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FIRST LITHIUM LIMITED Capital/Financing Update 2015

Nov 23, 2015

64921_rns_2015-11-23_c6ce9269-0310-4b0d-89e9-090c4174efd8.pdf

Capital/Financing Update

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ADVANCED ENGINE COMPONENTS LIMITED

ACN: 009 081 770

==> picture [157 x 55] intentionally omitted <==

24 NOVEMBER 2015

ASX WAIVERS FROM LISTING RULES 7.3.2; 1.1 CONDITION 11 AND 2.1 CONDITION 2

Advanced Engine Components Limited (ASX: ACE) refers to its Prospectus lodged on 23 November 2015 for an offer of 185,000,000 Shares at an issue price of $0.02 per Share to raise $3,700,000 before costs. The Prospectus also contains separate offers to issue up to 25,000,000 unlisted Options to brokers and corporate advisers in consideration for capital raising services provided to the Company and to issue 15,000,000 Shares in satisfaction of funds advanced under existing Convertible Loan Agreements (together the Offers ).

ACE is pleased to advise that ASX Limited ( ASX ) has granted the Company the following waivers in relation to the proposed Offers and the proposed acquisition of Investia Technologies Pty Ltd ( Investia ) as announced on 5 October 2015 ( Acquisition ).

Waiver of Listing Rule 7.3.2

ASX has granted a waiver of ASX Listing Rule 7.3.2 to permit the notice of meeting ( Notice ) seeking shareholder approval for the issue of the following securities:

  1. up to 15,000,000 fully paid ordinary shares ( Tranche 1 Deferred Consideration Shares ) to the shareholders of Investia ( Vendors ) as part of the consideration for the Acquisition within 18 months of the Company being reinstated to ASX; and

  2. up to 17,500,000 fully paid ordinary shares ( Tranche 2 Deferred Consideration Shares ) to the Vendors as part of the consideration for the Acquisition within 24 months of the Company being reinstated;

(together the Deferred Consideration Shares ); and

not to state that the Deferred Consideration Shares be issued within 3 months of the date of the shareholders meeting, on the following conditions:

  1. The Tranche 1 Deferred Consideration Shares must be issued no later than 18 months after the Company is reinstated;

  2. The Tranche 2 Deferred Consideration Shares must be issued no later than 24 months after the Company is reinstated;

  3. For any annual reporting period during which any of the Deferred Consideration Shares have been issued or any of them remain to be issued, the Company’s annual report sets out in detail the basis on which the Deferred Consideration Shares may be issued;

  4. In any half year or quarterly report for a period during which any of the Deferred Consideration Shares have been issued or remain to be issued, the Company must

108 Outram Street, West Perth, WA 6005 PO Box 1974, West Perth, WA 6872

Tel: (08) 9486 7244 Fax: (08) 9463 6373

include a summary statement on the number of Deferred Consideration Shares issued during the reporting period and the number of Deferred Consideration Shares that remain to be issued;

  1. The Notice sets out in detail the milestones which must be satisfied prior to the issue of the Tranche 1 and Tranche 2 Deferred Consideration Shares;

  2. The milestones which must be satisfied for the Tranche 1 and Tranche 2 Deferred Consideration Shares to be issued are not varied;

  3. The Company releases the terms of this waiver to the market at the same time the notice is released to ASX.

Waiver of Listing Rule 1.1 Condition 11

ASX has granted a waiver of ASX Listing Rule 1.1 Condition 11 to the extent necessary to permit the exercise price of 17,500,000 new options with an exercise price of $0.03 to be issued by way of consideration to Investia shareholders ( Investia Options ) and 25,000,000 new options with an exercise price of $0.03 to be issued to the various brokers ( Broker Options ) to be less than $0.20 on the following conditions:

  1. The exercise price of the Investia Options and the Broker Options is not less than $0.03 each;

  2. The terms and conditions of the Investia Options and Broker Options are clearly disclosed in the Notice which will consider the approval required under Listing Rule 11.1.2 in respect of the Acquisition and in the Prospectus; and

  3. Security holders approve the exercise price of the new Options in conjunction with the approvals to be obtained under Listing Rule 11.1.2 in respect of the Acquisition.

ASX has granted a waiver from Listing Rule 1.1 Condition 11 to the extent necessary to permit the Company to issue up to 36,000,000 performance rights ( Performance Rights ) with a nil exercise price on the following conditions:

  1. Shareholders approve the nil exercise price of the Performance Rights and the issue of the Performance Rights as part of the approval obtained under Listing Rule 11.1.2 in respect of the Acquisition; and

  2. The terms and conditions of the Performance Rights are clearly disclosed in the Notice and the Prospectus.

108 Outram Street, West Perth, WA 6005 PO Box 1974, West Perth, WA 6872 Tel: (08) 9486 7244 Fax: (08) 9463 6373

Waiver of Listing Rule 2.1 Condition 2

ASX grants a waiver from Listing Rule 2.1 Condition 2 to the extent necessary to permit the issue of up to 185,000,000 ordinary fully paid shares at $0.02 under the Prospectus as part of the capital raising ( Capital Raising Shares ) not to be at least $0.20 each on the following conditions:

  1. The issue price of the Capital Raising Shares is not less than $0.02 each; and

  2. Security holders approve the issue price of the Capital Raising Shares as part of the approvals obtained under Listing Rule 11.1.2 for the Acquisition.

For further information, please contact: Shannon Coates Tel: (08) 9322 1587

108 Outram Street, West Perth, WA 6005 PO Box 1974, West Perth, WA 6872 Tel: (08) 9486 7244 Fax: (08) 9463 6373