ent

• 1 +Q uotation ofourad d itional+securitiesisin ASX’sab solute d iscre tion. ASX m ayquote the[+] securitiesonanycond itionsitd ecid es.

• 2 W e warrantthe following toASX.

• The issue ofthe[+] securitiestob e quoted com plieswith the law and is notforanilleg alpurpose.

• There is no reason why those +se curities should notb e g ranted +quotation.

• An offerofthe securitiesforsale within 12 m onthsaftertheirissue willnotrequire d isclosure und ersection 707(3) orsection 1012C(6) of the CorporationsAct.

N ote:An entitym ayneed toob ta in a ppropria te warrantie sfrom sub scrib ersforthe securitie sin ord ertob e ab le tog ive thiswarranty

• Section724 orsection1016Eofthe CorporationsActd oesnotapplyto anyapplicationsreceived b yusin relation to any[+] securitiesto b e quoted and thatno-one hasanyrig htto return any[+] securitiesto b e quoted und ersections737,738 or1016Fofthe CorporationsActatthe tim e thatwe requestthatthe[+] securitiesb e quoted .

• Ifwe are a trust,we warrantthatnopersonhasthe rig httoreturnthe +securitiestob e quoted und ersection1019B ofthe CorporationsActat the tim e thatwe requestthatthe[+] securitiesb e quoted .

• 3 W e willind em nifyASX tothe fullestextentperm itted b ylaw inrespectofany claim ,action orexpense arising from orconnected with anyb reach ofthe warrantiesinthisag reem ent.

• 4 W e g ive ASX the inform ation and d ocum entsrequired b ythisform . Ifany inform ation ord ocum entisnotavailab le now,we willg ive ittoASX b efore +quotation ofthe +securitiesb eg ins. W e acknowled g e thatASX isrelying on the inform ationand d ocum ents.W e warrantthattheyare (willb e) true and com plete.

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Sig nhere: ...........................................................Date:9 Feb ruary2016. (Director/Com panysecretary) Printnam e: P Jurman ==========

+See chapter19 ford efined term s.

Append ix3B Pag e 9

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Append ix3B N ew issue announcem ent

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	202,785,348
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	21,000,000 fully paid ordinary shares issued on 13 March 2015 as settlement of the acquisition to acquire Tojo Minerals Pty Ltd. Prior shareholder approval given at the general meeting on 26 September 2014. 32,500,000 ordinary shares and 16,250,000 unlisted options issued free on 26 June 2015 as part of a private placement to sophisticated investors. Shareholder approval given at the annual general meeting on 24 November 2015. 500,000 fully paid ordinary shares issued on 20 July 2015 on conversion of options. 40,000,000 shares issued to shareholders as part of a private placement to sophisticated investors on 9 February 2016. Prior shareholder approval given at the annual general meeting on 24 November 2015.
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	296,785,348
Step 2: Calculate 15% of “A”

+See chapter19 ford efined term s.

Append ix3B Pag e 10

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Append ix3B N ew issue announcem ent

“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	44,517,802
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	44,036,118 ordinary shares issued on 9 February 2016 as part of a private placement to sophisticated investors.
“C”	44,036,118
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	44,517,802
Subtract“C” Note: number must be same as shown in Step 3	44,036,118
Total[“A” x 0.15] – “C”	481,684 [Note: this is the remaining placement capacity under rule 7.1]

“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	44,517,802
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	44,036,118 ordinary shares issued on 9 February 2016 as part of a private placement to sophisticated investors.
“C”	44,036,118
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	44,517,802
Subtract“C” Note: number must be same as shown in Step 3	44,036,118
Total[“A” x 0.15] – “C”	481,684 [Note: this is the remaining placement capacity under rule 7.1]

capacity under rule 7.1
“A” x 0.15	44,517,802
Note: number must be same as shown in Step 2
Subtract“C”	44,036,118
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	481,684
	[Note: this is the remaining placement capacity
	under rule 7.1]

+See chapter19 ford efined term s.

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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

calculated
“A”	296,785,348
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	29,678,534
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that
has already been used
Insertnumber of +equity securities issued or	29,678,534 fully paid ordinary shares issued on 9
agreed to be issued in that 12 month period	February 2016 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

has already been used
Insertnumber of +equity securities issued or	29,678,534 fully paid ordinary shares issued on 9
agreed to be issued in that 12 month period	February 2016 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”	-
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement
capacity under rule 7.1A

capacity under rule 7.1A
“A” x 0.10	29,678,534
Note: number must be same as shown in Step 2
Subtract“E”	29,678,534
Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	Nil.
	Note: this is the remaining placement capacity
	under rule 7.1A

+See chapter19 ford efined term s.

Append ix3B Pag e 12

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