LIVIUM LTD — Share Issue/Capital Change 2019

Jun 10, 2019

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 (Shares) be issued (ii) Quoted Options 2 Number of[+] securities issued or (i) Up to 108,174,643 to be issued (if known) or (ii) Up to 54,087,322 maximum number which may be issued 3 Principal terms of the (i) Fully paid ordinary shares +securities (e.g. if options, (ii) Quoted options exercisable at $0.12 per exercise price and expiry date; if option and expiring on the second anniversary of their issue date. (Options) 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.

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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	(i) Shares - Yes (ii) Options - No, however upon exercise each share issued will rank equally with existing Shares.
	$0.06 per Share issued (with one free attaching Option for every2 Shares issued)
	Pursuant to the Company’s renounceable entitlement issue prospectus dated 11 June 2019, funds will be used as follows: -Lithium raw materials including exploration on Youanmi (drilling) and Medcalf (soil sampling); - Lithium chemicals including development of SiLeach®, LieNA®, L-Max® and phosphate technologies; - Lithium batteries including VSPC pilot plant operations and DLG alliance; - Lithium recycling including the Envirostream transaction; - workingcapital and the costs of the offer.
	Yes

• See chapter 19 for defined terms.

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	Appendix 3B New issue announcement
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 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	30 November 2018
	Nil
	Nil
	Nil
	(i) Up to 108,174,643 Shares (ii) Up to 54,087,322 Options
	Rule 7.1 – 68,309,949 TBC Rule 7.1A – 34,146,995 TBC

• See chapter 19 for defined terms.

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7 +Issue dates Note: The issue 4 July 2019 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.

	pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.
		Number	+Class
8	Number and+class of all	Up to	Fully paid ordinary shares
	+securities quoted on ASX	587,305,584
	(_including_the+securities in section 2 if applicable)	169,916,918	Partly paid contributing shares paid to $0.0001 each
			($0.2499 unpaid)
		Up to	Quoted options exercisable
		54,087,322	at $0.12 per option and
			expiring on the second
			anniversary of their issue
			date.

• See chapter 19 for defined terms.

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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
	4,316,666 7,875,000 9,200,000 10,340,000 13,625,000 8,484,849 15,167,602 12,000,000	$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 $0.1938 options exercisable on or before 1 May 2021 $0.1756 options exercisable on or before 23 May 2021 Performance rights as approved by shareholders on at the Company’s General Meetingon 30 April 2018
	N/A

Part 2 - Pro rata issue

rt 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	No
	Renounceable
	1:6 (with one free attaching Option for every 2 Shares subscribed for and issued)
	(i) Shares (ii) Options (with entitlement being issued pro rata for existing Shares and partly paid contributing shares)

• 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	14 June 2019
	No
	Rounded down
	All countries other than Australia and New Zealand.
	28 June 2019
	CPS Capital Group Pty Ltd
	Underwriting fee of 5% of the underwritten amount ($1.5m underwritten). Placement fee of 5% of any shortfall securities placed beyond the underwritten amount
	CPS Capital Group Pty Ltd is the lead manager to the issue.
	Lead manager fee of $60,000. A management fee of 1% of the total amount raised under the Offer. 9,000,000 Options
	N/A
	N/A

• See chapter 19 for defined terms.

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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)?	17 June 2019
	11 June 2019
	13 June 2019
	21 June 2019
	The Entitlements under the Offer are renounceable which means that all or part of an Eligible Shareholder’s rights (including partly paid shareholders) to subscribe for Shares under the Offer may be traded on ASX. If Shareholders wish to sell all of their entitlement on ASX, they must provide instructions to their Stockbroker regarding the Entitlement they wish to sell on ASX. There is no guarantee that an Eligible Shareholder will be able to sell all or any part of their Entitlement on ASX or that any particular price will bepaid for the Entitlements sold on ASX.
	If shareholders and/or partly paid shareholders wish to take up only part of their Entitlement, they must complete their personalized Entitlement and Acceptance Form for the number of Shares they wish to take up and subsequently, provide instructions to their stockbroker regarding the proportion of the Entitlement you may wish to sell.
	Shareholders may elect to transfer all or a proportion of their Entitlement to another person other than on ASX. If the purchaser of the Entitlement is an Ineligible Shareholder or a person that would be an Ineligible Shareholder if they were a registered holder of Shares,thatpurchaser will not be able to

• See chapter 19 for defined terms.

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take up the Entitlement they have purchased. If a Shareholder is on the issuer sponsored subregister and they wish to transfer all or a proportion of their Entitlement to another person other than on ASX, they must forward a completed standard renunciation and transfer form (obtainable from the Share Registry) and the applicable transferee's cheque for the Shares they wish to subscribe for payable to the account name set out in the Entitlement and Acceptance Form and crossed “Not Negotiable” to the Share Registry (by delivery or by post at any time after the issue of this Prospectus and on or before the Closing Date) in accordance with the details set out in the Entitlement and Acceptance Form. If a Shareholder wishes to transfer all or a proportion of their Entitlement to or from another person on the CHESS subregister they must engage your CHESS controlling participant (usually your stockbroker). If the transferee wants to exercise some or all of the Entitlement, the Shareholder should follow their stockbroker's instructions as to the most appropriate way to take up the Entitlement on their behalf. The Application Monies for Shares the transferee of the Entitlement wants to acquire must be received by Share Registry in accordance with the terms of the offer.

33 +Issue date 4 July 2019

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 - (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

• See chapter 19 for defined terms.

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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.

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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.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from

subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any

• applications received by us in relation to any[+] securities to be quoted and

• that no-one has any right to return any[+] securities to be quoted under

sections 737, 738 or 1016F of the Corporations Act at the time that we

request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: “Barry Woodhouse”Date: 11 June 2019 Company Secretary

Print name: Barry Woodhouse

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	421,134,909
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	2,711,467 42,623,572
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	466,469,948

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement	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	69,970,492
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	1,660,993 9,000,000 Options (exercise price $0.12 and expiring 2 years from issue)
“C”	10,660,993
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	69, 970,492
Subtract“C” Note: number must be same as shown in Step 3	10, 660,993
Total[“A” x 0.15] – “C”	59,309,949

• See chapter 19 for defined terms.

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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	466,469,948
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	46,646,995
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	12,500,000
“E”	12,500,000

• 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
“A” x 0.10 Note: number must be same as shown in Step 2	46,646,995
Subtract“E” Note: number must be same as shown in Step 3	12,500,000
Total[“A” x 0.10] – “E”	34,146,995 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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