PAINCHEK LTD — Capital/Financing Update 2015

Oct 13, 2015

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

MinQuest Limited

ABN

21 146 035 127

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)	N/a
	N/a
	N/a

+ See chapter 19 for defined terms.

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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 6d Number of+securities issued with security holder approval under rule 7.1A	N/a
	N/a
	N/a
	N/a
	N/a
	N/a
	N/a

+ See chapter 19 for defined terms.

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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)	N/a
	N/a
	N/a
	N/a
	N/a
	N/a
	Number	+Class

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
	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 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	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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Appendix 3B New issue announcement

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 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?	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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Appendix 3B New issue announcement

32 How do security holders dispose of N/a 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

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of + securities for which 72,816,669 + quotation is sought 39 + Class of + securities for which Share options with an exercise price of $0.045 per quotation is sought share expiring on 11 May 2017 40 Do the[+] securities rank equally in all No. respects from the[+] issue date with an existing[+] class of quoted[+] securities? Ordinary shares issued pursuant to the exercise of the options will rank equally in all respects If the additional[+] securities do not from the date of issue with existing fully paid rank equally, please state: • the date from which they do ordinary shares. • 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 The Company is seeking to have the securities Example: In the case of restricted securities, end of listed to provide liquidity for the holders of the restriction period options. (if issued upon conversion of another + security, clearly identify that other + security) Number + Class 42 Number and[+] class of all[+] securities 202,064,510 Fully paid ordinary quoted on ASX (including the shares + securities in clause 38) 72,816,669 Share options with an exercise price of $0.045 per share expiring 11 May 2017

+ See chapter 19 for defined terms.

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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:

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Date: 14 October 2015

Company Secretary

Print name: Stephen Kelly

== == == == ==

+ See chapter 19 for defined terms.

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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

Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary
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 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
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A”
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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
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
“C”
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
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

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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”
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
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
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”
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+ 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 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder (Option holder) to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Option holder the right to subscribe for one Share.

• (b) The Options will expire at 5.00 pm (AEST) on 11 May 2017 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Option will be $0.045 (Exercise Price).

• (d) The Options held by each Option holder may be exercised in whole or in part, and if exercised in part, a minimum of 1,000 Options must be exercised on each occasion.

• (e) An Option holder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised; (Exercise Notice).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by payment of the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h)

• The Options are freely transferrable.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will apply for official quotation of the Options on ASX within 10 business days of the following conditions precedent being met:

• (i) The Company obtaining the minimum spread of 50 Option holders required by the ASX Listing Rules.

• (ii) All shareholder and other approvals required by the ASX Listing Rules or the Corporations Law being obtained.

• (k) The Company will apply for official quotation by the ASX of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those new Shares.

• (l) If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

• (m) There are no participating rights or entitlements inherent in the Options and the Option holders will not be entitled to participate in new issues of capital offered to Shareholders without exercising the Option. The Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 5 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (n) Subject to paragraph (l), an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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Analysis of Holdings as at 13-10-2015

MinQuest Limited

Security Classes:

Unlisted Options $0.045 Exp. 11/5/2017

Holdings Ranges	Holders	Total Units	%
1-1,000	0	0	0.000
1,001-5,000	0	0	0.000
5,001-10,000	0	0	0.000
10,001-100,000	20	1,790,000	2.458
100,001-9,999,999,999	38	71,026,669	97.542
Totals	58	72,816,669	100.000

Registry Management Services: Boardroom Pty Limited - 14003209836 - www.boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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Top 20 Holdings as at 13-10-2015

MinQuest Limited

ABN: 21146035127

Security classes selected for this report:

Unlisted Options $0.045 Exp. 11/5/2017

Group/Holder No	Holder Name	13-10-2015	%
	MR ROBERT ANTHONY HEALY	22,500,000	30.900
	MR PETER DARREN RUSSELL	5,800,000	7.965
	YEPPOON PROPERTY GROUP PTY LTD	4,833,333	6.638
	BT GLOBAL HOLDINGS PTY LTD <BT	3,666,667	5.035
	UNIT A/C>
	SCINTILLA STRATEGIC INVESTMENTS	3,333,333	4.578
	LTD
	BARCLAY WELLS LIMITED	2,500,000	3.433
	MR RUSSELL NEIL CREACH	2,000,000	2.747
	MR BIN LIU	2,000,000	2.747
	LUXY VAN LOENHOUT	1,666,667	2.289
	VITOR PTY LTD	1,666,667	2.289
	AUSTRALIAN TRADE ACCESS PTY LTD	1,333,333	1.831
	BEIRNE TRADING PTY LTD	1,333,333	1.831
	SCINTILLA CAPITAL PTY LTD	1,333,333	1.831
	TROMSO PTY LTD	1,333,333	1.831
	MR RICHARD KAREL VALENTA & MS	1,333,333	1.831
	ROSEMARY ANNE GALL <WATTLE
	CIRCLE SUPER FUND A/C>

Boardroom Pty Limited - ABN: 14003209836 - www. boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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Top 20 Holdings as at 13-10-2015

MinQuest Limited

ABN: 21146035127

Group/Holder No	Holder Name	13-10-2015	%
	MR PAUL GREGORY BROWN & MRS	1,200,000	1.648
	JESSICA ORIWIA BROWN
	GYTON PTY LTD <GYTON SUPER FUND	1,000,000	1.373
	A/C>
	PW AND VJ COOPER PTY LIMITED <P W	1,000,000	1.373
	& V J COOPER S/F A/C>
	APED PTY LTD	666,667	0.916
	MR EMMANUEL CORREIA	666,667	0.916
	FARINWAY PTY LTD <FARINWAY SUPER	666,667	0.916
	FUND A/C>
	GRAZIAN PTY LTD <THE IAN MURIE	666,667	0.916
	SUPER FUND A/C>
	HUSIF NOMINEES PTY LTD <RC LYNTON-	666,667	0.916
	BROWN FAMILY A/C>
	MR DANIEL IRVINE	666,667	0.916
	MS LEANNE CAROLYN KELLY	666,667	0.916
	MR GREGORY BLAKE LIDICKY	666,667	0.916
	MAINBREAK SECURITIES PTY LTD	666,667	0.916
	MR STEPHEN SHARRATT	666,667	0.916
	VASKO SULESKI	666,667	0.916
	THE BRAND CONNECTION PTY LTD	666,667	0.916
	MR VINCENZO VELLELONGA	666,667	0.916
	Totals for Top 20	68,500,003	94.072
	Total IC	72,816,669

Boardroom Pty Limited - ABN: 14003209836 - www. boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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Top 20 Holdings as at 13-10-2015

MinQuest Limited

ABN: 21146035127

Boardroom Pty Limited - ABN: 14003209836 - www. boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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