IGO LIMITED — Share Issue/Capital Change 2015

Sep 21, 2015

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 ( IGO )

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully Paid Ordinary Shares
	(a) 273,769,099 under the scheme of arrangement between Sirius Resources NL (Sirius) and holders of Sirius ordinary shares and Sirius partly paid shares (Scheme), as contained in Annexure C to the Acquisition Scheme Booklet released by Sirius on 31 July 2015 (Scheme Booklet) and approved by the Federal Court of Australia on 9 September 2015. (b) 2,073,585 under the offers made by IGO to holders of Sirius options (Options Offers) and holders of Sirius share appreciation rights (SARs Offers), as described in sections 3.16 and 3.17 of the Scheme Booklet.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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) 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)	Fully Paid Ordinary Shares ranking equally with all other Fully Paid Ordinary Shares
	Yes
	(a) Under the Scheme, holders of Sirius ordinary shares received 0.66 new IGO ordinary shares and $0.52 cash for each Sirius ordinary share held, and holders of Sirius partly paid shares received 0.63 new IGO ordinary shares and $0.49 cash for each Sirius partly paid share held. (b) As set out in sections 3.16 and 3.17 of the Scheme Booklet.
	(a) Shares issued pursuant to the Scheme. (b) Shares issued pursuant to the Options Offers and SARs Offers.

• See chapter 19 for defined terms.

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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 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	No
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

22 September 2015

7 +Issue dates 22 September 2015 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. Number +Class 8 Number and +class of all 511,422,871 Fully Paid Ordinary +securities quoted on ASX Shares ( including the +securities in section 2 if applicable) Number +Class 9 Number and +class of all +securities not quoted on ASX 368,059 Performance Rights ( including the +securities in vesting not earlier section 2 if applicable) than 1 July 2016. Performance Rights 509,480 vesting not earlier than 1 July 2017.

• Subject to vesting conditions.

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

• 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

• See chapter 19 for defined terms.

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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.

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Date: 22 September 2015

Company Secretary Tony Walsh

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• See chapter 19 for defined terms.

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INDEPENDENCE GROUP NL

ISSUED CAPITAL As of 22 Sep 2015

Top Holders Snapshot - Ungrouped

Composition : Fully Paid Ordinary Shares

Rank	Name	Address	Units	% of Units
1.	J P MORGAN NOMINEES AUSTRALIA LIMITED		90,801,499	17.75
2.	HSBC CUSTODY NOMINEES		69,681,696	13.63
3.	NATIONAL NOMINEES LIMITED		49,605,123	9.70
4.	YANDAL INVESTMENTS PTY LTD		41,929,135	8.20
5.	CITICORP NOMINEES PTY LIMITED		33,034,392	6.46
6.	FRASERX PTY LTD		13,678,188	2.67
7.	BNP PARIBAS NOMS PTY LTD		12,973,171	2.54
8.	PONTON MINERALS PTY LTD		10,964,532	2.14
9.	FREE CI PTY LTD		10,964,531	2.14
10.	LAKE RIVERS GOLD PTY LTD		10,964,531	2.14
11.	MORGAN STANLEY AUSTRALIA SECURITIES		8,436,672	1.65
12.	BRISPOT NOMINEES PTY LTD NOMINEE NO 1 A/C>		6,912,225	1.35
13.	UBS NOMINEES PTY LTD		6,119,506	1.20
14.	AMP LIFE LIMITED		5,969,813	1.17
15.	CS FOURTH NOMINEES PTY LTD		5,119,156	1.00

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Rank	Name	Address	Units	% of Units
16.	RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED		4,804,310	0.94
17.	YANDAL INVESTMENTS PTY LTD		4,620,000	0.90
18.	HSBC CUSTODY NOMINEES		3,248,493	0.64
19.	CITICORP NOMINEES PTY LIMITED FIRST STATE INV A/C>		3,008,433	0.59
20.	RBM NOMINEES PTY LTD		2,909,866	0.57
Totals:	Top 20 holders of ISSUED CAPITAL		395,745,272	77.38
Total Remaining Holders Balance			115,677,599	22.62

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