LIVIUM LTD — Share Issue/Capital Change 2016

Jul 24, 2016

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ACN: 126 129 413 ASX: LIT Level 1 675 Murray St West Perth WA 6005 PO Box 588 Belmont WA 6984

25 July 2016

ASX ANNOUNCEMENT

Appendix 3B

Lithium Australia NL (ASX: LIT) advises further conversions of the current unlisted partly paid shares and the issue of shares in relation to the purchase of Gascoyne tenements as detailed in a separate announcement earlier today.

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

Lithium Australia NL (ASX: LIT) ( Company ) has issued and allotted 1,249,519 fully paid ordinary shares and 500,000 partly paid 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:

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

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.

Barry Woodhouse

Company Secretary Mobile +61 (0) 438 674 259 or Barry.Woodhouse@lithium-au.com

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. Corporate alliances include Pilbara Minerals, Focus Minerals, Alix Resources, Cazaly Resources, Venus Metals, and Tungsten Mining.

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) Partly paid shares, paid to $0.0001 and unpaid$0.2499(LITAQ)
	(i) 749,519 (ii) 500,000 (iii) 500,000
	(i) – (ii) Fully paid ordinary shares (iii) LITAQ

• See chapter 19 for defined terms.

Appendix 3B Page 2

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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	(i) – (ii) Yes (iii) No – only when the LITAQ’s are fully paid up
	(i) $0.02499 (ii) $0.2817 (iii) $0.0001
	(i) Conversion of LITAQ to LIT (ii) & (iii) Consideration for purchase of Lithophile Pty Ltd
	Yes
	30 November 2015

• See chapter 19 for defined terms.

Appendix 3B Page 3

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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.		-
		-
		-
		(ii) and (iii) Securities issued under rule 7.1A Issue date 21 July 2016 Issue price 28.1677 cents Source of VWAP - Weblink
		(ii) and (iii) 500,000 LIT & 500,000 LITAQ 25 July 2016
		Rule 7.1 – 9,438,981 Rule 7.1A – 8,450,059
		21 July 2016

• See chapter 19 for defined terms.

Appendix 3B Page 4

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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
	232,823,079 26,676	Fully paid ordinary shares Partly paid shares, paid to $0.041 and unpaid $0.009
		+Class Partly paid contributing shares paid to $0.0001 each ($0.2499 unpaid) $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
	Number	+Class
	132,949,499 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) $0.15 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
	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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Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

• 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

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

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) – (ii) 1,249,519 LIT +quotation is sought

39 +Class of +securities for which (i)- (ii)Fully paid ordinary shares quotation is sought

• See chapter 19 for defined terms.

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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)	(i) – (ii) Yes
	(i) Conversion of LITAQ to LIT (ii) New issue of shares

Number +Class 42 Number and +class of all 232,823,079 Fully paid ordinary shares +securities quoted on ASX 26,676 Partly paid shares, paid to ( including the[+] securities in $0.041 and unpaid $0.009 clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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: 25 July 2016

Company Secretary

Print name: Barry Woodhouse

• See chapter 19 for defined terms.

Appendix 3B Page 10

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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

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Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid [+] ordinary 131,951,766
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary
securities issued in that 12 month
14,737,164
period under an exception in rule 7.2
• Number of fully paid [+] ordinary
44,844,641
securities issued in that 12 month
period with shareholder approval
39,447,773
• 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” 230,981,344
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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”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	34,647,201
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	25,208,220
“C”	25,208,220
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	34,647,201
Subtract“C” Note: number must be same as shown in Step 3	25,208,220
Total[“A” x 0.15] – “C”	9,438,981 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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	230,981,344
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	23,098,134
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	14,648,075
“E”	14,648,075

• See chapter 19 for defined terms.

Appendix 3B Page 13

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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	23,098,134
Subtract“E” Note: number must be same as shown in Step 3	14,648,075
Total[“A” x 0.10] – “E”	8,450,059 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

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