JINDALEE LITHIUM LIMITED — Capital/Financing Update 2002

Nov 18, 2002

Jindalee Resources Ltd ABN 52 064 121 133 Level 1 3 Ord Street West Perth WA 6005 PO Box 1033 West Perth WA 6872 Western Australia Telephone: (08) 9321 7550 Facsimilie: (08) 9321 7950 Email: enquiry@lindalee.net

FAX TRANSMISSION

TO:	AUSTRALIAN STOCK EXCHANGE	DATE:	19/11/02
	ATTENTION: COMPANY ANNOUNCEMENTS OFFICE FAX NO:		1300 300 021
FROM:	LINDSAY DUDFIFI D	No OF PAGES: 10

New Issue Announcement, application for quotation of additional securities and agreement

Please find attached Appendix 3B and appended listing of the 20 largest holders of these securities and also distribution schedule..

Yours faithfully,

Veloc 9

LINDSAY DUDFIELD Managing Director.

This document and any following pages are intended solely for the named addressee, are confidential and may contain legally privileged information. The copying or distribution of them or any information they contain, by anyone other than the addressee is prohibited. If you have received this document in error, please let us know by reverse charge telephone call and then destroy the document. Thankyou.

fax ASX 10

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002,

Name of entity

JINDALEE RESOURCES LIMITED

ABN

52 064 121 133

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).

• $\mathbf{1}$ ⁺Class of ⁺securities issued or to be Options to subscribe for Ordinary fully paid issued share at an exercise price of 25 cents on or before 30/06/2005
• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum 8,073,971 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)

Exercisable at 25 cents each on before 30/06/2005

$+$ See chapter 19 for defined terms.

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 extent the to which they participate for the next dividend. (in the. case of $\mathbf{a}$ 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	No Upon exercise of the options into ordinary fully paid share, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities.
5	Issue price or consideration	1¢ per option
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Funds raised from the issue will be applied to working capital and also to meet issue expenses of approximately \$10,000
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	13 November 2002
		Number	+Class
8	Number and - class of ali + securities quoted ASX on (including the securities in clause 2 if applicable)	18,532,538 8,073,971	Ordinary fully paid shares 30/06/2005 options exercisable at 25 cents each

$\overline{\phantom{a}}$

$\epsilon$

⁺ See chapter 19 for defined terms.

	Number	+Class
9 Number and + class οf all *securities not quoted on ASX (including the securities in clause 2) if applicable)	2,276,858	Ordinary fully paid shares escrowed 24 months from 11/07/02

$10$ Dividend policy (in the case of a trust, distribution policy) on the $N/A$ increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	No
$12 \,$	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the *securities will be offered	One (1) option for every two ordinary fully paid shares held
14	+ Class of + securities to which the offer relates	Ordinary fully paid shares
15	+Record date determine tο entitlements	5.00 pm WST 04/11/02
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Yes
17	Policy for deciding entitlements in relation to fractions	Round down to nearest 1 option
18	Names of countries in which the entity has *security holders who will not be sent new issue documents	Countries outside Australia and New Zealand
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt οf acceptances or reminciations	08/11/02

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	Issue not underwritten. Shortfall to lapse.
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances renunciations ŌT. behalf of on *security holders	N/A
25	Ιf the issue is contingent on *security holders' approval, the date of the meeting	No
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	16/10/02
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 N/A applicable)
29	Date rights trading will end (if applicable)	N/A
30	How do 'security holders sell their entitlements in full through $\mathbf{a}$ broker?	N/A
31	How do 'security holders sell part of their entitlements through a broker and accept for the balance?	N/A

⁺ See chapter 19 for defined terms.

1. How do 'security holders dispose of $N/A$ N/A their entitlements (except by sale through a broker)? 33 *Despatch date 13/11/02

Part 3 - Ouotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one) $\alpha$ 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

(If the additional securities do not form a new class, go to 43)

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

$(now go to 43)$

⁺ See chapter 19 for defined terms.

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 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 $\bullet$ 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)

$42₁$ Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

+ Class ---------------------------------------

(now go to $43$ )

⁺ See chapter 19 for defined terms.

All entities

Fees

43 Payment method (tick one)

Cheque attached
Electronic payment made Note: Payment may be made electronically if Appendix 38 is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not $\bullet$ 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 warrantles from subscribers for the accurities 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the ⁺securities to be quoted, it has been provided 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 $\blacksquare$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.

⁺ See chapter 19 for defined terms.

• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ 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:	$D_{\text{ate}}$ 19/11/02 and the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the cont . . . $\eta$ (rector)

Print name: LINDSAY DUDFIELD

$== == == == == ==$

⁺ See chapter 19 for defined terms.

JINDALEE RESOURCES LIMITED ASX CODE: JRLO

The following table details the names of the 20 largest holders of this new class of
securities and the percentage held by each holder is detailed below:

	Name	JRLO Percentage %
1.	Kale Capital Corporation	Securities held 16.85
2.	Teck Cominco Australia Pty Ltd	12.39
З.	Lindsay Dudfield	7.00
4.	Apakian Pty Limited	6.20
5.	Jopan Management Ltd	5.60
6.	Bell Potter Nominees Pty Ltd	4.04
7.	Baracus Pty Ltd	3.48
8.	Spaceface Pty Limited	1.55
9.	Ross Asset Management Limited	1.41
10.	Bond Street Custodians Limited	1.25
11,	Warramboo Holdings Pty Ltd	1.24
12.	Wythenshawe Pty Ltd	1.24
13.	Strong Investments Pty Ltd	1.01
14.	Perth Investment Corporation	0.88
15.	Kagelu Holdings Pty Ltd	0.83
16.	Mr Adrian Donald Lee	0.81
17.	United Asset Management Ltd	0.79
18.	Lake Argyle Holdings Pty Ltd	0.74
19.	Nanbrana Pty Ltd	0.67
20.	Lawstar Pty Ltd	0.65

Below is a distribution schedule of the options setting out the number of holders in each category as per item 36 of the Appendix 3B.

$1 - 1,000$	44
1,001 - 5,000	85
5,001 - 10,000	63
10,001 - 100,000	100
100,001 and over	11