INVICTUS ENERGY LTD — Share Issue/Capital Change 2015

Jan 22, 2015

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ASX Announcement

23 January 2015

Lapsing of Unlisted Options

Sunbird Energy Ltd ( ASX:SNY ) advises that 62,000,000 unlisted options in Sunbird exercisable at $0.20 expiring 18 January 2015 have lapsed.

The Appendix 3B and relevant 3Y’s in relation to the above are attached below.

Yours sincerely

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Richard Barker Company Secretary

Sunbird Energy Ltd – ACN 150 956 773 Level 1, 50 Ord Street, West Perth, WA 6005 www.sunbirdenergy.com T: +61 (0) 8 9463 3260 F: +61 (0) 8 9462 6630

1

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

Name of entity

Sunbird Energy Limited

ABN

21 150 956 773

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 3 Principal terms of the+securities (eg, 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)	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 1

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4 Do the+securities rank equally in all respects from the date of allotment 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) 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	n/a
	n/a
	Expiry of 62,000,000 options
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• 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 rule n/a 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 20,503,819 – capacity under Listing Rule 7.1

• issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 13,669,212 – capacity under Listing Rule 7.1A

• and release to ASX Market Announcements

• 7 Dates of entering[+] securities into n/a uncertificated holdings or despatch of certificates Number +Class

• 8 Number and +class class of all 136,692,127 Ordinary Shares

• 8 Number and +class class of all +securities quoted on ASX ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Performance Rights 11,375,000 Unlisted Options 4,000,000 4,000,000 5,500,000 5,500,000 5,000,000 5,000,000 1,000,000 250,000 1,000,000 3,000,000	Vest on satisfaction of various performance milestones between 1 May 2015 and 1 July 2017 Options ex 20c exp 19/01/16 Options ex 20c exp 19/01/17 Options ex 25c exp 4/11/2016 Options ex 30c exp 4/11/2016 Options ex 25c exp 24/06/2016 Options ex 30c exp 7/10/2016 Options ex 50c exp 22/5/2016 Options ex 20c exp 31/12/2015 Options ex 25c exp 31/12/2015 Options ex 50c exp 1/10/2016
	The Company does not have a dividend policy

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	n/a
	n/a
	n/a
	n/a
	n/a

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents 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 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	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
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

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 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)

ntities that have ticked box 34(b)
38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought	n/a
	n/a

40 Do the[+] securities rank equally in all n/a respects from the date of allotment 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 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)

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number	+Class
n/a	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.

• 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 noone 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 not available now, 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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Sign here: ............................................................ Date: 23 January 2015 Company secretary

Print name: Richard Barker COMPANY SECRETARY

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	115,750,000
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities 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	Nil 20,367,127 shares (issued 7 October 2014) 375,000 shares (issued 26 February 2014) 200,000 shares (issued 4 July 2014)
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	136,692,127

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	20,503,819
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued 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	0
“C”	0
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	20,503,819
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	20,503,819_[Note: this is the remaining_ placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated 136,692,127 “A” Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 13,669,212 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or 0 agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” 0

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	13,669,212
Subtract“E” Note: number must be same as shown in Step 3	13,669,212
Total[“A” x 0.10] – “E”	13,669,212 [Note: this is the remaining placement capacity under rule 7.1A]

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Sunbird Energy Limited ACN 150 956 773

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	William Barker
Date of last notice	14 November 2013

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Invermay Investments Pty Ltd Trust\ Account> William Synnot Barker and Dawn Barker S/F A/C>
Date of change	19 January2015

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	Invermay Nominees Pty Ltd : 2,625,000 ordinary shares William Synnot Barker and Dawn Barker S/F A/C> : 425,000 ordinary shares Invermay Nominees Pty Ltd : (A) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2015 (B) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2016 (C) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2017 (D) 2,500,000 Ordinary Options exercisable at $0.25 expiring 4/11/2016 (E) 2,500,000 Ordinary Options exercisable at $0.30 expiring 4/11/2016 (F) 2,500,000 Ordinary Options exercisable at $0.30 expiring 24/06/2016 (G) 2,500,000 Ordinary Options exercisable at $0.30 expiring 7/10/2016 (H) 2,500,000 Ordinary Options exercisable at $0.20 expiring 19/1/2015 (I) 3,000,000 Conditional Performance Rights expiring 1/5/2015
Class	Ordinary shares Unlisted Options Unlisted Conditional Performance Rights
Number acquired	Nil
Number disposed	4,500,000 (lapsed Options)
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

Invermay Nominees Pty Ltd : 2,625,000 ordinary shares William Synnot Barker and Dawn Barker S/F A/C> : 425,000 ordinary shares Invermay Nominees Pty Ltd : (A) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2016 (B) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2017 (C) 2,500,000 Ordinary Options exercisable at $0.25 expiring 4/11/2016 (D) 2,500,000 Ordinary Options exercisable at $0.30 expiring 4/11/2016 (E) 2,500,000 Ordinary Options exercisable at $0.30 expiring 24/06/2016 (F) 2,500,000 Ordinary Options exercisable at $0.30 expiring 7/10/2016 (G) 3,000,000 Conditional Performance Rights expiring 1/5/2015

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Lapse of 4,500,000 unexercised options exercisable at $0.20

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	n/a
Nature of interest	n/a
Name of registered holder (if issued securities)	n/a
Date of change	n/a
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	n/a

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Interest acquired	n/a
Interest disposed	n/a
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	n/a
Interest after change	n/a

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Sunbird Energy Limited ACN 150 956 773

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

We (the entity) give ASX the following the director for the purposes of section	information under listing rule 3.19A.2 and as agent for 205G of the Corporations Act.
Name of Director	Andrew Leibovitch
Date of last notice	14 November 2014

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect	Direct and Indirect
~~i~~ Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Andrew Leibovitch and Karen Leibovitch Account> Andrew Leibovitch Karen Leibovitch and Andrew Leibovitch Fund> Karen Leibovitch Karen Leibovitch and Andrew Leibovitch Karen Leibovitch and Andrew Leibovitch Karen Leibovitch and Andrew Leibovitch
Date of change	19 January2015

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	Andrew Leibovitch : 1,300,000 ordinary shares Andrew Leibovitch and Karen Ruth Leibovitch A/C>: 700,000 ordinary shares Karen Leibovitch and Andrew Leibovitch Fund>: 750,000 ordinary shares Karen Leibovitch: 20,000 ordinary shares Karen Leibovitch and Andrew Leibovitch : 10,000 ordinary shares Karen Leibovitch and Andrew Leibovitch : 10,000 ordinary shares Karen Leibovitch and Andrew Leibovitch : 10,000 ordinary shares Andrew Leibovitch and Karen Leibovitch Account>: (A) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2015 (B) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2016 (C) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2017 (D) 2,500,000 Ordinary Options exercisable at $0.25 expiring 4/11/2016 (E) 2,500,000 Ordinary Options exercisable at $0.30 expiring 4/11/2016 (F) 2,500,000 Ordinary Options exercisable at $0.25 expiring 24/6/2016 (G) 2,500,000 Ordinary Options exercisable at $0.30 expiring 7/10/2016 (H) 2,500,000 Ordinary Options exercisable at $0.20 expiring 19/1/2015 (I) 1,500,000 Conditional Performance Rights expiring 1/5/2015
Class	Ordinary shares Unlisted Options Unlisted Conditional Performance Rights
Number acquired	Nil
Number disposed	4,500,000 (lapsed Options)
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	NA

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

Andrew Leibovitch : 1,300,000 ordinary shares Andrew Leibovitch and Karen Ruth Leibovitch A/C>: 700,000 ordinary shares Karen Leibovitch and Andrew Leibovitch Fund>: 750,000 ordinary shares Karen Leibovitch: 20,000 ordinary shares Karen Leibovitch and Andrew Leibovitch : 10,000 ordinary shares Karen Leibovitch and Andrew Leibovitch : 10,000 ordinary shares Karen Leibovitch and Andrew Leibovitch : 10,000 ordinary shares Andrew Leibovitch and Karen Leibovitch Account>: (A) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2016 (B) 2,000,000 Ordinary Options exercisable at $0.20 expiring 19/1/2017 (C) 2,500,000 Ordinary Options exercisable at $0.25 expiring 4/11/2016 (D) 2,500,000 Ordinary Options exercisable at $0.30 expiring 4/11/2016 (E) 2,500,000 Ordinary Options exercisable at $0.25 expiring 24/6/2016 (F) 2,500,000 Ordinary Options exercisable at $0.30 expiring 7/10/2016 (I) 1,500,000 Conditional Performance Rights expiring 1/5/2015

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Lapse of 4,500,000 unexercised options exercisable at $0.20

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	n/a
Nature of interest	n/a
Name of registered holder (if issued securities)	n/a

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Date of change	n/a
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	n/a
Interest acquired	n/a
Interest disposed	n/a
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	n/a
Interest after change	n/a

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms. Appendix 3Y Page 4

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Sunbird Energy Limited ACN 150 956 773

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Marcus Gracey

Date of last notice 14 November 2013

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mr Marcus Gracey; Mr Marcus Gracey & Mr Anton Gracey Falcon S/F A/C> Millennium Falcon Pty Ltd
Date of change	19 January2015
No. of securities held prior to change	Mr Marcus Gracey: (A) 100,000 ordinary shares (B) 300,000 Conditional Performance Rights expiring 1/5/2015 Mr Marcus Gracey & Mr Anton Gracey Falcon S/F A/C>: 70,000 ordinary shares Millennium Falcon Pty Ltd: 750,000 Ordinary Options exercisable at $0.20 expiring 19/1/2015

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Ordinary shares Unlisted Options Unlisted Conditional Performance Rights
Number acquired	N/A
Number disposed	750,000 (Lapsed Options)
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A
No. of securities held after change	Mr Marcus Gracey: (A) 100,000 ordinary shares (B) 300,000 Conditional Performance Rights expiring 1/5/2015 Mr Marcus Gracey & Mr Anton Gracey Falcon S/F A/C>: 70,000 ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Lapse of 750,000 unexercised options exercisable at $0.20

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	n/a
Nature of interest	n/a
Name of registered holder (if issued securities)	n/a
Date of change	n/a
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	n/a
Interest acquired	n/a
Interest disposed	n/a

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	n/a
Interest after change	n/a

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3