MARVEL GOLD LIMITED — Capital/Financing Update 2019

Feb 25, 2019

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

ABN

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 Fully paid ordinary shares (Shares) issued 2 Number of[+] securities issued or to be 683,399 Shares issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities (e.g. if 683,399 Fully Paid Ordinary Shares 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)

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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

$0.259 per Share No cash was received as the Shares were issued pursuant to a cashless exercise of Unquoted Options in accordance with the provisions of the Company’s Option Plan.

6 Purpose of the issue Shares issued pursuant to the cashless exercise of (If issued as consideration for Unquoted Options that were issued to directors and the acquisition of assets, management in accordance with the Replacement clearly identify those assets) Prospectus of 10 May 2016. 6a Is the entity an[+] eligible entity Yes 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

26 November 2018

• 6b The date the security holder resolution under rule 7.1A was passed

• 6c Number of[+] securities issued without Nil 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
	683,399
	N/A
	N/A
	See Annexure 1
	26 February 2019
	Number	+Class
	87,320,122	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) 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 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements	Number	+Class
	5,927,359, exercisable at $0.25 each, expiring 8 June 2019 6,172,459, exercisable at $0.25 each, expiring 8 June 2019 2,034,388, expiring 9 June 2021, vesting 1 July 2019 686,338, nil exercise price, exercisable to 9 June 2019 1,400,745, nil exercise price, expiring 1 July 2022, vesting 1 July 2020 721,606, nil exercise price, expiring 1 July 2021, vesting 1 July 2019 1,384,122,nil exercise price, expiring 1 July 2023, vesting 1 July 2021 104,982 nil exercise price, exercisable to 1 July 2020	Unquoted Options Unquoted Options Unquoted Options Unquoted Options Unquoted Options Unquoted Options Unquoted Options Unquoted Options
	The Entity has not yet established a dividend policy.
	N/A
	N/A
	N/A
	N/A
	N/A

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? N/A 17 Policy for deciding entitlements in relation to fractions N/A 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. N/A 19 Closing date for receipt of acceptances or renunciations N/A 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders N/A 25 If the issue is contingent on security holders’ approval, the date of the meeting N/A 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled N/A 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 N/A 28 Date rights trading will begin (if applicable) N/A	16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? N/A 17 Policy for deciding entitlements in relation to fractions N/A 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. N/A 19 Closing date for receipt of acceptances or renunciations N/A 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders N/A 25 If the issue is contingent on security holders’ approval, the date of the meeting N/A 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled N/A 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 N/A 28 Date rights trading will begin (if applicable) N/A	N/A
		N/A
		N/A
		N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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

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

A copy of any trust deed for the additional[+] securities

37

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)

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.

• See chapter 19 for defined terms.

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• 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: 26 February 2019 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

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	70,285,366
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	8,429,428 fully paid ordinary shares (approved by shareholders 26 November 2018) 142,000 fully paid ordinary shares (Appendix 3B, 13 December 2018) 178,572 fully paid ordinary shares (Appendix 3B, 20 December 2018) 683,399 fully paid ordinary shares (Appendix 3B, 26 February 2019)
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	79,718,765

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	11,957,814

• 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

1,645,000 fully paid ordinary shares Insert number of[+] equity securities issued (Appendix 3B, 23 November 2018) or agreed to be issued in that 12 month period not counting those issued: 5,956,357 fully paid ordinary shares • Under an exception in rule 7.2 (Appendix 3B, 24 January 2019)

• 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” 7,601,357

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

“A” x 0.15	11,855,304
Note: number must be same as shown in
Step 2
Subtract“C”	7,601,357
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	4,356,457

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

capacity is calculated
“A”	79,718,765
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	7,971,876

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

7.1A that has already been used	7.1A that has already been used
Insertnumber of +equity securities issued		Nil
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

• See chapter 19 for defined terms.

Appendix 3B Page 11

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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	7,971,876
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	7,971,876