IGO LIMITED — Share Issue/Capital Change 2018

Nov 25, 2018

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 tobe issued2Number of+securities issued orto be issued (if known) ormaximum number which maybe issued3Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; ifpartlypaid+securities,theamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	(1) Performance Rights(2) Service Rights(3) OrdinaryFullyPaid Shares
	(1) 218,475(2) 43,230(3) 4,794
	(1) Performance Rights, vesting notearlierthan1July2021.ThePerformance Rights are subject toperformance hurdles being achieved.(2) Service Rights, continuous servicecondition, 50% vesting 2 September2019 and 50% vesting 1 September2020.(3) OrdinaryFullyPaid Shares

• See chapter 19 for defined terms.

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4Do the+securities rank equallyin all respects from the+issuedate with an existing+class ofquoted+securities?If the additional+securities donot rank equally, please state:• the date from which they do• the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment• the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment5Issue price or consideration6Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)6aIs the entity an+eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the+securities thesubject of this Appendix 3B, andcomply with section 6i6bThe date the security holderresolution under rule 7.1A waspassed6cNumber of+securities issuedwithout security holder approvalunder rule 7.1	(1) No, but shares on exercise of thePerformance Rights will rank equallywith the existing shares from thedate of the share issue.(2) No, but shares on exercise of theService Rights will rank equally withthe existing shares from the date ofthe share issue.(3) Yes, shares rank equally with allexisting shares from the date of theshare issue.
	(1) Nil(2) Nil(3) Nil
	(1) IssueofPerformanceRightspursuant to Employee Incentive PlanapprovedattheAGMon18November 2016.(2) Issue of Service Rights pursuant toEmployee Incentive Plan approvedat the AGM on 18 November 2016.(3) Due to vesting and exercise of 2017Series Service Rights pursuant toEmployee Incentive Plan approvedat the AGM on 18 November 2016.
	No
	N/A
	N/A

• See chapter 19 for defined terms.

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6d Number of[+] securities issued N/A with security holder approval under rule 7.1A 6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued N/A under an exception in rule 7.2 6g If[+] securities issued under rule N/A 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 N/A 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 N/A issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 26 November 2018 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 590,477,819 Fully paid ordinary +securities quoted on ASX shares ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

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						Number	+Class
9	Number	and	+class	of	all	465,608	2016 Series
	+securities not quoted on(_including_the+securitiessection 2 if applicable)				ASXin		Performance Rightsvesting not earlierthan 1 July 2019*
						987,309	2017 Series
							Performance Rights
							vesting not earlier
							than 1 July 2020*
						922,033	2018 Series
							Performance Rights
							vesting not earlier
							than 1 July 2021*
						133,540	2017 Series Service
							Rights vesting 2
							September 2019
						320,780	2018 Series Service
							Rights vesting 50% 2
							September 2019 and
							50% 1 September
							2020

*Subject to vesting conditions. Notes: 2,932 – 2016 Series Performance Rights cancelled. 9,200 – 2017 Series Performance Rights cancelled. 10 Dividend policy (in the case of a (1 and 2) Only on vesting and conversion to trust, distribution policy) on the ordinary shares, rank equally with existing increased capital (interests) Fully Paid Ordinary Shares.

Part 2 - Pro rata issue

11	Issecurity	holder	approval	N/A
	required?
12	Is the issue renounceable or non-			N/A
	renounceable?
13	Ratio in which the		+securities	N/A
	will be offered

• See chapter 19 for defined terms.

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	14+Class of+securities to which theoffer relates15+Recorddatetodetermineentitlements16Willholdingsondifferentregisters (or subregisters) beaggregatedforcalculatingentitlements?17Policy for deciding entitlementsin relation to fractions18Names of countries in which theentity has security holders whowill not be sent new offerdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting feeor commission22Names of any brokers to theissue23Fee or commission payable to thebroker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations on	14+Class of+securities to which theoffer relates15+Recorddatetodetermineentitlements16Willholdingsondifferentregisters (or subregisters) beaggregatedforcalculatingentitlements?17Policy for deciding entitlementsin relation to fractions18Names of countries in which theentity has security holders whowill not be sent new offerdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting feeor commission22Names of any brokers to theissue23Fee or commission payable to thebroker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations on	14+Class of+securities to which theoffer relates15+Recorddatetodetermineentitlements16Willholdingsondifferentregisters (or subregisters) beaggregatedforcalculatingentitlements?17Policy for deciding entitlementsin relation to fractions18Names of countries in which theentity has security holders whowill not be sent new offerdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting feeor commission22Names of any brokers to theissue23Fee or commission payable to thebroker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations on	N/A	N/A	N/A	N/A
				N/A
				N/A
				N/A
				N/A
				N/A
				N/A
				N/A
				N/A
				N/A
				N/A
	behalf of s25If the issecurit	ecurity holders
		sue is contingentolders’ aroval	onthe
				N/A
ydate of th	ydate of th	pp,e meeting

• See chapter 19 for defined terms.

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26Date entitlement and acceptanceform and offer documents will besent to persons entitled27If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise, the date on whichnotices will be sent to optionholders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)30How do security holders selltheir entitlements_in full_througha broker?31How do security holders sell_part_of their entitlements through abrokerandacceptforthebalance?32How do security holders disposeof their entitlements (except bysale through a broker)?33+Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	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)

Additional securities forming a new class of securities

• See chapter 19 for defined terms.

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Tick to indicate you are providing the information or 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 N/A +quotation is sought

• 39 +Class of +securities for which N/A quotation is sought

• 40 Do the[+] securities rank equally in N/A 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

• See chapter 19 for defined terms.

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41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the[+] securities 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.

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.

• See chapter 19 for defined terms.

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• 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.

Sign here:

Date: 26 November 2018 Company Secretary

Print name: Joanne McDonald

== == == == ==

• See chapter 19 for defined terms.

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