IGO LIMITED — Capital/Financing Update 2014

Nov 25, 2014

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, 04/03/13

Name of entity

Independence Group NL

ABN

46 092 786 304

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 Performance Rights vesting not earlier than 1 be issued July 2017 2 Number of[+] securities issued or 518,174 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Performance Rights, vesting not earlier than 1 +securities (e.g. if options, July 2017, issued pursuant to Performance exercise price and expiry date; if Rights Plan approved at the 2014 Annual partly paid +securities, the General Meeting on 20 November 2014. The Performance Rights are subject to performance amount outstanding and due dates for payment; if hurdles being achieved. +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally Yes, on vesting and conversion to ordinary in all respects from the[+] issue shares, subject to performance hurdles being date with an existing[+] class of achieved. 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 zero 6 Purpose of the issue Issue of Performance Rights vesting not earlier (If issued as consideration for than 1 July 2017 pursuant to Performance the acquisition of assets, clearly Rights Plan approved at the 2014 Annual identify those assets) General Meeting on 20 November 2014. 6a Is the entity an[+] eligible entity No 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 N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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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)	N/A	N/A
	N/A
	518,174 Performance Rights vesting not earlier than 1 July2017
	N/A
	N/A
	See Annexure 1
	26 November 2014
	Number	+Class
	234,256,573	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

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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
	1,495,590 368,059 518,174	Performance Rights vesting not earlier than 1 July 2015 (Note1). Performance Rights vesting not earlier than 1 July 2016. Performance Rights vesting not earlier than 1 July 2017*.

Note 1 – Updated to reflect measurement of performance and natural attrition. * Subject to vesting conditions.

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

Only on vesting and conversion to ordinary shares, rank equally with existing Fully Paid Ordinary Shares

Part 2 - Pro rata issue – N/A

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)

• Same class as Fully Paid Ordinary Shares

Entities that have ticked box 34(b) – N/A

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.

• See chapter 19 for defined terms.

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• 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.

==> picture [137 x 55] intentionally omitted <==

Date: 26 November 2014

Company Secretary Tony Walsh

== == == == ==

• See chapter 19 for defined terms.

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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 233,321,861 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: 2,044 ordinary shares and • Number of fully paid[+] ordinary securities 929,401 ordinary shares issued in that 12 month period under an exception in rule 7.2 both issued under an Employee incentive plan approved by shareholders in the last 3

• • Number of fully paid[+] ordinary securities years 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” 234,253,306

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 35,137,996

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of[+] equity securities issued Zero 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” Zero

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 35,137,996 Note: number must be same as shown in Step 2 Subtract “C” Zero Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 35,137,996 [Note: this is the remaining placement capacity under rule 7.1]

Part 2 – N/A

• See chapter 19 for defined terms.

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