LITHIUM UNIVERSE LIMITED — Capital/Financing Update 2013

Dec 18, 2013

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

Volta Mining Limited

ABN

22 148 878 782

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

• 1) Ordinary Shares 2) Ordinary Shares 3) Ordinary Shares 4) Ordinary Shares 5) Ordinary Shares 6) Unquoted Class A Options exercisable at $0.20 7) Unquoted Class B Options exercisable at $0.30 8) Unquoted Options exercisable at $0.20

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• 1) 83,333,333 2) 45,000,000 3) 8,333,333 4) 5,000,000 5) 2,700,000 6) 17,750,000 7) 1,000,000 8) 5,000,000

• 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)

• 1) Fully Paid

• 2) Fully Paid

• 3) Fully Paid 4) Fully Paid 5) Fully Paid 6) Exercisable at $0.20 on or before 10 November 2016

• 7) Exercisable at $0.30 on or before 10 November 2016

• 8) Exercisable at $0.20 on or before 10 November 2016

• 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

• 1) Yes

• 2) Yes

• 3) Yes

• 4) Yes

• 5) Yes

• 6) No – upon exercise of the options into ordinary fully paid shares, the issued shares will rank equally in all respects with an existing class of quoted securities.

• 7) No – upon exercise of the options into ordinary fully paid shares, the issued shares will rank equally in all respects with an existing class of quoted securities.

• 8) No – upon exercise of the options into ordinary fully paid shares, the issued shares will rank equally in all respects with an existing class of quoted securities.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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5 Issue price or consideration

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

	1)	$0.03
	2)	Nil cash consideration – these shares to be
		issued to the shareholders of Pilbara
		Commodities Limited as consideration for the
		acquisition of Pilbara Commodities Limited
	3)	Nil cash consideration – these shares to be
		issued to Gains Advisors Limited as a facilitation
		fee per amended Facilitation Agreement
	4)	Nil cash consideration – these shares to be
		issued to Daydock Pty Ltd as a success fee
	5)	Nil cash consideration – these shares to be
		issued to Subiaco Capital Pty Ltd as a corporate
		advisory fee
	6)	Nil cash consideration – these options to be
		issued to the optionholders of Pilbara
		Commodities Limited as consideration for the
		acquisition of Pilbara Commodities Limited
	7)	Nil cash consideration – these options to be
		issued to the optionholders of Pilbara
		Commodities Limited as consideration for the
		acquisition of Pilbara Commodities Limited
	8)	Nil cash consideration – these options to be
		issued to Daydock Pty Ltd as a success fee
	1)	These shares are to be issued pursuant to the
		capital raising offer contained in the Company’s
		Prospectus dated 13 December 2013
	2)	To be issued as consideration for the
		acquisition of 100% of the share capital of
		Pilbara Commodities Limited by the Company
	3)	to be issued as a facilitation fee payable for
		the settlement of the Mbombo iron ore project
		in accordance with amended Facilitation
		Agreement
	4)	To be issued as consideration for a success fee in
		relation to the Pilbara Commodities Limited
		acquisition
	5)	To be issued as consideration for a corporate
		advisory fee in relation to the Pilbara
		Commodities Limited acquisition
	6)	To be issued as consideration for the
		acquisition of 100% of the share capital of
		Pilbara Commodities Limited by the Company
	7)	To be issued as consideration for the
		acquisition of 100% of the share capital of
		Pilbara Commodities Limited by the Company
	8)	To be issued as consideration for a success fee in
		relation to the Pilbara Commodities Limited
		acquisition

6a Is the entity an[+] eligible entity that has obtained Yes 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 1A was passed 27 May 2013 6c Number of+securities issued without security holder approval under rule 7.1 Nil 6d Number of+securities issued with security holder approval under rule 7.1A Nil 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 1) 83,333,333 ordinary shares 2) 45,000,000 ordinary shares 3) 8,333,333 ordinary shares 4) 5,000,000 ordinary shares 5) 2,700,000 ordinary shares 6) 17,750,000 Class A Options exercisable at $0.20 7) 1,000,000 Class B Options exercisable at $0.30 8) 5,000,000 Options exercisable at $0.20 Shareholder approval to be obtained on 20 January 2014 6f Number of securities issued under an exception in rule 7.2 Nil 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. Not applicable 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 Not applicable 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 Rule 7.1 – 29,636,818 Rule 7.1A – 19,757,878 7 Dates of entering +securities into uncertificated holdings or despatch of certificates On or about 24 January 2014 Number +Class 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable) 197,578,785 37,100,000 Fully Paid Ordinary Shares $0.20 options exercisable on or before 30 June 2014	6b The date the security holder resolution under rule 1A was passed 27 May 2013 6c Number of+securities issued without security holder approval under rule 7.1 Nil 6d Number of+securities issued with security holder approval under rule 7.1A Nil 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 1) 83,333,333 ordinary shares 2) 45,000,000 ordinary shares 3) 8,333,333 ordinary shares 4) 5,000,000 ordinary shares 5) 2,700,000 ordinary shares 6) 17,750,000 Class A Options exercisable at $0.20 7) 1,000,000 Class B Options exercisable at $0.30 8) 5,000,000 Options exercisable at $0.20 Shareholder approval to be obtained on 20 January 2014 6f Number of securities issued under an exception in rule 7.2 Nil 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. Not applicable 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 Not applicable 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 Rule 7.1 – 29,636,818 Rule 7.1A – 19,757,878 7 Dates of entering +securities into uncertificated holdings or despatch of certificates On or about 24 January 2014 Number +Class 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable) 197,578,785 37,100,000 Fully Paid Ordinary Shares $0.20 options exercisable on or before 30 June 2014	27 May 2013	27 May 2013
		Nil
		Nil
		1) 83,333,333 ordinary shares 2) 45,000,000 ordinary shares 3) 8,333,333 ordinary shares 4) 5,000,000 ordinary shares 5) 2,700,000 ordinary shares 6) 17,750,000 Class A Options exercisable at $0.20 7) 1,000,000 Class B Options exercisable at $0.30 8) 5,000,000 Options exercisable at $0.20 Shareholder approval to be obtained on 20 January 2014
		Nil
		Not applicable
		Not applicable
		Rule 7.1 – 29,636,818 Rule 7.1A – 19,757,878
		On or about 24 January 2014
			+Class Fully Paid Ordinary Shares $0.20 options exercisable on or before 30 June 2014
	Number		+Class
	197,578,785 37,100,000		Fully Paid Ordinary Shares $0.20 options exercisable on or before 30 June 2014

• See chapter 19 for defined terms.

Appendix 3B Page 4

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• 9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in section 2 if applicable)

Number	+Class
3,200,000 17,750,000 1,000,000 5,000,000	Performance Rights expiring 30 May 2014 (vesting subject to conditions) A Class options exercisable at $0.20 on or before 10 November 2016 B Class options exercisable at $0.30 on or before 10 November 2016 Options exercisable at $0.20 on or before 10 November 2016

• 10 Dividend policy (in the case of a trust, Not applicable distribution policy) on the increased capital (interests)

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 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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 6

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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 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 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

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

Number +Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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 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: Date: 19 December 2013 Company Secretary

Print name: George Lazarou

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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	49,550,000
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	681,815 147,396,970
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	50,000
“A”	197,578,785

• See chapter 19 for defined terms.

Appendix 3B Page 10

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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	29,636,818
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	Nil
• 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

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	29,636,818
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	Nil
“C”	Nil
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	29,636,818
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	29,636,818 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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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” 197,578,785 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 19,757,878

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 Nil 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” Nil

• See chapter 19 for defined terms.

Appendix 3B Page 12

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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	19,757,878
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	19,757,878 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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