MARVEL GOLD LIMITED — Capital/Financing Update 2018

Nov 22, 2018

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 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)	Fully Paid Ordinary Shares (Shares)
	1,645,000 Shares
	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

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4

Do the[+] securities rank equally The Shares rank equally with issued and outstanding in all respects from the[+] issue fully paid ordinary shares. 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 Shares issued as consideration for entering into the Loan Note Subscription Agreement pursuant to the financing arrangement announced on 29 October 2018.

• 6 Purpose of the issue Issued pursuant to the Loan Note Subscription (If issued as consideration for Agreement (see ASX announcement 29 October the acquisition of assets, 2018). clearly identify those assets)

6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

Yes

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

21 November 2017

• 6c Number of[+] securities issued without 1,645,000 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)	Nil	Nil
	Nil
	Nil
	N/A
	N/A
	See Annexure 1
	23 November 2018
	Number	+Class
	80,359,794	Ordinary Shares

• See chapter 19 for defined terms.

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Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	• 5,927,359, exercisable at $0.25 each, expiring 8 June 2019 • 2,350,000, exercisable at $0.20 each, expiring 9 June 2019 • 260,000, nil exercise price, exercisable to 9 June 2019 • 715,000 nil exercise price, expiring 9 June 2021, vesting 1 July 2019 • 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 • 6,172,459 exercisable at $0.25 each, expiring 8 June 2019 • 24,308, nil exercise price, exercisable to 1 July 2020, • 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	• Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Options • Unquoted Loyalty Options • Unquoted Options • Unquoted Options • Unquoted Options

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) 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	The Entity has not yet established a dividend policy.
	N/A
	N/A
	N/A

	14	+Class of+securities to which	+Class of+securities to which	+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
24	Amount of any handling fee			N/A
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If	the issue is contingent on		N/A
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance			N/A
	form and offer documents will be
	sent to persons entitled

• See chapter 19 for defined terms.

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27	If the entity has issued options,	N/A
	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	N/A
	applicable)
29	Date rights trading will end (if	N/A
	applicable)
30	How do security holders sell their	N/A
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_	N/A
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose	N/A
	of their entitlements (except by
	sale through a broker)?
33	+Issue date	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 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

• See chapter 19 for defined terms.

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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 2018

Print name: Stuart McKenzie (Company Secretary)

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

art 1	art 1
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	70,257,517
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2	27,849 fully paid ordinary shares pursuant to the exercise of Loyalty Options
• 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
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	70,285,366

art 1	art 1
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	70,257,517
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2	27,849 fully paid ordinary shares pursuant to the exercise of Loyalty Options
• 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
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	70,285,366

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	10,542,804

• See chapter 19 for defined terms.

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

8,429,428 fully paid ordinary shares Insert number of[+] equity securities issued (Appendix 3B, 27 March 2018) or agreed to be issued in that 12 month period not counting those issued:

• 1,645,000 fully paid ordinary shares (Appendix 3B, 23 November 2018)

• 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” 10,074,428

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

“A” x 0.15 10,542,804 Note: number must be same as shown in Step 2 Subtract “C” 10,074,428 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 468,376

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” 70,285,366 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 7,028,536

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

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Nil

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	7,028,536
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	7,028,536