LIVIUM LTD — Capital/Financing Update 2018

Apr 19, 2018

ACN: 126 129 413 ASX: LIT & LITCE

Level 1 675 Murray St West Perth WA 6005 PO Box 1088 West Perth WA 6872

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20 April 2018

ASX ANNOUNCEMENT

Purchase of the Moolyella Lithium/Tin/Tantalum Project, Pilbara region WA and

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Conversion of $100,000 of the Arena Convertible Note

Identification of Pegmatites at Moolyella Pilbara WA

Lithium Australia NL (ASX: LIT) is pleased to advise the acquisition of Exploration Licence 45/4766 located within the Moolyella tin field in the Pilbara region of Western Australia, about 1300km north-east of Perth (see Figure 1 below). LIT purchased this tenement from Anova Metals Australia Pty Ltd. Consideration for the acquisition is $25,000 cash and $25,000 worth of fully paid shares in LIT valued at the 20-day VWAP of $0.1509 (equating to 165,653 shares).

The exploration licence subject of the Moolyella Project was granted on 4 July 2017 and lies approximately 18km east-southeast of the township of Marble Bar and 160 km southeast of Port Hedland. The project covers targets within the Fig Tree Gneiss, which is part of the Tambina Supersuite. Outcropping pegmatites occur as swarms with individual dykes being up to 15 m thick and traceable for up to 700 m along strike. Locally these pegmatites contain abundant lithium micas often associated with alluvial deposits of tin and tantalum. (See Figure 2) The transfer remains subject to any required regulatory approvals.

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Figure 1 - Location of Moolyella Project

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Figure 2 – Lepidolite (purple) in pegmatite at Moolyella

Lithium micas are a preferred feed for LIT’s SiLeach[®] process for which the Company anticipates building a large-scale pilot plant as part of the commercialization process

Comment from the managing director, Adrian Griffin.

“The abundance of fertile granites and associated pegmatites, in the Pilbara, has seen the region emerge as the greatest lithium province in the world. There remains great potential for further discoveries and Moolyella has all the right ingredients.”

Arena debt to equity conversion

LIT advised on 1 March 2018 that it had secured a A$18.27M convertible note facility (under the terms of a Convertible Note Deed ) with a leading US institutional investor with more than US$750M in assets under management, Arena Investors LP ( Arena ). A cleansing statement was also lodged on that date.

The notes have a face value of A$21M and, subject to certain conditions, will be issued by LIT at a discount of 13%. The notes are unsecured and drawn down in six tranches. The first tranche has been received and subsequently, Arena has requested conversion of a minimum parcel of fully paid ordinary shares in LIT ( Shares ) to the value of $100,000 at the agreed VWAP of $0.1426 per Share with accrued interest converted into Shares in accordance with the terms of the Convertible Note Deed. Accordingly, the Board has resolved to issue 702,879 Shares to satisfy the Conversion Notice.

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

Lithium Australia NL (ASX: LIT) ( Company ) has issued and allotted 868,532 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:

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

(ii) section 674 of the Act; and

1. 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.

An Appendix 3B is attached.

Adrian Griffin

Managing Director Mobile +61 (0) 438 674 259 Adrian.Griffin@lithium-au.com

ABOUT LITHIUM AUSTRALIA NL

Lithium Australia aspires to 'close the loop' on the energy-metal cycle. Its disruptive extraction processes are designed to convert all lithium silicates to lithium chemicals, from which advanced components for the battery industry can be created. By uniting resources and the best available technology, Lithium Australia seeks to establish a vertically integrated lithium processing business.

MEDIA CONTACT:

Adrian Griffin Lithium Australia NL 08 6145 0288 | 0418 927 658 Kevin Skinner Field Public Relations 08 8234 9555 | 0414 822 631

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

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 (i) Fully paid ordinary shares be issued (ii) Fully paid ordinary shares 2 Number of[+] securities issued or (i) 702,879 to be issued (if known) or (ii) 165,653 maximum number which may be issued 3 Principal terms of the (i) and (ii) Fully paid ordinary shares +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)

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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 5 Issue price or consideration 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	(i) and (ii) Yes
	(i) $0.1426 (ii) $0.1509
	(i) Conversion of convertible notes having a value of $100,000 together with the satisfaction of interest accrued pursuant to a Conversion Notice issued under the Convertible Note Deed (ii) Consideration for the purchase of the Moolyella Project
	Yes
	28 November 2017

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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	(i) & (ii) 868,532
	-
	Rule 7.1 – 9,289,267 Rule 7.1A – 4,006,458

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

7 +Issue dates 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.	(i) and (ii) 19 April 2018

8 Number and+class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable) 9 Number and+class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	410,520,849 163,416,918	Fully paid ordinary shares Partly paid contributing shares paid to $0.0001 each ($0.2499 unpaid)
	Number	+Class
	4,316,666 7,875,000 9,200,000 10,340,000 15,000,000 3,400,000	$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 2016 Convertible notes
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 7

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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.

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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.

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Appendix 3B New issue announcement

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1 - (i) and (ii)

• (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

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

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)

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

• See chapter 19 for defined terms.

Appendix 3B Page 11

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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: 19 April 2018 Company Secretary

Print name: Barry Woodhouse

• See chapter 19 for defined terms.

Appendix 3B Page 12

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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

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Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid [+] ordinary 257,832,829
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 28,526,790
securities issued in that 12 month
period under an exception in rule 7.2
89,435,824
• 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
Subtract the number of fully paid Nil
+ordinary securities cancelled during that
12 month period
“A” 375,795,443
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	56,369,316
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	47,080,049+ [+This includes the issue of the $3.5m Convertible Note with a floor price of $0.10 and deemed to be equivalent to the issue of 35,000,000 shares at $0.10 per share.]
“C”	47,080,049
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	56,369,316
Subtract“C” Note: number must be same as shown in Step 3	47,080,049
Total[“A” x 0.15] – “C”	9,289,267[Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 14

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Appendix 3B New issue announcement

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

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” Note: number must be same as shown in Step 1 of Part 1	257,832,829
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	25,783,825
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	21,776,825
“E”	21,776,825

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	25,783,283
Subtract“E” Note: number must be same as shown in Step 3	21,776,825
Total[“A” x 0.10] – “E”	4,006,458 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 16

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