IONIC RARE EARTHS LIMITED — Capital/Financing Update 2018

Jul 25, 2018

26 July 2018

The Company Announcements Office Australian Securities Exchange via electronic lodgment

Oro Verde Limited (“Oro Verde” or “the Company”) is pleased to advise that it has completed tranche two of the share placement, as announced to ASX on 28 May 2018.

The share issue consisted of two tranches, with the second tranche subject to shareholder approval, which was obtained on 13 July 2018. The issue of the first tranche of 110 million shares was completed on 31 May 2018 and raised approximately $0.275 million (before costs).

The second tranche, completed on 25 July 2018, consisted of the issue of 570 million shares raising $1.4255 million (before costs). In addition, one option exercisable at $0.0075 and expiring 31 July 2021 was issued for every two shares subscribed for under tranche 1 & 2. As a result, 340 million options have been issued.

Funds raised under the placement will be used for general working capital, to maintain the Company’s assets and to continue the search for and acquisition of projects that can add value to the Company.

Please find attached:

1. Appendix 3B in relation to the issue of 570,000,000 fully paid shares and 340,000,000 options for tranche 2 of the Placement announced on 28 May 2018; and

2. A cleansing notice under section 708A(5)(e) of the Corporations Act 2001.

Yours faithfully

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Brett Dickson Company Secretary

Oro Verde Limited (ABN 84 083 646 477) Level 1, 34 Colin Street, West Perth, WA 6005 PO Box 493, West Perth, WA 6872 Telephone: + 61 8 9481 2555

1

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Name of entity

ORO VERDE LIMITED

ABN

84 083 646 477

We (the entity) give ASX the following information.

Part 1 - All issues

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) 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	1. Ordinary Fully Paid 2. 31 July2021, $0.0075 Options
	1. 570,000,000 2. 340,000,000
	1. Issued Fully Paid 2. Options exercisable at $0.0075 and expire 31 July 2021
	1. Yes, Ordinary Fully Paid (OVL) 2. No

5 Issue price or consideration

1. $0.0025 2. Nil. Issued on the basis of 1 option for every 2 shares allotted pursuant to this issue of fully paid ordinary shares and those fully paid shares issued on 31 May 2018.

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 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	General working capital, to maintain the Company’s assets and to search for projects that can add value to the Company
	Yes
	22 November 2017
	-
	-
	1. 570,000,000 2. 340,000,000
	-
	-
	-
	Listing Rile 7.1 – 212,062,275 Listing Rule 7.1A – 153,458,183

7 +Issue date 25 July 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 rate 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[+] securities 1,552,706,835 Fully paid ordinary quoted on ASX ( including the shares (OVL) securities in clause 2 if applicable) 9 Number and[+] class of all[+] securities not 73,000,000 30 September 2019 quoted on ASX ( including the - 5 cent options securities in clause 2 if applicable) (OVLAA) 47,000,000 30 November 2020 - 1.3 cent options 340,000,000 31 July 2021 - 0.75 cent options 10 Dividend policy (in the case of a trust, N/A distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 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 offer 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 offer documents 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	+Issue date

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)

• 38 Number of securities for which +quotation is sought

• 39 Class of[+] securities for which quotation is sought

• 40 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

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)

Numb +Class

• 42 Number and[+] class of all[+] 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 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.

Sign here:

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Date: 26 July 2018

Company Secretary Print name: BRETT DICKSON

== == == == ==

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

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 issue date ordate ofagreement toissue	695,196,590 as at 30 June 2017
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	349,315 – issued 17 Aug ’17, approved at 23 Nov 2016 AGM 158,625,000 – issued 6 Nov ’17, SPP exception 15 Listing Rule 7.2 410,930 – issued 8 Feb ’18, approved at 22 Nov 2017 AGM 110,000,000 – issued 31 May ’18, approved at 13 Jul 2018 GM 570,000,000 – issued 25 Jul ’18, approved at 13 Jul 2018 GM
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	1,534,581,835
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	230,169,150

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

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used	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	5,000,000 – issued 4 Oct ’17 13,125,000 – issued 7 Nov ‘17
“C”	18,125,000
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	230,187,275
Subtract“C” Note: number must be same as shown in Step 3	18,125,000
Total[“A” x 0.15] – “C”	212,062,275 [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

Part 2	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
“A” Note: number must be same as shown in Step 1 of Part 1	1,534,581,835
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	153,458,183
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or 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	Nil
“E”	Nil
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	153,458,183
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	153,458,183 Note: this is the remaining placement capacity under rule 7.1A

1 June 2018

The Company Announcements Office Australian Securities Exchange via electronic lodgement

Notice pursuant to section 708A(5) of the Corporations Act 2001 (Cth)

1. On 25 July 2018 Oro Verde Limited (ACN 083 646 477) ( Oro Verde ) issued 570,000,000 fully paid ordinary shares at an issue price of $0.0025 per share and 340,000,000 options exercisable at $0.0075 which expire 31 July 2021 ( Relevant Securities ).

2. Oro Verde issued the Relevant Securities without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth) ( the Act ).

3. This notice is being given under 708(5)(e) of the Act.

4. As at the date of this notice Oro Verde has complied with:

5. a. The provisions of Chapter 2M of the Act as they apply to Oro Verde; and

6. b. Section 674 of the Act.

7. As at the date of this notice, there is no information that is excluded information (as that term is used in section 708A(7) and (8) of the Act) in respect to Oro Verde.

Yours sincerely

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Brett Dickson Company Secretary

Oro Verde Limited (ABN 84 083 646 477) Level 1, 34 Richardson Street, West Perth, WA 6005 PO Box 493, West Perth, WA 6872 Telephone: + 61 8 9481 2555

www.oroverde.com.au