DEEP YELLOW LIMITED — Share Issue/Capital Change 2012

Dec 6, 2012

ASX Announcement

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ASX: DYL

7 December 2012

PERFORMANCE SHARE RIGHTS

Namibian-focussed advanced stage uranium explorer Deep Yellow Limited (‘DYL’ or the ‘Company’) (ASX: DYL) is pleased to advise that it has issued 5,500,000 performance share rights in Deep Yellow Limited to its Managing Director Mr Greg Cochran. The issue has been made following the receipt of approval at the Company’s recent Annual General Meeting.

The Performance Share Rights were issued in accordance with the terms of Mr Cochran’s Contract of Employment as part of his long term incentive and are consistent with the rules of the Deep Yellow Limited Awards Plan (Awards Plan). The Performance Share Rights are subject to certain vesting conditions and various Test Dates and are subject at all times to the recipient remaining employed by the Company.

Of the total number of Performance Share Rights issued to Mr Cochran 1,000,000 (18%) will vest if the recipient remains employed by the Company at each Test Date; 3,500,000 (64%) will vest in full or partially if the price of the Company’s’ listed shares meet certain price hurdles and the balance of 1,000,000 (18%) will only vest if certain operational milestones, which are to be set by the Board, are met.

Details of the Performance Rights were set out in the Explanatory Statement accompanying the Notice for the Annual General Meeting, and are summarised in the attached Appendix 3b.

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Mark Pitts Company Secretary

For further information on the Company and its projects - visit the website at www.deepyellow.com.au

About Deep Yellow Limited

Deep Yellow Limited is an ASX-listed, advanced stage uranium exploration company with projects in the southern African nation of Namibia. It also has a listing on the Namibian Stock Exchange.

Deep Yellow’s focus is in Namibia where its operations are conducted by its 100% owned subsidiary Reptile Uranium Namibia (Pty) Ltd (RUN). Its flagship is the Omahola Project currently under Pre-Feasibility Study with concurrent resource drill-outs on the high grade Ongolo Alaskite – MS7 trend. It is also evaluating a stand-alone project for its Tubas Sand uranium deposit utilising physical beneficiation techniques it successfully tested in 2011.

In Australia the Company owns the Napperby Uranium Project and numerous exploration tenements in the Northern Territory and in the Mount Isa District in Queensland.

12-74

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

DEEP YELLOW LIMITED

ABN

97 006 391 948

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

Performance Share Rights

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

5,500,000

• 3 Principal terms of the[+] securities (eg, 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)

Subject to vesting conditions as follows:

1,000,000 Share Rights Time based – 250,000 1 December 2013 250,000 1 December 2014 500,000 1 December 2015

3,500,000 Share Rights

Subject to a market price test to be measured at each of the vesting dates. The Market price test measures the increase in the share price of the Company such that the performance share rights will only vest if the 10 day VWAP of trading in the Company’s shares up to each of the test dates at least meets the threshold as follows:

1/12/13 250,000 10c; and 300,000 15c 1/12/14 400,000 15c; and 800,000 20c 1/12/15 500,000 20c; and 1,250,000 25c

1,000,000 Share Rights

Will vest if operational milestones are met. 1/12/14 500,000 1/12/15 500,000

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

Yes, from the date of vesting

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)

• 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

• 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 if applicable)

• 9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2 if applicable)

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Nil

Yes, from the date of vesting	Yes, from the date of vesting
Nil
As part of Remuneration Package.
7 December 2012
Number	+Class
1,424,173,961	Ordinary
317,130 2,570,000 600,000 1,453,120 7,317,300 5,500,000	2011 Performance share rights granted 3 February 2011 2011 Performance share rights granted 25 February 2011 2011 Performance share rights granted 7 July 2011 2011 Performance share rights granted 9 December 2011 2012 Performance Share Rights granted 3 October 2012 2012 Performance Share Rights granted 7 December 2012
N/A

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 2

Appendix 3B New issue announcement

Part 2 - Bonus issue or 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 sub-registers) be aggregated for calculating entitlements?

• 17 Policy for deciding entitlements in relation to fractions

14 15 16 17	+Class of+securities to which the offer relates +Record date to determine entitlements Will holdings on different registers (or sub-registers) be aggregated for calculating entitlements? 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 issue 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 prospectus
	or Product Disclosure Statement 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	+Despatch date

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 3

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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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 ]

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 date of allotment 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)

Number Class

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 4

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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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 not available now, 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.

7 December 2012 Sign here: ............................................................ Date: ……................................... (Director/Company secretary) Mark Pitts Print name: ......................................................... == == == == ==

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 5