DEEP YELLOW LIMITED — Share Issue/Capital Change 2013

Jul 8, 2013

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ASX Announcement

ASX Code: DYL

9 July 2013

EMPLOYEE PERFORMANCE SHARE RIGHTS

Deep Yellow Limited (DYL or the Company) is pleased to advise that the Directors have resolved to approve the issue of 11,000,000 performance rights to senior executives as follows.

The Board has resolved to issue Managing Director, Mr Greg Cochran with 7,000,000 performance share rights as part of his long term incentive, the issue of these securities is subject to shareholder approval. The performance share rights will vest over a period of three years subject to the satisfaction of time, market and performance hurdles.

The Board has also approved an issue of 4,000,000 performance share rights to senior executives.

The issue is made pursuant to the terms of the Deep Yellow Limited Awards Plan (“Awards Plan”). The Awards Plan was approved by the Board on 5 October 2010 and subsequently by the Shareholders on 18 November 2010.

The performance share rights will vest over a period of three years subject to the satisfaction of time and market based performance hurdles.

In addition, and pursuant to the Awards Plan 1,934,960 performance share rights have vested due to the achievement of time based vesting hurdles. Shares have been issued and registered in the respective employees’ names.

An Appendix 3b is attached setting out details for all those issued securities.

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Mark Pitts Company Secretary

Further information relating to the Company and its various exploration projects can be found on the Company’s website at www.deepyellow.com.au.

Level 1, 329 Hay Street, Subiaco, WA 6008 / PO Box 1770, Subiaco, WA 6904 Tel : 61 8 9286 6999 / Fax : 61 8 9286 6969 / ABN 97 006 391 948 Email: info@deepyellow.com.au / Website: www.deepyellow.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 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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	(a) Fully Paid Ordinary Shares (b) Performance Share Rights (c)Performance Share Rights
	(a) 1,934,960 (b) 2,500,000 (c) 1,500,000
	(a) N/A (b)1 February 2014– 500,000 performance rights will vest subject to the recipient remaining employed up to the test date; 1 February 2015– 500,000 performance rights will vest subject to the recipient remaining employed up to the test date; 1 February 2016– 750,000 performance rights will vest subject to the recipient remaining employed up to the test date; 1 February 2016- 375,000 performance rights will vest subject to the recipient remaining employed up to the test date and subject to the 10 day VWAP of trading in the Company’s shares up to the 1 February 2016 test date being at least 8 cents per Share; and 1 February 2016- 375,000 performance rights will vest subject to the recipient remaining employed up to the test date and subject to the 10 day VWAP of trading in the Company’s shares up to the 1 February 2016 test date being at least 12cents perShare.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

(c)	1 February 2014 – 500,000
	performance rights will vest subject to
	the recipient remaining employed up to
	the test date;
	1 February 2015 – 500,000
	performance rights will vest subject to
	the recipient remaining employed up to
	the test date;
	1 February 2016 – 250,000
	performance rights will vest subject to
	the recipient remaining employed up to
	the test date;
	1 February 2016 - 250,000
	performance rights will vest subject to
	the recipient remaining employed up to
	the test date and subject to the 10 day
	VWAP of trading in the Company’s
	shares up to the 1 February 2016 test
	date being at least 8 cents per Share

• 4 Do the[+] securities rank equally in (a) Yes from the date of issue all respects from the date of allotment with an existing[+] class of (b) From the date of vesting only quoted[+] securities? (c) From the date of vesting only

• 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 Nil 6 Purpose of the issue (a) Vesting of performance rights pursuant (If issued as consideration for the to the Deep Yellow Limited Awards acquisition of assets, clearly Plan. identify those assets) (b) Performance Share Rights pursuant to the Deep Yellow Limited Awards Plan

• (c) Performance Share Rights pursuant to the Deep Yellow Limited Awards Plan

• See chapter 19 for defined terms.

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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 7 Dates of entering+securities into uncertificated holdings or despatch of certificates	No
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	8 July 2013

• See chapter 19 for defined terms.

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Number +Class 8 Number and +class of all +securities quoted on ASX 1,562,794,247 Ordinary ( including the securities in section 2 if applicable) Number +Class 9 Number and +class of all 269,730 2011 Performance +securities not quoted on ASX share rights granted 3 ( including the securities in section February 2011 2 if applicable) 834,840 2011 Performance share rights granted 9 December 2011 5,426,720 2012 Performance Share Rights granted 3 October 2012 5,500,000 2012 Performance Share Rights granted 7 December 2012 4,000,000 2013 Performance Share Rights granted 8 July 2013 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

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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
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• See chapter 19 for defined terms.

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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 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

	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

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

• See chapter 19 for defined terms.

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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)

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 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.

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Sign here: ............................................................ Date: ..9 July 2013 (Director/Company secretary)

Mark Pitts

Print name:

.........................................................

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• 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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

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Insert number of fully paid ordinary N/A
securities on issue 12 months before date
of issue or agreement to issue
Add the 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
Subtract the number of fully paid ordinary
securities cancelled during that 12 month
period
“A”
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15
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
“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
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[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

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
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
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”
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• 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

“A” x 0.10 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” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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