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LIVIUM LTD Share Issue/Capital Change 2015

Oct 18, 2015

65239_rns_2015-10-18_1b44d2b6-26cc-4319-9e9b-63deb1680be4.pdf

Share Issue/Capital Change

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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)
1) 15 cent options expiring 1 July 2019
2) 20 cent options expiring1 July2019
1) 8,200,000
2) 8,200,000
1) 15 cent options expiring 1 July 2019
2) 20 cent options expiring 1 July 2019
See Attachment A and Attachment B for
further details.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in 1) & 2) No all respects from the[+] issue date with an existing[+] class of quoted The fully paid ordinary shares that will issue +securities? upon exercise of the options issued pursuant to 1) & 2) will rank pari passu with the fully paid If the additional[+] securities do not ordinary shares on issue. 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) & 2) - Nil consideration 6 Purpose of the issue Hurdles met for conversion of Performance (If issued as consideration for the Option Rights as approved by shareholders in acquisition of assets, clearly the general meeting held 15 July 2015 identify those assets) 6a Is the entity an[+] eligible entity that No 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 6d Number of[+] securities issued with security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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.
Not applicable
19 October 2015
  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

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
133,586,766
36,668,001
Fully paid ordinary shares
Partly paid shares, paid to
$0.011 and unpaid$0.039
Number +Class
14,700,000
1,500,000
3,000,000
8,200,000
8,200,000
10,340,000
9,200,000
Partly paid contributing
shares paid to $0.0001 each
($0.2499 unpaid)
$0.25 options exercisable on
or before 29 November 2015
$0.10 options exercisable on
or before 1 July 2016
$0.15 cent options
exercisable on or before 1
July 2019
$0.20 cent 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 July2015
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
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

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
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
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

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

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

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 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)

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 7

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: 19 October 2015 Company Secretary

Print name: Barry Woodhouse

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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 8 September 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 19 October 2015
No. of securities held prior to change Direct
3,680,083 ordinary fully paid shares
1,292,181 partly paid listed contributing shares
1,500,000 unlisted $0.25 options exercisable on or
before 29 November 2015
4,050,000 Performance rights
8,000,000 Performance option rights
Indirect
816,767 ordinary fully paid shares
334,082 partly paid unlisted contributing shares
206,713 partly paid unlisted contributing shares
Class 15 cent options expiring 1 July 2019
20 cent options expiring 1 July 2019
  • See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 10

Appendix 3Y Change of Director’s Interest Notice

Number acquired Direct
2,500,000 15 cent options expiring 1 July 2019
2,500,000 20 cent options expiring 1 July 2019
Number disposed Direct
5,000,000 Performance option rights upon
conversion
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
Direct
Not applicable
No. of securities held after change Direct
3,680,083 ordinary fully paid shares
1,292,181 partly paid listed contributing shares
1,500,000 unlisted $0.25 options exercisable on or
before 29 November 2015
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 partly paid unlisted contributing 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
5m Performance option rights converted to 2.5m
15 cent and 2.5m 20 cent options pursuant to
hurdles as approved in the general meeting held
15 July 2015
  • See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 11

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 12

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 George Bauk
Date of last notice 8 September 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.

isclosed in thispart.
Direct or indirect interest Direct
Indirect 1,Indirect 2 & Indirect 3
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Indirect 1
Totode Pty Ltd
of which George Bauk is a beneficiary
Indirect 2
Totode Pty Ltd
of which George Bauk is a beneficiary
Indirect 3
Bodi Bauk of which George Bauk is guardian
Date of change 19 October 2015
  • See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 13

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change Direct
9,750 ordinary fully paid shares
Indirect 1
59,750 ordinary fully paid shares
200,000 partly paid listed contributing shares
Indirect 2
10,500 ordinary fully paid shares
100,000 partly paid listed contributing shares
2,025,000 performance rights (as approved
by shareholders at the 15 July 2015 general
meeting)
4,000,000 performance option rights (as
approved by shareholders at the 15 July 2015
general meeting)
Indirect 3
100,000partly paid listed contributingshares
Class 15 cent options expiring 1 July 2019
20 cent options expiring 1 July 2019
Number acquired Indirect 2
1,250,000 15 cent options expiring 1 July 2019
1,250,000 20 cent options expiring 1 July 2019
Number disposed 2,500,000 Performance option rights upon
conversion
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
Value – Nil / Consideration - Nil
No. of securities held after change Direct
9,750 ordinary fully paid shares
Indirect 1
59,750 ordinary fully paid shares
200,000 partly paid listed contributing shares
Indirect 2
10,500 ordinary fully paid shares
100,000 partly paid listed contributing shares
2,025,000 performance rights (as approved
by shareholders at the 15 July 2015 general
meeting)
1,500,000 performance option rights
1,250,000 15 cent options expiring 1 July
2019
1,250,000 20 cent options expiring 1 July
2019
Indirect 3
100,000 partly paid listed contributing shares
  • See chapter 19 for defined terms. Appendix 3Y Page 14

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation
in buy-back
2.5m Performance option rights converted to
1.25m 15 cent and 1.25m 20 cent options
pursuant to hurdles as approved in the general
meeting held 15 July 2015

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

art 3 –+Closedperiod
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 15

Rule 3.19A.2

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 Bryan Dixon
Date of last notice 8 September 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.

isclosed in thispart.
Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Indirect 1
Warrior Finance Pty Ltd, an entity of which Bryan
Dixon is a director and shareholder
Indirect 2
Warrior Strategic Pty Ltd, an entity of which Bryan
Dixon is a director and shareholder
Date of change 19 October 2015
No. of securities held prior to change Indirect 1
12,000 ordinary fully paid shares
6,000 partly paid unlisted contributing shares
Indirect 2
920,215 ordinary fully paid shares
508,472 partly paid listed contributing shares
2,025,000 Performance rights
4,000,000 Performance option rights
Class 15 cent options expiring 1 July 2019
20 cent options expiring 1 July 2019
Number acquired Indirect 2
1,250,000 15 cent options expiring 1 July 2019
1,250,000 20 cent options expiring 1 July 2019
Number disposed Indirect 2
2,500,000 Performance option rights upon
conversion
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
Value – Nil / Consideration - Nil
No. of securities held after change Indirect 1
12,000 ordinary fully paid shares
6,000 partly paid unlisted contributing shares
Indirect 2
920,215 ordinary fully paid shares
508,472 partly paid listed contributing shares
2,025,000 Performance rights
1,500,000 Performance option rights
1,250,000 15 cent options expiring 1 July 2019
1,250,000 20 cent options expiring 1 July 2019
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation
in buy-back
2.5m Performance option rights converted to
1.25m 15 cent and 1.25m 20 cent options
pursuant to hurdles as approved in the general
meeting held 15 July 2015

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

art 3 –+Closedperiod
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

ATTACHMENT A

TERMS OF OPTIONS $0. 15 1/7/2019

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.15 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on 1 July 2019 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

  • (i) the Exercise Date; and

  • (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

  • (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

  • (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

  • (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no

later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Quoted / Unquoted

The Company may apply for quotation of the Options on ASX, subject to ASX Listing Rules and corporate law.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws

ATTACHMENT B

TERMS OF OPTIONS $0. 20 1/7/2019

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.20 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on 1 July 2019 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

  • (i) the Exercise Date; and

  • (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

  • (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

  • (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

  • (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no

later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Quoted / Unquoted

The Company may apply for quotation of the Options on ASX, subject to ASX Listing Rules and corporate law.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws