MARVEL GOLD LIMITED — Capital/Financing Update 2017

Nov 22, 2017

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23 November 2017

SECONDARY TRADING NOTIFICATION - NOTICE PURSUANT TO SECTION 708A(5)(E) OF THE CORPORATIONS ACT 2001 (the Act)

Re: Issue of 300,000 Shares (Shares)

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By Graphex giving this notice, sale of the Shares will fall within the exemption in section 708A(5) of the Act.

Graphex hereby gives notice under Section 708A(5)(e) of the Act that:

• (a) the Shares were issued without disclosure to investors under Part 6D.2 of the Act;

• (b) as at the date of this notice, Graphex has complied with:

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

• (ii) section 674 of the Act; and

• (c) as at the date of this notice:

• (i) there is no information that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• (ii) there is no "excluded information" within the meaning of sections 708A(7) and 708A(8) of the Corporations Act which is required to be disclosed under section 708A(6)(e) of the Corporations Act.

An Appendix 3B follows.

PHIL HOSKINS

Managing Director

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

Graphex Mining Limited

ABN

77 610 319 769

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	Fully paid ordinary shares (Shares) Unquoted Options (Options)
	300,000 Shares 1,611,450 Options

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)

• 300,000 Fully paid Ordinary Shares Options • 433,644 Options with a nil exercise price, vesting 1 July 2018, expiring 1 July 2020

• • 343,212 Options with a nil exercise price, vesting 1 July 2019, expiring 9 June 2021

• • 238,333 Options with a nil exercise price, vesting 1 July 2019, expiring 9 June 2021

• • 596,261 Options with a nil exercise price, vesting 1 July 2020, expiring 1 July 2022

• See chapter 19 for defined terms.

Appendix 3B Page 1

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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	The Shares rank equally with issued and outstanding fully paid ordinary shares.
	Shares: $0.22 per Share, pursuant to the share placement completed on 31 July 2017. Options: Nil exercise price
	Issue of Options as short-term incentives and long- term incentives to the Managing Director under the Graphex Mining Limited Option Plan, the details of which are set out in the Replacement Prospectus of 10 May 2016. Issue of shares to directors pursuant to participation in a share placement. The issue of the Options and Shares was approved by shareholders at the annual general meeting held on 21 November 2017.
	Yes

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 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. 8 Number and+class of all+securities quoted on ASX (including the +securities in section 2 if applicable)	21 November 2017	21 November 2017
	Nil
	Nil
	Nil
	300,000 Shares 1,611,450 Options
	N/A
	N/A
	See Annexure 1
	23 November 2017
	Number	+Class
	69,927,509	Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

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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
	• 330,008 (escrowed to 14 June 2018) • 5,927,359, exercisable at $0.25 each, expiring 8 June 2019 (escrowed to 14 June 2018) • 2,350,000, exercisable at $0.20 each, expiring 9 June 2019 (escrowed to 14 June 2018) • 260,000, nil exercise price, exercisable to 9 June 2019 (escrowed to 14 June 2018) • 715,000 nil exercise price, expiring 9 June 2021, vesting 1 July 2019 (476,667 escrowed to 14 June 2018) • 650,000, exercisable at $0.20 each, expiring 9 June 2019 • 426,338, nil exercise price, exercisable to 9 June 2019 • 1,319,388, nil exercise price, expiring 9 June 2021, vesting 1 July 2019 • 6,200,308 exercisable at $0.25 each, expiring 8 June 2019 • 299,904, nil exercise price, expiring 1 July 2020, vesting 1 July 2018 • 804,484, nil exercise price, expiring 1 July 2022, vesting 1 July 2020 • 596,261, nil exercise price, expiring 1 July 2022, vesting 1 July 2020 • 433,644, nil exercise price, expiring 1 July 2020, vesting 1 July 2018	• Unquoted restricted shares • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Loyalty Options • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Options
	The Entity has not yet established a dividend policy.

Part 2 - Pro rata issue

	11	Is security holder approval	Is security holder approval	Is security holder approval	Is security holder approval	N/A
		required?
	12	Is the issue renounceable		or		N/A
		non-renounceable?
	13	Ratio in which the	+securities			N/A
		will be offered
	14	+Class of+securities to which				N/A
		the offer relates
	15	+Record date to	determine			N/A
		entitlements
	16	Will holdings on	different			N/A
		registers (or subregisters)		be
		aggregated for	calculating
		entitlements?
	17	Policy for deciding entitlements				N/A
		in relation to fractions
	18	Names of countries in which		the		N/A
		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	N/A
		acceptances or renunciations
					N/A
20	Names of any underwriters
21	Amount of any underwriting fee				N/A
	or commission
22	Names of any brokers to the issue				N/A
23	Fee or commission payable to the				N/A
	broker to the issue

• See chapter 19 for defined terms.

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24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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 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

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

• See chapter 19 for defined terms.

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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)

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 noone 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.

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Sign here: ............................................................Date: 23 November 2017 Print name: Stuart McKenzie (Company Secretary)

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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

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

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	56,411,023
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	1,572,252 fully paid ordinary shares pursuant to the exercise of Loyalty Options from 25 November 2016 to 23 June 2017 112,610 fully paid ordinary shares (Appendix 3B, 8 December 2016) 116,178 fully paid ordinary shares (Appendix 3B, 21 June 2017) 300,000 fully paid ordinary shares (Appendix 3B, 23 November 2017) 8,731,809 fully paid ordinary shares (approved by shareholders, 21 November 2017) 3,013,645 fully paid ordinary shares (approved by shareholders, 21 November 2017)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	70,257,517

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	10,538,627

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Nil Insert number 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

• “C” Nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	10,538,627
Note: number must be same as shown in
Step 2
Subtract“C”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	10,538,627

Part 2

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Rule 7.1A – Additional placement capacity for eligible entities

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

“A” 70,257,517 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 7,025,751 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Nil Insert number 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

• “E” Nil

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	7,025,751
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	7,025,751

• See chapter 19 for defined terms.

Appendix 3B Page 13

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