CARNAVALE RESOURCES LIMITED — Share Issue/Capital Change 2016

Apr 10, 2016

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CARNAVALE RESOURCES LIMITED 11 April 2016

CARNAVALE RESOURCES

(A.C.N 119 450 243)

ASX Code: CAV Shares: 458.0M Options: 186.2M (Nov 2016 @ $0.03) 60.0M (Dec 2019 @ $0.02) Perf Shares 21.0M

M. Cap $4.58M (@ $0.01)

The Manager ASX Market Announcements ASX Ltd Level 4, 20 Bridge Street Sydney, NSW 2000

Correction to Appendix 3B Notice Dated 8 April 2016

Carnavale Resources Ltd (ASX: CAV, the “Company”) refers to the Appendix 3B lodged on 8 April 2016 and advises of a correction to the expiry date of the unlisted options issued on that date. The Appendix 3B dated 8 April 2016 advised an expiry date of 30 December 2016. The correct expiry date is 30 December 2019.

Directors

Ron Gajewski (Chairman) Andrew Beckwith (MD) Rhett Brans (NED)

Andrew Chapman (NED)

Please find attached a replacement Appendix 3B which corrects errors in sections 3 and 9 of Part 1.

Yours faithfully

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

Paul Jurman Company Secretary

Exploration is currently advancing a prospective gold-silver-copper project located in Nevada, USA.

Office

Level 2, Suite 9 389 Oxford Street Mt Hawthorn, WA 6016

Post

PO Box 281 Mt Hawthorn, WA 6915

Contact Details

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

1

www.carnavaleresources.com

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Ru le 2 .7 ,3 .1 .3 ,3 .1 .4 ,3 .1 .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.

Introdu ced 0 /0 /9 O rigin:Ap p endix Am ended 0 /0 /9 ,0 /0 /9 ,0 /0 /0 ,3 /0 /0 ,1 /0 /0 ,0 /0 /0 ,2 /1 /0 ,0 /0 /1 , /0 /1

N am e ofentity

Carnavale Resources Limited

ABN

49 119 450 243

W e (the entity)give ASX the follow ing inform ation.

Part 1 - All issues

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

+Clas s of+s ec rities is s ed or to b e is s ed N m b er of +s ec rities is s ed or to b e is s ed (if kno n) or m a im m n m b er hich m ay b e is s ed Princip al term s of the +s ec rities (e.g. if op tions , e ercis e p rice and e p iry date;if p artly p aid +s ec rities , the am o nt o ts tanding and d e dates for p aym ent; if +convertib le s ec rities , the convers ion p rice and dates for convers ion)	1. Ordinary shares 2. Unlisted options 3. Unlisted options
	1. 87,500,000 Ordinary shares 2. 20,000,000 Unlisted options 3. 40,000,000 Unlisted options
	1. Fully paid ordinary shares ranking equally with existing shares. 2. Each unlisted option is to subscribe for one ordinary share at an issue price of 2 cents, with an expiry date of 30 December 2019. 3. Each unlisted option is to subscribe for one ordinary share at an issue price of 2 cents, with an expiry date of 30 December 2019.

• See chap ter 1 for defined term s .

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Do the +s ec rities rank eq ally in all res p ects from the +is s e date ith an e is ting +clas s of q oted +s ec rities ? If the additional +s ec rities do not rank eq ally,p leas e s tate:  the date from hich they do  the e tent to hich they p articip ate for the ne t dividend, (in the cas e of a tr s t, dis trib tion) or interes t p aym ent  the e tent to hich they do not rank eq ally,other than in relation to the ne t dividend, dis trib tion or interes t p aym ent Is s e p rice or cons ideration P rp os e ofthe is s e (If is s ed as cons ideration for the acq is ition ofas s ets ,clearly identify thos e as s ets ) a Is the entity an +eligib le entity that has ob tained s ec rity holder ap p roval nder r le . A? IfYes ,com p lete s ections b – h in rela tion to the +securitiesthe sub jectofthisAppend ix3B,and com p ly ith s ection i b The date the s ec rity holder res ol tion nder r le . A as p as s ed c N m b er of +s ec rities is s ed itho t s ec rity holder ap p roval nder r le .	The ordinary shares rank equally with existing quoted shares (CAV). The unlisted options do not rank equally with an existing class of quoted securities.
	1. $0.008 per share. 2. Non-cash issue – issued as part of remuneration arrangements. 3. $0.00001per share
	1. 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. 2. Refer above. 3. To provide funding for ongoing working capital.
	Yes.
	24 November 2015.
	N/A.

• See chap ter 1 for defined term s .

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d N m b er of +s ec rities is s ed ith s ec rity holder ap p roval nder r le . A e N m b er of +s ec rities is s ed ith s ec rity holder ap p roval nder r le . , or another s p ecific s ec rity holder ap p roval (s p ecify date ofm eeting) f N m b er of +s ec rities is s ed nder an e cep tion in r le . g If +s ec rities is s ed nder r le . A, as is s e p rice at leas t % of day VW AP as calc lated nder r le . A. ? Incl de the +is s e date and b oth val es . Incl de the s o rce ofthe VW AP calc lation. h If +s ec rities ere is s ed nder r le . A for non-cas h cons ideration, s tate date on hich val ation of cons ideration as releas ed to ASX M arket Anno ncem ents i Calc late the entity’s rem aining is s e cap acity nder r le . and r le . A – com p lete Anne re and releas e to ASX M arket Anno ncem ents +Is s e dates N ote: The is s e date m ay b e p res crib ed b y ASX (refer to the definition of is s e date in r le . ). For e am p le,the is s e date for a p ro rata entitlem ent is s e m s t com p ly ith the ap p licab le tim etab le in Ap p endi A. Cros s reference:item ofAp p endi B. N m b er and +clas s of all +s ec rities q oted on ASX (includ ing the +s ec rities in s ection ifap p licab le)	N/A.	N/A.
	1. 87,500,000 Ordinary shares 2. 20,000,000 Unlisted options 3. 40,000,000 Unlisted options The above securities were issued following shareholder approval received at the Company’s General Meetingheld on 23 March 2016.
	N/A.
	N/A.
	N/A
	Listing rule 7.1 – 68,700,000. Listing rule 7.1A – 45,800,000.
	8 April 2016
	Number	+Class
	458,000,000	Ordinary Shares (CAV).

• See chap ter 1 for defined term s .

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N m b er +Clas s N m b er and +clas s of all 186,208,836 Unlisted Options +s ecu rities not q u oted on ASX exercisable at 3 cents on ( includ ing the +s ecu rities in or before 30 November 2016. s ection 2 ifap p licab le) 60,000,000 Unlisted Options exercisable at 2 cents on or before 30 December 2019. 7,103,180 Related B Performance Shares Class Performance converting to fully paid Shares ordinary shares on a 1 13,896,820 Unrelated B for 1 basis on Class Performance satisfaction of specified Shares conditions

• Dividend p olicy (in the cas e ofa tru s t,dis trib u tion p olicy)on the increas ed cap ital(interes ts ) Is s ecu rity holder ap p roval req u ired? Is the is s u e renou nceab le or nonrenou nceab le? Ratio in hich the +s ecu rities illb e offered

• +Clas s of +s ecu rities to hich the offer relates +Record date to determ ine entitlem ents W ill holdings on different regis ters (or s u b regis ters ) b e aggregated for calcu lating entitlem ents ?

No plans to pay dividends at this stage.

Part 2 - Pro rata issue – Not Applicable

• See chap ter 1 for defined term s .

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			Policy for deciding entitlem ents
			in relation to fractions
			N am es ofco ntries in hich the
			entity has s ec rity holders ho
			ill not b e s ent ne offer
			doc m ents
			N ote:Sec rity holders m s t b e told ho their
			entitlem ents are to b e dealt ith.
			Cros s reference:r le . .
			Clos ing date for receip t of
			accep tances or ren nciations
			N am es ofany nder riters
			Am o nt of any nder riting fee
			or com m is s ion
			N am es of any b rokers to the
			is s e
			Fee or com m is s ion p ayab le to
			the b roker to the is s e
			Am o nt of any handling fee
			p ayab le to b rokers ho lodge
			accep tances or ren nciations on
			b ehalfofs ec rity holders
			If the is s e is contingent on
			s ec rity holders ’ ap p roval, the
			date ofthe m eeting
			Date entitlem ent and accep tance
			form and offer doc m ents illb e
			s ent to p ers ons entitled
			If the entity has is s ed op tions ,
			and the term s entitle op tion
			holders to p articip ate on
			e ercis e, the date on hich
			notices ill b e s ent to op tion
			holders
			Date rights trading illb egin (if
			ap p licab le)
			Date rights trading ill end (if
			ap p licab le)

• See chap ter 1 for defined term s .

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		Ho do s ec rity holders s ell	Ho do s ec rity holders s ell
		their entitlem ents _infull_thro gh
		a b roker?
		Ho do s ec rity holders	s ell_pa rt_
		of their entitlem ents thro gh a
		b roker and accep t	for the
		b alance?
		Ho do s ec rity holders	dis p os e
		of their entitlem ents (e	cep t b y
		s ale thro gh a b roker)?
		+Is s e date

Part 3 - Quotation of securities

Youneed onlycom plete thissectionifyoua re a pplying forquota tionofsecurities

• Typ e of[+] s ecu rities ( tick one )

• (a) √ +Secu rities des crib ed in Part 1 – only ith res p ect to ordinary s hares .

• (b ) Allother[+] s ecu rities

Ex am p le:res tricted s ecu rities at the end of the es crow ed p eriod,p artly p aid s ecu rities that b ecom e fu lly p aid, em p loyee incentive s hare s ecu rities hen res triction ends ,s ecu rities is s u ed on ex p iry or convers ion ofconvertib le s ecu rities

Entities that have ticked box 34(a)

Additionals ecu rities form ing a new clas s ofs ecu rities

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

• Ifthe[+] s ecu rities are[+] eq u ity s ecu rities ,the nam es ofthe 2 larges t holders ofthe additional[+] s ecu rities ,and the nu m b er and p ercentage ofadditional[+] s ecu rities held b y thos e holders

• Ifthe[+] s ecu rities are[+] eq u ity s ecu rities ,a dis trib u tion s chedu le ofthe additional +s ecu rities s etting ou t the nu m b er ofholders in the categories -1 ,0

• ,0 -5 ,0

• ,0 -1 ,0

• ,0 -1 ,0 ,0 and over

• A cop y ofany tru s t deed for the additional[+] s ecu rities

Entities that have ticked box 34(b)

• See chap ter 1 for defined term s .

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N m b er of +s ec rities for hich +q otation is s o ght +Clas s of +s ec rities for hich q otation is s o ght Do the +s ec rities rank eq ally in allres p ects from the +is s e date ith an e is ting +clas s of q oted +s ec rities ? If the additional +s ec rities do not rank eq ally,p leas e s tate:  the date from hich they do  the e tent to hich they p articip ate for the ne t dividend, (in the cas e of a tr s t,dis trib tion) or interes t p aym ent  the e tent to hich they do not rank eq ally,other than in relation to the ne t dividend, dis trib tion or interes t p aym ent Reas on for req es t for q otation no E am p le:In the cas e ofres tricted s ec rities ,end ofres triction p eriod (if is s ed p on convers ion of another +s ec rity,clearly identify that other +s ec rity) N m b er and +clas s of all +s ec rities q oted on ASX (includ ing the +s ec rities in cla s e )
	N m b er	+Clas s

• See chap ter 1 for defined term s .

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Qu otation agreem ent

• +Qu otation ofou r additional+s ecu rities is in ASX’s ab s olu te dis cretion. ASX m ay q u ote the[+] s ecu rities on any conditions it decides .

W e w arrant the follow ing to ASX.

• The is s u e ofthe[+] s ecu rities to b e q u oted com p lies ith the law and is not for an illegalp u rp os e.

• There is no reas on hy thos e +s ecu rities s hou ld not b e granted +q u otation.

• An offer ofthe[+] s ecu rities for s ale ithin m onths after their is s u e illnot req u ire dis clos u re u nder s ection 7 (3 )or s ection 1 C(6 )of

• the Corp orations Act.

N ote:An entity m ay need to ob tain ap p rop riate arranties from s u b s crib ers for the s ecu rities in order to b e ab le to give this arranty

• Section 7 or s ection 1 E ofthe Corp orations Act does not ap p ly to any ap p lications received b y s in relation to any +s ecu rities to b e q u oted and that no-one has any right to retu rn any[+] s ecu rities to b e q u oted u nder s ections ,7 or F ofthe Corp orations Act at the tim e that w e req u es t that the[+] s ecu rities b e q u oted.

• Ifw e are a tru s t,w e w arrant that no p ers on has the right to retu rn the +s ecu rities to b e q u oted u nder s ection 1 Bofthe Corp orations Act at the tim e that w e req u es t that the[+] s ecu rities b e q u oted.

• W e w illindem nify ASX to the fu lles t ex tent p erm itted b y law in res p ect ofany claim ,action or ex p ens e aris ing from or connected ith any b reach of the arranties in this agreem ent.

• W e give ASX the inform ation and docu m ents req u ired b y this form . Ifany inform ation or docu m ent is not availab le now ,w e illgive it to ASX b efore +q u otation ofthe +s ecu rities b egins . W e acknow ledge that ASX is relying on the inform ation and docu m ents . W e w arrant that they are (w illb e)tru e and com p lete.

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Sign here: ........................................................... Date:1 Ap ril2 . (Director/Com p any s ecretary) Print nam e: P Jurman

• See chap ter 1 for defined term s .

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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	223,785,348
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	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. 73,714,652 ordinary shares issued on 9 February 2016 as part of a private placement to sophisticated investors. Shareholder approval given at the general meeting on 23 March 2016. 87,500,000 shares issued to shareholders as part of a private placement to sophisticated investors on 8 April 2016. Prior shareholder approval given at the general meeting on 23 March 2016.
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	458,000,000
Step 2: Calculate 15% of “A”

• See chap ter 1 for defined term s .

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“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	68,700,000
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	N/A.
“C”	-
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	68,700,000
Subtract“C” Note: number must be same as shown in Step 3	-
Total[“A” x 0.15] – “C”	68,700,000 [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	68,700,000
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	N/A.
“C”	-
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	68,700,000
Subtract“C” Note: number must be same as shown in Step 3	-
Total[“A” x 0.15] – “C”	68,700,000 [Note: this is the remaining placement capacity under rule 7.1]

capacity under rule 7.1
“A” x 0.15	68,700,000
Note: number must be same as shown in Step 2
Subtract“C”	-
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	68,700,000
	[Note: this is the remaining placement capacity
	under rule 7.1]

• See chap ter 1 for defined 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”	458,000,000
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	45,800,000
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that
has already been used
Insertnumber of +equity securities issued or	N/A.
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

has already been used
Insertnumber of +equity securities issued or	N/A.
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”	-
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	45,800,000
Note: number must be same as shown in Step 2
Subtract“E”	-
Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	45,800,000.
	Note: this is the remaining placement capacity
	under rule 7.1A

• See chap ter 1 for defined term s .

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