ENERGY TRANSITION MINERALS LTD — Capital/Financing Update 2017

Mar 6, 2017

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7 March 2017

Company Announcements Office Australian Securities Exchange

Cleansing Notice under 708A(5)(e) of the Corporations Act 2001

This notice is given by Greenland Minerals and Energy Limited (ASX:GGG) (“the Company”) pursuant to section 708A(5)(e) of the Corporations Act 2001 (“Act”).

The Company has issued 3,200,000 shares and 3,200,000 GGGOB listed options. These securities were issued in lieu of fees payable under corporate advisory and research mandates the Company has entered into with two separate corporate advisory and research firms.

The Company notifies the ASX under section 708A(5)(e) Act that:

• (a) This notice is being given under section 708A(5)(e) of the Act;

• (b) The Company issued the securities without disclosure to investors under Part 6D.2 of the Act;

• (c) As at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and with section 674 of the Act; and

• (d) As at the date of this notice, there is no information that is excluded information for the purposes of sections 708A(7) and (8) of the Act.

Yours faithfully,

Miles Guy Company Secretary

PERTH : Unit 6, 100 Railway Road, Subiaco Western Australia 6008 POSTAL : PO Box 2006, Subiaco WA 6904 Telephone: +61 8 9382 2322 Facsimile: +61 8 9382 2788 GREENLAND : PO Box 156, Narsaq, Greenland 3921 WEB : www.ggg.gl EMAIL : info@ggg.gl ABN : 85 118 463 004

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B (Amendment to Appendix 3B lodged 12 Dec 2016) 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

Greenland Minerals and Energy Limited

ABN

85 118 463 004

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 Quoted shares GGGOB Listed options 2 Number of[+] securities issued or to be issued (if known) or (i) 2,423,300 Ordinary fully paid shares maximum number which may (ii) 3,200,000 Ordinary fully paid shares be issued (iii) 3,200,000 GGGOB Listed options 3 Principal terms of the[+] securities (e.g. if options, exercise price (i) 2,423,300 Ordinary fully paid shares and expiry date; if partly paid (ii) 3,200,000 Ordinary fully paid shares +securities, the amount (iii) 3,200,000 GGGOB Listed options 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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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) 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	(i) Yes (ii) Yes (iii) Yes
	(i) $0.08 (ii) $0.08 (iii) Nil
	(i) Exercise of 2,423,300 GGGOB Listed 8 cent exercise price options. (ii) Shares issued in lieu of fees payable under corporate advisory and research mandates. (iii) Options were free attached options to the shares issued under the corporate advisoryand research mandates.
	Yes
	26 May 2016
	6,400,000

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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil
	Nil
	2,423,300
	NA
	NA
	7.1: - 134,441,943 7.1A: - 99,718,006
	(i) 7 Mach 2017 (ii) 7 March 2017 (iii) 7 March 2017
	Number	+Class
	1,004,747,593 187,800,180	Fully paid ordinary shares Options expire 30 September 2018

• See chapter 19 for defined terms.

Appendix 3B Page 3

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9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable)	Number	+Class
	7,500,000 7,500,000	Unlisted options exercisable @ $0.20 on or before 24 Feb 2018 Unlisted options exercisable @ $0.25 on or before 24 Feb 2018

10 Dividend policy (in the case of a NA 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	NA
	NA
	NA
	NA
	NA
	NA
	NA

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)	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA

• See chapter 19 for defined terms.

Appendix 3B Page 5

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30 How do security holders sell NA their entitlements in full through a broker? 31 How do security holders sell part NA of their entitlements through a broker and accept for the balance? 32 How do security holders dispose NA of their entitlements (except by sale through a broker)? 33 +Issue date NA

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

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which NA +quotation is sought

• 39 +Class of +securities for which NA quotation is sought

• See chapter 19 for defined terms.

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• 40 Do the[+] securities rank equally in NA 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

NA

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 NA +securities quoted on ASX ( including the[+] securities in clause 38)

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: 7 March 2017.... ( ~~Director/~~ Company secretary)

Print name: ......Miles Guy......................................

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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

• Insert number of fully paid[+] ordinary 787,737,747 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities issued in that 12 month period under an 3,077 – 08/06/2016 exception in rule 7.2 45,035 – 06/07/2016 4,233 – 08/12/2016 2,423,300 – 07/03/2017

• • Number of fully paid[+] ordinary securities issued in that 12 month period with 42,133,333 – 08/06/2016 shareholder approval 39,833,335 – 09/06/2016 125,000,000 - 09/12/2016

• • 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” 997,180,060

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	149,577,009
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	2,014,000 Shares – 08/06/2016 2,353,533 Shares – 09/06/2016 2,014,000 Options – 08/06/2016 2,353,533 Options – 09/06/2016 3,200,000 Shares – 07/03/2017 3,200,000 Options – 07/07/2017
“C”	15,135,066
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	149,577,009
Subtract“C” Note: number must be same as shown in Step 3	15,135,066
Total[“A” x 0.15] – “C”	134,441,943 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in	149,577,009
Step 2
Subtract“C”	15,135,066
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	134,441,943
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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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” Note: number must be same as shown in 997,180,060 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 99,718,006

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” -

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	99,718,006
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	99,718,006 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013