CLARA RESOURCES AUSTRALIA LTD — Capital/Financing Update 2017

Jun 15, 2017

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

Aus Tin Mining Limited

ABN

84 122 957 322

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)	1. Fully Paid Ordinary (FPO) Shares 2. Unlisted Options
	1. 15,000,000 2. 62,500,000
	1. FPO 2. Unlisted Options (exercisable at $0.02 expiring on 16 June 2020)

• See chapter 19 for defined terms.

Appendix 3B Page 1

25/11/2013

Appendix 3B New issue announcement

4 Do the +securities rank 1. Yes equally in all respects from the +issue date with an 2. N‐A, Unlisted options 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 1. Issued as collateral shares pursuant to Convertible Security Funding Agreement with the Australian Special Opportunity Fund, L.P, a fund managed by The Lind Partners, as announced. 2. Issued for no consideration pursuant to the Convertible Security Funding Agreement with the Australian Special Opportunity Fund, L.P, a fund managed by The Lind Partners, as announced. 6 Purpose of the issue In satisfaction of the Company’s requirements pursuant (If issued as consideration for to the Convertible Security Funding Agreement with the the acquisition of assets, Australian Special Opportunity Fund, L.P, a fund clearly identify those assets) managed by The Lind Partners, as announced. 6a Is the entity an[+] eligible entity Yes 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

• See chapter 19 for defined terms.

Appendix 3B Page 2

25/11/2013

Appendix 3B New issue announcement

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 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.	15 November 2016
	15,000,000 FPO (this allotment) 62,500,000 Unlisted Options (this allotment)
	N‐A
	N‐A
	N‐A
	N‐A
	329,914,487 Ordinary Shares
	16 June 2017

• See chapter 19 for defined terms.

Appendix 3B Page 3

25/11/2013

Appendix 3B New issue announcement

Number 8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable) 1,672,657,946 Number 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 56,000,000 258,556,032 7,000,000 62,500,000 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	Number	+Class
	1,672,657,946		Ordinary fully paid shares
			+Class Unlisted Options ($0.02 to 30.06.2017) Unlisted Options ($0.02 exercisable at the end of each calendar quarter through to 30.06.2017) Unlisted Options ($0.02 to 30.06.2017) Unlisted Options ($0.02 to 14.06.2020)
		Number	+Class
		56,000,000 258,556,032 7,000,000 62,500,000	Unlisted Options ($0.02 to 30.06.2017) Unlisted Options ($0.02 exercisable at the end of each calendar quarter through to 30.06.2017) Unlisted Options ($0.02 to 30.06.2017) Unlisted Options ($0.02 to 14.06.2020)

Part 2 - 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
16	Will holdings on different registers
	(or subregisters) be aggregated for
	calculating entitlements?

• See chapter 19 for defined terms.

Appendix 3B Page 4

25/11/2013

Appendix 3B New issue announcement

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 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.

Appendix 3B Page 5

25/11/2013

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 – Shares Only (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 38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 6

25/11/2013

Appendix 3B New issue announcement

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

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)

• See chapter 19 for defined terms.

Appendix 3B Page 7

25/11/2013

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.

Sign here:

==> picture [151 x 29] intentionally omitted <==

...... Date: 16 June 2017.....

~~(Director/C~~ ompany Secretary)

Print name: Karl Schlobohm

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

25/11/2013

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 25/11/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [434 x 384] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 1,438,779,987
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
150,696,141 (2016.10.28 – Rights Issue)
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities 68,181,818 (2016.09.08 – Private Placement.
issued in that 12 month period with
Ratified at AGM)
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
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A” 1,657,657,946
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 9

25/11/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 Multiply “A” by 0.15 248,648,692

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number 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 7,000,000 Unlisted Options (Fiscus Capital options issued 2016.11.07) • Under rule 7.1A 15,000,000 FPO (this allotment) • With security holder approval under rule 7.1 or rule 7.4 62,500,000 Unlisted Options (this allotment)

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

“C” 84,500,000

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 248,648,692 Note: number must be same as shown in Step 2 Subtract “C” 84,500,000 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 164,148,692

• See chapter 19 for defined terms.

Appendix 3B Page 10

25/11/2013

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” 1,657,657,946 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A”

“D” 0.10 Multiply “A” by 0.10 165,765,795

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 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” Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10	165,765,795
Note: number must be same as shown in
Step 2
Subtract“E”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E”	165,765,795

• See chapter 19 for defined terms.

Appendix 3B Page 11

25/11/2013