LITHIUM UNIVERSE LIMITED — Capital/Financing Update 2016

Nov 14, 2016

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

eSports Mogul Asia Pacific Limited (formerly 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) Class A Performance Shares 5) Class A Performance Shares 6) Class B Performance Shares 7) Listed Options exercisable at $0.05

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

• 1) 350,000,000 2) 100,000,000 3) 200,000,000 4) 100,000,000 5) 13,000,000 6) 100,000,000 7) 150,000,000

• 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) Class A Performance Shares 5) Class A Performance Shares 6) Class B Performance Shares 7) Exercisable at $0.05 on or before 30 October 2019

• 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

• 1) Yes

• 2) Yes

• 3) Yes

• 4) No – upon meeting performance indicators, the issued shares will rank equally in all respects with an existing class of quoted securities Yes

• 5) No – upon meeting performance indicators, the issued shares will rank equally in all respects with an existing class of quoted securities.

• 6) No – upon meeting performance indicators, 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.

• 1) $0.02

• 2) Nil cash consideration – these shares to be issued to the shareholders of eSports Mogul Pty Ltd as consideration for the acquisition of eSports Mogul Pty Ltd, as approved at the shareholders meeting on 17 October 2016

• 3) $0.01 – these shares to be issued to Noteholders of eSports Mogul Pty Ltd, as approved at the shareholders meeting on 17 October 2016

• 4) Nil cash consideration – these Class A Performance Shares to the shareholders of eSports Mogul Pty Ltd as consideration for the acquisition of eSports Mogul Pty Ltd, as approved at the shareholders meeting on 17 October 2016

• 5) Nil cash consideration – these Class A Performance Shares to be issued to certain members of the management team under the Company Employee Incentive Plan

• 6) Nil cash consideration – these Class B Performance Shares to the shareholders of eSports Mogul Pty Ltd as consideration for the acquisition of eSports Mogul Pty Ltd, as approved at the shareholders meeting on 17 October 2016

• 7) Nil cash consideration – these broker options to be issued to issued, as approved at the shareholders meeting on 17 October 2016

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

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 .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.	1) These shares are to be issued pursuant to the capital raising offer contained in the Company’s Prospectus dated 11 October 2016 2) To be issued as consideration for the acquisition of 100% of the share capital of eSports Mogul Pty Ltd by the Company 3) to be issued to the noteholders of eSports Mogul Pty Ltd in accordance with Share Sale Agreement 4) To be issued as consideration for the acquisition of 100% of the share capital of eSports Mogul Pty Ltd by the Company 5) To be issued as remuneration to certain members of the management team under the Company’s Employee Incentive Plan 6) To be issued as consideration for the acquisition of 100% of the share capital of eSports Mogul Pty Ltd by the Company 7) To be issued in consideration of broking services provided to the Company in connection with the capital raising under the Prospectus dated 11 October 2016
	Yes
	31 May 2016
	Nil
	Nil
	1) 350,000,000 ordinary shares 2) 100,000,000 ordinary shares 3) 200,000,000 ordinary shares 4) 100,000,000 Class A Performance Shares 5) 100,000,000 Class B Performance Shares 6) 150,000,000 Listed Options exercisable at $0.05 Shareholder approval was obtained on 17 October 2016
	13,000,000 Class A Performance Shares
	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 – 131,795,641 Rule 7.1A – 87,863,760

• 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

14 November 2016

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

Number	+Class
678,637,609 171,478,207	Fully Paid Ordinary Shares $0.05 options exercisable on or before 30 October 2019

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

Number

+Class

26,000,000 74,000,000 100,000,000 20,000,000 20,000,000 80,000,000 80,000,000 13,000,000 150,000,000

Fully Paid Ordinary Shares not quoted until 24 months from date of quotation Fully Paid Ordinary shares not quoted until 14 November 2017 Fully Paid Ordinary Shares not quoted until 15 January 2017 Class A Performance Shares not quoted until 24 months from date of quotation Class B Performance Shares not quoted until 24 months from date of quotation Class A Performance Shares not quoted until 14 November 2017 Class B Performance Shares not quoted until 14 November 2017 Class A Performance Shares Options exercisable at $0.05 on or before 30 October 2016 not quoted until 24 months from date ofquotation

• 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

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

11 Is security holder approval required? Not applicable 12 Is the issue renounceable or non- renounceable? Not applicable 13 Ratio in which the+securities will be offered Not applicable 14 +Class of+securities to which the offer relates Not applicable 15 +Record date to determine entitlements Not applicable 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Not applicable 17 Policy for deciding entitlements in relation to fractions Not applicable 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. Not applicable 19 Closing date for receipt of acceptances or renunciations Not applicable 20 Names of any underwriters Not applicable 21 Amount of any underwriting fee or commission Not applicable 22 Names of any brokers to the issue Not applicable 23 Fee or commission payable to the broker to the issue Not applicable 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders Not applicable 25 If the issue is contingent on+security holders’ approval, the date of the meeting Not applicable 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 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
		Not applicable
		Not applicable
		Not applicable
		Not applicable
		Not applicable

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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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)

Number +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 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: 15 November 2016 Company Secretary

Print name: George Lazarou

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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

==> picture [404 x 380] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary 228,637,609
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under
Nil
an exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with 650,000,000
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
Subtract the number of fully paid ordinary
securities cancelled during that 12 month
period
“A” 878,637,609
----- End of picture text -----

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 9

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	131,795,641
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	131,795,641
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	131,795,641 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

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” 878,637,609 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 87,863,760

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

Insert number of equity securities issued Nil 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

“E” Nil

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 11

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	87,863,760
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	87,863,760 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012