CORE LITHIUM LTD — Capital/Financing Update 2014

Dec 11, 2014

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ASX ANNOUNCEMENT

ASX : CXO

12[th] December 2014

Issue of Placement Shares and Unlisted Options

Core Exploration Limited (ASX:CXO) advises that 15,000,000 fully paid ordinary shares and 15,000,000 unlisted options with an exercise price of 10 cents and expiry of 31 January 2016 were today issued to professional, sophisticated and institutional investors at an issue price of 5.0 cents per share to raise $750,000 as announced by the Company on 1 December 2014.

An updated Appendix 3B seeking quotation of the shares is attached to this announcement.

For further information please contact:

Jaroslaw (Jarek) Kopias Company Secretary Core Exploration Ltd 08 7324 2987 info@coreexploration.com.au

A Level 2, 143 Hutt St, Adelaide SA 5000 | T (08) 7324 2987 | F (08) 8312 2002 | E info@coreexploration.com.au www.coreexploration.com.au

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

Core Exploration Limited

ABN

80 146 287 809

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 1. Ordinary Shares be issued 2. Unlisted options 2 Number of[+] securities issued or 1. 15,000,000 to be issued (if known) or 2. 15,000,000 maximum number which may be issued 3 Principal terms of the 1. Fully paid ordinary shares (Shares). +securities (e.g. if options, 2. Unlisted options with an exercise exercise price and expiry date; if partly paid +securities, the price of 10 cent per share and expiry of 31 January 2016 (Unlisted options). amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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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)	1. Yes 2. No. Unlisted options are not quoted, are not expected to be quoted and do not participate in dividends.
	1. 5 cents per share 2. Nil
	- Plan additional work on copper targets at Virginia and Copper Royals subject upcoming drill assay results from Core’s current copper- focussed drilling in the NT - Modelling and interpretation of potential drill targets within the highly prospective Bonya Schist utilising final AEM data on Core’s tenements adjacent to KGL’s Jervois project and close to Rox Resources’ spectacular copper intersections - Drilling of prioritised copper targets on Core’s Jervois Domain tenements Q1 2015 subject to interpretation and modelling of exploration results in the east Arunta NT - Provide the Company with working capital to enable it to support the acceleration of exploration activities over thegreater Albartaproject.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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	Yes
	30 October 2014
	1. 1,451,372 Shares 2. 15,000,000 Unlisted options
	1. 13,548,628 Shares 2. Nil Unlisted options
	Nil
	Nil
	Yes. The shares were issued on 12 December 2014. The issue price was 5.0 cents per share and the 15 day VWAP prior to the date of the issue was 5.2 cents per share. The VWAP calculation has been provided by AFSL licenced broker Pulse Markets Pty Ltd.
	Not applicable
	Rule 7.1 – 3,871,571 Rule 7.1A – 0

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	12 December 2014
	Number	+Class
	140,486,287 5,000,000 5,000,000 150,486,287	Ordinary shares Ordinary shares under voluntary escrow - restricted to 3 April 2015 Ordinary shares under voluntary escrow - restricted to 3 October 2015 Total Ordinary Shares
	Number	+Class
	1,000,000 200,000 15,000,000 200,000 16,400,000 9,675,000	Exercise price 10.00 cents. Expiry 31 October 2015 Exercise price 7.50 cents. Expiry 31 October 2015 Exercise price 10.00 cents. Expiry 31 January 2016 Exercise price 8.50 cents. Expiry 16 October 2016 Total unlisted options Unlisted performance rights

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

10 Dividend policy (in the case of a As per all other securities trust, distribution policy) on the increased capital (interests)

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?
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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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?
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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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.

Sign here: ............................................................ Date: 12 December 2014 Company secretary

Print name: Jaroslaw (Jarek) Kopias

== == == == ==

• 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	81,800,740 ordinary shares
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	15,000,000 ordinary shares issued on 27 February 2014 approved by shareholders at a general meeting held on 4 April 2014. 5,560,000 ordinary shares issued on 31 March 2014 under listing rule 7.2, exception 15. 4,440,000 ordinary shares issued on 17 April 2014 approved by shareholders at a general meeting held on 4 April 2014. 18,181,818 ordinary shares issued on 22 August 2014 approved by shareholders at a general meeting held on 30 October 2014. 10,000,000 ordinary shares issued on 3 October 2014 approved by shareholders at a general meeting held on 4 April 2014. 500,000 ordinary shares issued on 3 October 2014 under listing rule 7.2, exception 14. 3,729 ordinary shares issued on 16 October 2014 under listing rule 7.2, exception 4.
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	135,486,287

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 20,322,943

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

Insert number of[+] equity securities issued 1,451,372 ordinary shares issued on 12 or agreed to be issued in that 12 month December 2014 period not counting those issued: 15,000,000 unlisted options issued on 12 • Under an exception in rule 7.2 December 2014 with an exercise price of 10.00 cents and expiry of 31 January 2016 • 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

• “C” 16,451,372

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 20,322,943 Note: number must be same as shown in Step 2 Subtract “C” 16,451,372 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 3,871,571 [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” 135,486,287 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 13,548,628

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

Insert number of[+] equity securities issued 13,548,628 ordinary shares issued on 12 or agreed to be issued in that 12 month December 2014 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” 13,548,628

• See chapter 19 for defined terms.

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	13,548,628
Subtract“E” Note: number must be same as shown in Step 3	13,548,628
Total[“A” x 0.10] – “E”	0 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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