HAVILAH RESOURCES LIMITED — Share Issue/Capital Change 2014

Oct 1, 2014

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, 04/03/13

Name of entity

Havilah Resources NL

ABN

39 077 435 520

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

Fully paid ordinary shares.

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. 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)

676 Fully paid ordinary shares.

Fully paid ordinary shares ranking equally with existing listed fully paid ordinary shares from the date of allotment.

⁺ See chapter 19 for defined terms.

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	Yes.
	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	\$0.30 per fully paid ordinary share.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Exercise of listed options.
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?	No.
	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	Not Applicable.
6c	+securities Number of issued without security holder approval under rule 7.1	Not Applicable.
6d	+securities Number of issued with security holder approval under rule 7.1A	Not Applicable.

⁺ See chapter 19 for defined terms.

• 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)

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

2 October 2014.

Number ⁺Class 150,418,916 30,083,5306 Fully paid ordinary shares. Listed options with an exercise price of \$0.30 expiring 30 June 2017.

⁺ See chapter 19 for defined terms.

		Number	+Class
9	+class Number and of all	6,000,000	Directors' options
	+securities not quoted on ASX		expiring 20 Nov 2014
	+securities (including the in		(Exercise price \$0.96).
	section 2 if applicable)	1,100,000	Employee options
			expiring 20 Nov 2014
			(Exercise price \$0.96).
		200,000	Employee options
			expiring 27 May 2015
			(Exercise price \$0.76).
		200,000	Employee options
			expiring 23 Feb 2016
			(Exercise price \$0.98).
		602,000	Employee options
			expiring 25 June 2016
			(Exercise price \$1.09).
		1,200,000	Employee options
			expiring 1 April 2018
			(Exercise price of \$0.36).
		2,150,000	Employee options
			expiring 24 June 2018
			(Exercise price of \$0.25).
		100,000	Employee options
			expiring 18 August 2017
			(Exercise price of \$0.22).

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

No specific policy.

Part 2 - Pro rata issue

11	Is security holder approval required?	Not Applicable.
12	Is the issue renounceable or non‐ renounceable?	Not Applicable.
13	+securities Ratio in which the will be offered	Not Applicable.
14	+Class of +securities to which the offer relates	Not Applicable.
15	+Record date to determine entitlements	Not Applicable.

⁺ See chapter 19 for defined terms.

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not Applicable.
17	Policy for deciding entitlements in relation to fractions	Not Applicable.
18	Names of countries in which the entity has security holders who will not be sent new offer documents	Not Applicable.
	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	Not Applicable.
20	Names of any underwriters	Not Applicable.
21	Amount of any underwriting fee or commission	Not Applicable.
22	Names of any brokers to the issue	Not Applicable.
23	Fee or commission payable to the broker to the issue	Not Applicable.
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Not Applicable.
25	If the issue is contingent on security holders' approval, the date of the meeting	Not Applicable.
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	Not Applicable.

⁺ See chapter 19 for defined terms.

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	Not Applicable.
28	Date rights trading will begin (if applicable)	Not Applicable.
29	Date rights trading will end (if applicable)	Not Applicable.
30	How do security holders sell their entitlements in full through a broker?	Not Applicable.
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	Not Applicable.
32	How do security holders dispose of their entitlements (except by sale through a broker)?	Not Applicable.
33	+Issue date	Not Applicable.

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

⁺ See chapter 19 for defined terms.

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 Not Applicable. +quotation is sought
39	+Class +securities of for which Not Applicable. quotation is sought
40	Do the +securities rank equally in Not Applicable. all respects from the +issue date with an existing +class of quoted +securities? +securities If the additional 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

⁺ See chapter 19 for defined terms.

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) Not Applicable.

		Number	+Class
42	+class Number and of all +securities quoted on ASX +securities (including the 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.

• 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.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

⁺ See chapter 19 for defined terms.