LIVIUM LTD — Share Issue/Capital Change 2015

Dec 3, 2015

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 (1) Fully paid ordinary shares issued (2) LITCC partly paid shares (3) Performance Rights 2 Number of[+] securities issued or to (1) 365,313 be issued (if known) or maximum (2) 662,048 number which may be issued (3) 3,000,000 3 Principal terms of the[+] securities (1) Fully paid ordinary shares (e.g. if options, exercise price and (2) Partly paid shares expiry date; if partly paid (3) Performance Rights +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.

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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 6c Number of +securities issued without security holder approval under rule 7.1	(1) Yes (2) LITCC – Yes on payment of 2.9 cps (3) Performance Rights - As listed in the Notice of AGM dated 26 October 2015
	(1) 3.9 cents per share (2) 1 cent per share (3) Nil
	(1) Issued upon conversion of LITCB partly paid shares to fully paid ordinary shares (LIT) (2) Issued upon conversion of LITCB partly paid shares to LITCC partly paid shares (3) Issue of Performance Rights as consideration for services provided to the Company
	Yes
	30 November 2015
	Nil

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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.	Nil
	Nil
	Nil
	N/A
	N/A
	Rule 7.1 – 20,472,113 Rule 7.1A – 13,648,753
	(1) 3 December 2015 (2) 3 December 2015 (3) 1 December 2015

• See chapter 19 for defined terms.

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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	+Class
	136,846,066 33,408,701	Fully paid ordinary shares Partly paid shares, paid to $0.011 and unpaid$0.039
	Number		+Class
	14,700,000 3,000,000 8,200,000 8,200,000 10,340,000 9,200,000 3,000,000		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 Performance Rights as approved by shareholders on 15 July 2015 Performance Option Rights as approved by shareholders on 15 July 2015 Performance Rights as approved by shareholders on 30 November 2015
	N/A

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

• See chapter 19 for defined terms.

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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
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

• See chapter 19 for defined terms.

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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

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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.

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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+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)	(1) 365,313 (2) 662,048
	(1) Fully paid ordinary shares (2) Partly paid ordinaryshares
	(1) Yes (2) Upon payment of 2.9 cents per share, yes.
	(1) Conversion of LITCB to LIT (2) Conversion of LITCB to LITCC

Number +Class 42 Number and[+] class of all[+] securities 136,846,066 (1) Fully paid ordinary shares quoted on ASX ( including the 33,408,701 (2) LITCC +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.

• See chapter 19 for defined terms.

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• 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” Company Secretary

Date: 4 December 2015

Print name: Barry Woodhouse

• See chapter 19 for defined terms.

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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

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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

Insert number of fully paid [+] ordinary 136,480,753
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary Nil
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 Nil
period with shareholder approval
• Number of partly paid [+] ordinary Nil
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” 136,480,753
----- End of picture text -----

• See chapter 19 for defined terms.

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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	20,472,113
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	20,472,113
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	20,472,113 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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

“A” 136,480,753 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 13,648,075

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.

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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	13,648,075
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	13,648,075 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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Company: LITHIUM AUSTRALIA NL ACN 126 129 413 Top Listing - Grouped

				Units	Units	%
	Rank	Name		UnitsUnits		%% of Units
	1	MR DENNIS BELL		3,390,386		10.15
	2	M & K KORKIDAS PTY LTD S/FUND A/C>		2,450,196		7.33
	3	HORN RESOURCES PTY LTD		1,700,000		5.09
	4	MR CRAIG BARTLE		1,371,552		4.11
	5	BT PORTFOLIO SERVICES LIMITED SAUER APP A/C>		1,000,000		2.99
	6	BT PORTFOLIO SERVICES LIMITED SAUER APP A/C>		1,000,000		2.99
	7	CYL TRADING PTY LTD		913,978		2.74
	8	MR ADRIAN CHRISTOPHER GRIFFIN		744,821		2.23
	9	MR PATRICK BERNARD MC MANUS + MRS VIVIENNE EDWINA MC MANUS		707,352		2.12
	10	MR WARWICK SAUER		690,000		2.07
	11	MS MIN HUA XUAN + MR BAO FENG PAN		665,000		1.99
	12	MR HEATH BERNARD MCCARTNEY INVESTMENT A/C>		650,000		1.95
	13	FEHU CAPITAL PTY LTD		625,000		1.87
	14	BUZZ MONTY PTY LTD A/C>		625,000		1.87
	15	FEHU CAPITAL PTY LTD		625,000		1.87
	16	ALLACTION PTY LIMITED A/C>		599,603		1.79
	17	AVON VALLEY EXPLORATION PTY LTD		575,000		1.72
	18	ADRIAN GRIFFIN		547,360		1.64
	19	STEDA NOMINEES PTY LTD A/C>		516,716		1.55
	20	WARRIOR STRATEGIC PTY LTD		508,472		1.52
		Top 20 holders of LITCC PARTLY PAID (2.9 UNPAID)		19,905,436		59.58
		Total Remaining Holders Balance		13,503,265		40.42
		Total Holders Balance		33,408,701		100.00
		TOP SPREAD REPORT SPREADS OF HOLDINGS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 999,999,999,999 TOTAL		NUMBER OF HOLDERS 0 3 7 66 67 143
						NUMBER OF UNITS 0 10,497 52,043 3,705,193 29,640,968 33,408,701

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Lithium Australia NL ABN 29 126 129 413

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Adrian Griffin
Date of last notice	25 November 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct & Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Adrian Christopher Griffin & Josephine Dawn Norman , an entity of which Adrian Griffin is a beneficiary
Date of change	1 December 2015
No. of securities held prior to change	Direct 3,680,083 ordinary fully paid shares 1,292,181 LITCC partly paid shares 4,050,000 Performance rights 3,000,000 Performance option rights 2,500,000 15 cent options expiring 1 July 2019 2,500,000 20 cent options expiring 1 July 2019 Indirect 816,767 ordinary fully paid shares 334,082 partly paid unlisted contributing shares 206,713 LITCC
Class	Performance Rights

• See chapter 19 for defined terms.

01/01/2011

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	(1) Direct – 3,000,000
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Value – Nil & Consideration - Nil
No. of securities held after change	Direct 3,680,083 ordinary fully paid shares 1,292,181 LITCC partly paid shares 4,050,000 Performance rights 3,000,000 Performance option rights 3,000,000 Performance rights 2,500,000 15 cent options expiring 1 July 2019 2,500,000 20 cent options expiring 1 July 2019 Indirect 816,767 ordinary fully paid shares 334,082 partly paid unlisted contributing shares 206,713 LITCC partly paid shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issue of 3,000,000 performance rights as approved by shareholders on 30 November 2015

• See chapter 19 for defined terms.

01/01/2011

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Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 16