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LIVIUM LTD Capital/Financing Update 2016

May 10, 2016

65239_rns_2016-05-10_8fbb37b2-7fe0-4baf-bd7e-095b105ec328.pdf

Capital/Financing Update

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11 May 2016

ASX ANNOUNCEMENT

LITHIUM AUSTRALIA COMPLETES THE BONUS ISSUE

Lithium Australia NL (ASX: LIT) confirms completion of the issue of the 1-for-2 bonus partly paid shares ( Bonus Issue ) at a total issue price of $0.25 each and which are deemed to be paid up to $0.0001 each ( Bonus Issue Shares (with ASX designation of LITAQ)). The Bonus Issue Shares were issued to those shareholders registered on the Record Date. The mail–out of the relevant statements will occur from this Friday.

LIT, as a No Liability company , has proven with its previous bonus issue of $0.05 partly paid shares (currently LITCC - partly paid shares, paid to $0.021 and unpaid $0.029) that this equity financing structure has benefitted both the Company and its partly paid shareholders. LIT has undertaken this Bonus Issue as a reward to its shareholders, as well as to provide the Company with an alternate source of funding into the future.

LIT advises that the Bonus Issue Shares will not be listed on the ASX. After such time as the LITCC series has all been fully called, or fully paid up, currently expected to occur by November 2016 at the latest, LIT can then seek to list another series of partly paid shares. At this future point in time LIT will assess whether to apply for quotation of the LITAQ’s, subject to the ASX Listing Rules.

Should all of the remaining 6 LITCC holders elect to pay the amount outstanding on the remaining 163,864 LITCC shares in full prior to this time and thereby convert their LITCC partly paid shares to LIT fully paid ordinary shares then LIT will immediately review whether to make application to ASX to list the LITAQ’s.

LIT will keep its shareholders informed as to the progress of the remaining LITCC conversions.

Barry Woodhouse

Company Secretary Mobile +61 (0) 438 674 259 or [email protected]

Notice under section 708A(5)(e) of the Corporations Act 2001

Lithium Australia NL (ASX: LIT) ( Company ) has issued and allotted 1,166,667 fully paid ordinary shares in the capital of the Company at issue prices as outlined in the attached Appendix 3B. Accordingly, the Company gives notice under section 708A(5)(e)(i) of the Corporations Act 2001 (Cth) ( Act ) that:

  1. the abovementioned shares were issued without disclosure to investors under Part 6D.2 of the Act;

  2. as at the date of this notice the Company has complied with:

  3. (i) the provisions of Chapter 2M of the Act as they apply to the Company; and

  4. (ii) section 674 of the Act; and

  5. as at the date of this notice there is no information to be disclosed which is “excluded information” as defined in subsection 708A(7) of the Act that is reasonable for investors and their professional advisers to find in a disclosure document.

About Lithium Australia NL: LIT is a dedicated developer of disruptive lithium extraction technologies including the versatile Sileach™ process which is capable of recovering lithium from any silicate minerals. LIT has strategic alliances with a number of companies, potentially providing access to a diversified lithium mineral inventory globally.

Appendix 3B New issue announcement

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, 04/03/13

Name of entity

Lithium Australia NL

ABN

29 126 129 413

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 (e.g. 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)
(i) Fully paid ordinary shares
(ii) Fully paid ordinary shares
(iii) Fully paid ordinary shares
(iv) Partly paid contributing shares paid to
$0.0001 each($0.2499 unpaid)
(i) 600,000
(ii) 66,667
(iii) 500,000
(iv) 120,045,496
(i) – (iii) Fully paid ordinary shares
(iv) $0.2499 outstanding and Shares rank
equally when fully paid up. Currently no due
date for payment.
  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

4 Do the[+] securities rank equally (i) – (iii) Yes in all respects from the[+] issue date with an existing[+] class of (iv) No - Shares rank equally when fully paid up. 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 (i) $0.10 (ii) $0.15 (iii) N/A – As per farm-in terms (iv) $0.0001 6 Purpose of the issue (i) Issued upon exercise of 10 cent options (If issued as consideration for (ii) Issued upon exercise of 15 cent options the acquisition of assets, (iii) Issued pursuant to the farm-in terms of the clearly identify those assets) Electra Joint Venture Stage 1 (iv) Bonus issue 6a Is the entity an[+] eligible entity Yes 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 30 November 2015 resolution under rule 7.1A was passed

  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

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
5,300,000
-
-
666,667
N/A
Rule 7.1 – 4,761,681
Rule 7.1A – 7,041,121
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

  • 7 +Issue dates

11 May 2016

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 rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

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

Number +Class
230,591,720
163,864
Fully paid ordinary shares
Partly paid shares, paid to
$0.021 and unpaid $0.029

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

Number +Class
133,943,700
100,000
4,316,666
7,875,000
9,200,000
10,340,000
1,000,000
Partly paid contributing
shares paid to $0.0001 each
($0.2499 unpaid)
$0.10 options exercisable on
or before 1 July 2016
$0.15 options exercisable on
or before 1 July 2019
$0.20 options exercisable on
or before 1 July 2019
$0.30 options exercisable on
or before 1 July 2019
Performance Rights as
approved by shareholders on
15 July 2015
Performance Rights as
approved by shareholders on
30 November 2015

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

Part 2 - 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 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
  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

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

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

  • 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 (i) – (iii) 1,166,667 +quotation is sought 39 +Class of +securities for which Fully paid ordinary shares quotation is sought

  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

40 Do the[+] securities rank equally Yes 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)

Number +Class 42 Number and +class of all 230,591,720 Fully paid ordinary shares +securities quoted on ASX 163,864 Partly paid shares, paid to ( including the[+] securities in $0.021 and unpaid $0.029 clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

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 is not available now, we 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: “Barry Woodhouse” Date: 11 May 2016 Company Secretary

Print name: Barry Woodhouse

  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Rule 7.1 – Issues exceeding 15% of capital 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 the
+issue date or date of agreement to issue
116,721,854
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
7,828,830
44,844,641
37,496,637
Subtractthe number of fully paid
+ordinary securities cancelled during that
12 month period
Nil
“A” 206,891,962
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 31,033,794
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
26,272,113
“C” 26,272,113
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
31,033,794
Subtract“C”
Note: number must be same as shown in
Step 3
26,272,113
Total[“A” x 0.15] – “C” 4,761,681
[Note: this is the remaining placement
capacity under rule 7.1]
been used
Insertnumber of+equity securities issued 26,272,113
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
“C” 26,272,113
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under
rule 7.1
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under
rule 7.1
“A” x 0.15 31,033,794
Note: number must be same as shown in
Step 2
Subtract“C” 26,272,113
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 4,761,681
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

Appendix 3Y Change of Director’s Interest Notice

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” 206,891,962
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 20,689,196
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has
already been used
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has
already been used
Insertnumber of+equity securities issued 13,648,075
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” 7,041,121
  • See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 14

Appendix 3Y Change of Director’s Interest Notice

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
20,689,196
Subtract“E”
Note: number must be same as shown in
Step 3
13,648,075
Total[“A” x 0.10] – “E” 7,041,121
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 15