CORE LITHIUM LTD — Share Issue/Capital Change 2011

Feb 9, 2011

SCHEDULE 5 – Option Terms

1. Each Option will entitle the holder ( Optionholder ) to subscribe for one fully paid ordinary share (Share) in Core Exploration Limited (ACN 146 287 809) ( Company ) (subject to possible adjustments referred to in paragraphs 10, 11 and 12 below).

2. Each Option is exercisable at any time after the date of Completion and before 5:00pm Adelaide time on 30 June 2014 ( Expiry Date ). Options not exercised before the Expiry Date will lapse.

• The exercise price of each Option is $0.25 ( Exercise Price ).

1. Options are exercisable by notice in writing to the Company, delivered to the registered address of the Company and accompanied by the full payment of the Exercise Price in cleared funds.

2. Some or all of the Options may be exercised at any one time or times prior to the Expiry Date provided that no less than 10,000 Options are exercised at any one time.

3. Shares issued pursuant to the exercise of any of the Options will rank in all respects on equal terms with the existing Shares in the Company.

4. The Company will not seek to have the Options admitted to the official list of ASX and the Options will not be listed on ASX. The Company will make application for new Shares allotted on exercise of the Options to be admitted to the official list of entities maintained by ASX.

5. Each Option will be freely transferable at any time before the Expiry Date.

6. Options will not entitle the Optionholder to participate in any new issue of securities by the Company unless the Option has been duly exercised prior to the relevant record date. The Company will ensure that for the purposes of determining entitlements to participate in any new issues of securities to holders of Shares, that the record date will be at least seven business days after the date the issue is announced.

7. If there is a bonus issue to the holders of Shares:

• 10.1 the number of Shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue; and

• 10.2 no change will be made to the Exercise Price.

1. If, prior to the Expiry Date the issued capital of the Company is reorganised, the rights of the Optionholder may be varied to comply the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

2. If the Company makes a rights issue (other than a bonus issue), the Exercise Price of Options on issue will be reduced in accordance with the following formula:

New Option Exercise Price = O – E(P – (S + D)) (N + 1)

Where:

O = the old Exercise Price of the Option;

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• E = the number of underlying Shares into which one Option is exercisable;

• P = the volume weighted average price per Share recorded on the official list of ASX during the 5 trading days ending on the day before the ex rights date or ex entitlements date;

• S =

  • the subscription price for a Share under the pro rata issue;

• D = the dividend due but not yet paid on existing underlying Shares (except those to be issued under the pro rata issue); and

• N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

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ACN 146 287 809

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Terms and Conditions of Advisor Options

A summary of the terms and conditions of the Options is as follows:

1. Each Option entitles the holder to acquire one fully paid ordinary share in the Company.

2. The Options may be exercised at any time prior to expiry. Each Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed together with payment of the sum of twenty five cents (25c) per Option exercised. The Options will lapse at 5pm WST on 31 October 2014. If the Company is not admitted to the official list of entities managed by ASX, or does not undertake a successful reverse takeover transaction within 6 months of the issue of the Advisor Options, all Advisor Options will lapse.

3. The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time prior to expiry. This right is subject to any restrictions on the transfer of an Option that may be imposed by ASX in circumstances where the Company is listed on ASX.

4. There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

5. Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application monies. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the Company in all respects. The Company will not apply for quotation of the Options on ASX, however, it will, pursuant to the exercise of an Option, apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the ASX Listing Rules.

6. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Optionholder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

7. If there is a bonus issue to shareholders, the number of shares over which the Option is exercisable may be increased by the number of shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

8. In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.