EUROPEAN LITHIUM LIMITED — Capital/Financing Update 2012

May 31, 2012

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Registered Office: Ground Floor, 1 Havelock Street WEST PERTH WA 6005 Phone: +61 8 9488 5220 Fax: + 61 8 9324 2400 Principal Place of Business: Level 2, 41-43 Ord Street WEST PERTH WA 6005 Phone: + 61 8 9481 3992 Fax: + 61 8 9481 5665 ABN: 45 141 450 624

1 June 2012

The Manager Company Announcements Australian Securities Exchange Limited Level 6, 20 Bridge Street Sydney NSW 2000

By e-lodgement

Supplementary Prospectus

Please find attached Supplementary Prospectus to be read in conjunction with the Company’s $4m Fully Underwritten Non Renounceable Rights Issue Prospectus dated 21 May 2012.

For and on behalf of the Board.

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Carl Popal

Director

For further information please contact:

Carl Popal Jane Flegg Director Company Secretary T: + 61 8 9481 3992 T: +61 8 9488 5220

Website: www.paynesfindgold.com

Email: info@paynesfindgold.com

Paynes Find Gold Limited ACN 141 450 624

Supplementary Prospectus

Important Information

This Supplementary Prospectus is dated 1 June 2012 and is supplementary to the Prospectus dated 21 May 2012 issued by Paynes Find Gold Limited (ACN 141 450 624) ( Company ) ( Prospectus ). This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 1 June 2012. The ASIC does not take any responsibility for the contents of this Supplementary Prospectus. This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. This document is important and should be read in its entirety. Please consult your legal, financial or other professional adviser if you do not fully understand the contents.

1. Amendment to Consulting Geologist’s Report

Page 33 of the Geological Report (in section 5 of the Prospectus) refers to a ‘geologic resource’ estimate based on historic reports. The Company wishes to withdraw the following statements (contained in section 3.3 under the heading “1985 GR Dale & Associates” of page 33):

• “ 3. Three mineralised types considered:‐

High‐grade ore comprising quartz lode grading 15g/t Au recoverable.

Low‐grade ore comprising country rock hosting thin auriferous veins and joints grading 4g/t AU recoverable.

Auriferous laterite and alluvial material at 3.0g/t Au recoverable.

4. In the potential open pit area allowing for 10 quartz lodes of 1.0m width and strike length of 200m together with associated lower grade material the following resources are estimated:‐

• 250,000t high grade

• 1,000,000t low grade comprising –

  • 500,00t adjacent to high grade lodes and

  • o 500,000t lower grade bodies

• 100,000t auriferous laterite/alluvium

The potential gold resource from this conceptual open pit is:‐ 1.0Mt to 1.35Mt at a weighted average grade of 5.9g/t Au (range from 3.0g/t Au to 10.0g/t Au). ”

The above statement should not be considered as part of the Prospectus and the information should not be considered as an estimate of a Mineral Resources or Ore Reserves as defined by the JORC Code. The above statement is replaced in its entirety by the following:

• “3. Three mineralised types considered:‐

Higher grade mineralisation comprising quartz lode grading 10g/t Au ‐ 15g/t Au. Lower grade mineralisation comprising country rock hosting thin auriferous veins and joints grading 2g/t Au ‐ 4g/t Au.

Auriferous laterite and alluvial material at 0.5g/t Au ‐ 3.0g/t Au.

4. In the potential open pit area allowing for 10 quartz lodes of 1.0m width and strike length of 200m together with associated lower grade material the following tonnages of mineralisation are estimated as:‐

• 250,000t higher grade

• 1,000,000t lower grade comprising –

  • 500,00t adjacent to high grade lodes and

  • o 500,000t lower grade bodies

• 100,000t auriferous laterite/alluvium

The potential for gold mineralisation in this previously conceived open pit is:‐ 1.0Mt to 1.35Mt at a weighted average grade of 5.9g/t Au (range from 3.0g/t Au to 10.0g/t Au).

(Note – any reference to potential quantity and grade is conceptual in nature. There has been insufficient exploration to define a mineral resource and it is uncertain that future exploration will define any such resource). ”

This Supplementary Prospectus is intended to be read with the Prospectus dated 21 May 2012 issued by Paynes Find Gold Limited (ACN 141 450 624)

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Page 34 of the Geological Report (in section 5 of the Prospectus) refers to a ‘geologic resource’ estimate based on historic reports. The Company wishes to withdraw the following statements (contained in paragraph 10 under the heading “1987 Falcon Australia Limited” of page 34):

“ Falcon commissioned K H Morgan and Associates to carry out a review of the Pansy Project, Paynes Find. From an assessment of 22 percussion holes namely PO1‐PO22, a target mineralisation of 17,500t to 18,500t, grading from 4.0g/t Au to 4.5g/t Au was estimated for blocks remaining in these particular underground workings. ”

The above statement should not be considered as part of the Prospectus and the information should not be considered as an estimate of a Mineral Resources or Ore Reserves as defined by the JORC Code. The above statement is replaced in its entirety by the following:

“ Falcon commissioned K H Morgan and Associates to carry out a review of the Pansy Project, Paynes Find. From an assessment of mineralised intersections in 22 percussion holes, namely PO1‐PO22, a target mineralisation of 17,500t to 18,500t, grading from 4.0g/t Au to 4.5g/t Au was estimated for blocks remaining in these particular underground workings.

(Note – any reference to potential quantity and grade is conceptual in nature. There has been insufficient exploration to define a mineral resource and it is uncertain that future exploration will define any such resource). ”

Mr Giles Rodney (Rod) Dale of G R Dale & Associates has given his written consent to being named as the Consulting Geologist to the Company in the Prospectus, and to the inclusion of the Geological Report in the form and context in which it appears, including the amendment to the Geological Report as set out above. Mr Giles Rodney (Rod) Dale of G R Dale & Associates has not withdrawn its consent prior to the lodgement of this Supplementary Prospectus with ASIC.

2. Use of Funds

Section 1.6 (page 10) of the Prospectus outlines the Company’s current statement of commitments, including the allocation of further funds towards exploration of the Project. The Company wishes to withdraw the Use of Funds section in the Prospectus and replace it with the following:

“ The intended application of funds raised from this Offer is summarised below:

Proceeds of the Offer	Assuming loan conversions approved ($)	Assuming loan conversions not approved ($)
Exploration – Phase 2 Drilling Program	1,800,000	1,500,000
Project Management and Development	400,000	100,000
Corporate and Compliance Expenses	243,000	88,100
Administrative Expenses and Working Capital	280,000	180,000
Repayment of Debt1	945,000	1,800,000
Expenses of the Offer 2	350,000	350,000
Total3	4,018,100	4,018,100

Notes:

1. As at 30 June 2012 the Company will have debt (inclusive of interest) of approximately $1,800,000. All of the lenders except Delecta have, however, agreed to convert their debt (inclusive of interest) into Securities on the same terms as the Offer subject to shareholder

This Supplementary Prospectus is intended to be read with the Prospectus dated 21 May 2012 issued by Paynes Find Gold Limited (ACN 141 450 624)

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approval at the General Meeting. Repayment of short term debt other than to Delecta will therefore only be required to the extent shareholder approval is not obtained and in this case the Company’s proposed exploration program may need to be reduced. The short term debt owing to Delecta will be set off against its entitlement as sub‐underwriter to the extent of any Shortfall.

2. Refer to Section 11.4 of this Prospectus for further details relating to the estimated expenses of the Offer.

1. The total in the table above does not include the placement to be approved by shareholders at the General Meeting, if approved the placement funds will be used for working capital. ”

3. Director Interests

Section 1.9 (pages 11 and 12) of the Prospectus outlines details of interests of Directors (whether individually or in consequence of a Director’s association with any company or firm or in any material contract entered into by the Company. The Company wishes to clarify the statement in relation to Mr Doug Taylor in paragraph 5 on page 12, by withdrawing the following statement:

“ (or is entitled to receive) ”

4. Contracts with Board and Management

Section 10.4 (pages 78 and 79) of the Prospectus outlines details of contracts with the board of the Company or management, or associated companies.

The Company wishes to include the following statement to the end of paragraph 9 on page 78, paragraph 1 on page 79 and paragraph 2 on page 79:

“ The Company considers this agreement to be on arm’s length commercial terms and shareholder approval has not been sought. ”

5. Directors’ Authorisation

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with the ASIC.

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Peter Landau Director

Paynes Find Gold Limited

Note: All other details in relation to the terms of the Offer and other matters under the Prospectus remain unchanged.

This Supplementary Prospectus is intended to be read with the Prospectus dated 21 May 2012 issued by Paynes Find Gold Limited (ACN 141 450 624)

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