PATRONUS RESOURCES LIMITED — Capital/Financing Update 2014

Jun 9, 2014

Board of Directors

Terry Grammer Chairman

Trevor Dixon Managing Director

Fritz Fitton Technical Director

Joe Graziano Non-Executive Director & Company Secretary

Contact Details

Office

342 Scarborough Beach Road Osborne Park Western Australia 6017

Phone 08 9242 2227

Fax 08 9242 1277

Email info@kinmining.com.au

Website www.kinmining.com.au

Shares on Issue: 38,653,003 (KIN)

Options on Issue: 19,362,512 at \$0.30 Expiring 31 January 2015

ASX: KIN

KIN announces rights issue to raise up to \$5.8M to underpin WA gold acquisition and development strategy

Landmark capital raising to establish strong growth platform through acquisition of Leonora Gold Project from Deed Administrator of Navigator Resources Ltd (Subject to Deed of Company Arrangement) (Navigator).

Key Points

• KIN to undertake a 1-for-1 non-renounceable rights issue at 15c per share to raise up to \$5.8M.
• Funds raised to be used to complete the acquisition of the advanced Leonora Gold Project for \$2.5M and provide working capital to underpin a Definitive Feasibility Study.
• Historical production from the Leonora Gold Project area amounts to 316,000oz at an average grade of 4.92g/t gold. Total Mineral Resource inventory comprises 12.29Mt @ 1.9g/t Au for 745,000oz Au under the JORC 2004 code.
• 282,000oz contained predominantly beneath existing open pit shell designs, indicating strong potential for further depth extensions of currently defined ore bodies.
• Substantial planning and development work already completed with open pit optimisation studies for each of the key deposits and metallurgical test work returning 95% plus recoveries.
• Pre-Feasibility Study completed by Navigator in 2009 for 97% of the total Mineral Resource demonstrated an economically viable project with considerable upside.
• Feasibility Study scheduled to commence in early 2015, with a decision to mine targeted for October 2015.

Kin Mining NL (ASX: KIN) (Company) is pleased to announce that it intends to undertake a pro-rata non-renounceable offer to all eligible shareholders to raise up to \$5.8 million (before costs) (Issue) to underpin the acquisition of the Leonora Gold Project and advance its strategy to become a significant WA gold producer.

The Issue will be undertaken on the basis of one (1) new fully paid share (Share) for every one (1) share held by eligible shareholders on 16 June 2014 at an issue price of \$0.15c per share.

The Issue price represents a 17% discount to the volume weighted average price (VWAP) of Kin's shares for the 20 trading days prior to the close of trade on 6 June 2014, being the last trading day prior to this announcement. The new shares issued under this the Issue will rank equally with existing Shares.

The Issue is not underwritten. Shareholders who take up their full entitlement under the Issue may also apply to participate in any shortfall available under the Issue. Any shortfall will be placed at the discretion of the Directors.

The issue is made under a Prospectus which has been lodged with ASIC and which is available on both the ASX website (www.asx.com.au) and on the Company's website (www.kinmining.com.au).

Eligible shareholders should consider the Prospectus in deciding whether to acquire shares under the Issue, and complete the personalised Entitlement and Acceptance Application form that will accompany the Prospectus.

The proposed timetable for the Issue is set out below:

Lodgement of Prospectus with ASIC	9 June 2014
Announcement of Entitlement Issue including Appendix 3B	10 June 2014
Letter to Shareholders and Option Holders	11 June 2014
Ex Date – Shares Trade ex Entitlement	12 June 2014
Record Date to Determine Entitlement	16 June 2014
Prospectus with Entitlement and Acceptance Form sent to Shareholders	19 June 2014
Offer opens to receipt of Applications	19 June 2014
Closing date for receipt of Acceptances	10 July 2014
Securities quoted on a deferred settlement basis	11 July 2014
Notify ASX of under subscriptions	15 July 2014
Allotment and issue of New Shares and despatch of Shareholding Statements	17 July 2014
Trading of New Shares expected to commence	18 July 2014

The Directors may extend the Closing Date by giving at least 3 business days' notice to ASX prior to the Closing Date. As such the date the new Shares are expected to commence trading on ASX may vary. An Appendix 3B announcement is attached.

Option Holders Only

Page 2 of 16 Existing option holders may participate in the Rights Issue only upon exercise of their options before the record date. There are no participating rights or entitlements inherent in the options and you are not entitled to participate in new issues of capital offered to shareholders during the currency of your options. You have the ability

to exercise your options prior to the Record Date, 16 June 2014, which will entitle you to participate in the rights issue. Please contact the share registry, Advanced Share Registry Services Ltd (Telephone 08 9389 8033) if you wish to exercise your options.

Use of Proceeds

The proceeds of the Issue will be used for the following purposes:

• To fund the remaining balance of \$2.5 million to complete the acquisition of the Leonora Gold Project from Navigator. A deposit of \$200,000 has already been paid;
• To provide working capital to undertake technical studies at the Leonora Gold Project including upgrading the existing JORC 2004 Mineral Resource to JORC 2012 compliant status; and
• To provide working capital to undertake extensional drilling at key deposits and underpin the commencement of a Definitive Feasibility Study in early 2015 to advance the Leonora Gold Project towards production.

Substantial planning and development work has already been completed with pit optimisations completed for each of the key deposits. Further detailed background information on the history and potential of the Project is provided below.

Kin Mining Managing Director Trevor Dixon said, "The capital raising marked another important milestone in the Company's strategy to become a significant WA gold producer."

"We are pleased to be able to offer all of our shareholders the opportunity to participate on attractive terms, with the proceeds of the rights issue enabling us to complete the acquisition of the Project and commence important technical studies required to upgrade the Mineral Resource inventory to JORC 2012 compliant status."

"This will provide a clear pathway for us to commence a Definitive Feasibility Study and fast-track our transition from junior explorer to emerging WA gold producer based on what has been independently assessed and verified as a high quality gold project with the potential to generate robust cash flows."

"Part of the proceeds of the rights issue will also be used to undertake extensional drilling at key deposits, enabling us to test the significant growth potential which we believe this project offers."

"This is an exciting time for Kin Mining and our shareholders and we look forward to completing the acquisition and executing the next important steps in our growth strategy," Mr Dixon said.

Leonora Gold Project Overview

The proceeds of the rights issue will be utilised to fund the purchase of Navigator's Leonora Gold Project, comprising a tenement portfolio extending over an area of 308km² , and to provide working capital for the purposes set out above.

Part of the proceeds will be used to upgrade the current Indicated and Inferred Resource of 12.29Mt grading 1.9g/t gold for 745,000oz (over 70% of which is classified in the higher confidence Indicated category) to JORC 2012 compliant status.

This upgraded Mineral Resource will form the basis for a Definitive Feasibility Study, scheduled to commence in early 2015, with a decision to mine targeted during Q3 2015.

The Company's objective is to upgrade the resources with the view to commence mining at near-surface deposits, initially open pit oxide deposits, focusing on higher grade starter pits at Mertondale, Cardinia and Raeside.

The Company's combined land-holding in the Leonora region (including existing tenements held by Kin prior to the Leonora Gold Project acquisition) is regarded as highly prospective. Significant drill programs are planned with the objective in the short term of increasing existing resources at both Mertondale and Cardinia.

The project has outstanding growth potential with +280,000oz of resources beneath the existing pit shell designs highlighting the untested underground potential. Strike extensional zones between the existing resources and extending over an estimated 35km strike length from the Mertondale 5 deposit in the north to the Cardinia deposit in the south – along the mineralised Mertondale Shear and sub-parallel Kurrajong trend – remain largely unexplored.

These extensional zones represent priority exploration targets and demonstrate the Project's considerable upside potential.

Drill campaigns conducted by Navigator after November 2008 have not been included in the existing Mineral Resources, highlighting the potential to further increase the current Mineral Resource inventory for negligible cost.

The Project is located in a region that hosts several significant underground mining operations and the depth potential of the existing Mineral Resources have never been fully evaluated.

Resources and Reserves

The Leonora Gold Project is located in the Eastern Goldfields, 35km north-east of Leonora, a mining town with outstanding infrastructure access. This includes close proximity to rail transport, the Goldfields Gas Pipeline, high quality roads, an airstrip with regular services to Perth and a mining supply network.

The Leonora Gold Project contains 19 gold resources (Table 1) that are grouped in the following project areas, including:

• Mertondale 5.59Mt @ 2.2g/t Au for 395,000oz
• Cardinia 4.79Mt @ 1.3g/t Au for 199,000oz
• Gambier Lass 0.34Mt @ 1.5g/t Au for 17,000oz
• Raeside 1.57Mt @ 2.6g/t Au for 134,000oz

A significant amount of planning and development work has already been completed for each of the key deposits including mine design, pit optimisation studies, heritage and environmental agreements and metallurgical testwork.

Pre-feasibility studies conducted by Navigator have been completed for the vast majority of the total Mineral Resource, demonstrating an economically viable project.

Trial mining conducted by Navigator at Mertondale 2 and Bruno was successful with gold recoveries of >93% achieved. Several parcels of ore were treated at the Sons of Gwalia and Bronzewing plants for the production of 7,223oz of gold from 114,000 tonnes of ore.

	LEONORA GOLD PROJECT MINERAL RESOURCES - 30 JUNE 2012
Project	Lower cutoff grade	Indicated Resources		Inferred Resources		Total Resources
Area	g/t Au	Mt	g/t Au	koz	Mt	g/t Au	koz	Mt	g/t Au	koz
Mertondale*
Mertondale 3 4	0.7	0.87	2.3	65	0.66	2.1	45	1.53	2.2	110
Merton's Reward	0.7	1.01	2.7	87	0.07	1.7	4	1.08	2.6	91
Tonto	0.7	0.97	1.9	60				0.97	1.9	60
Eclipse (Tonto North)	0.7	0.62	1.8	35	0.25	1.7	14	0.87	1.8	49
Mertondale 5	0.7	0.32	3.2	33	0.16	2.7	13	0.48	3.0	46
Quicksilver (Tonto South)	0.7	0.55	1.8	31	0.11	2.1	8	0.66	1.8	39
Subtotal Mertondale		4.34	2.2	311	1.25	2.1	84	5.59	2.2	395
Cardinia**
Bruno-Lewis Exploration	0.7	1.04	1.1	37	1.52	1.3	63	2.56	1.2	100
Helen's North	0.7	0.63	1.2	24	0.13	1.1	5	0.76	1.2	29
Kyte	0.7				0.31	1.6	16	0.31	1.6	16
Rangoon	0.7	0.09	1.8	5	0.23	1.3	9	0.31	1.4	14
Lewis Grade Control	0.7	0.29	1.4	13				0.29	1.4	13
Bruno Grade Control	0.7	0.11	1.4	5	0.03	1.1	$\mathbf{1}$	0.15	1.3	6
Helen's South	0.7	0.19	1.8	11	0.01	1.3	0	0.20	1.7	11
Lewis South	0.7				0.10	1.3	4	0.10	1.3	4
Black Chief***	0.7				0.12	1.6	6	0.12	1.6	6
Subtotal Cardinia		2.35	1.3	95	2.44	1.3	104	4.79	1.3	199
Raeside
Michelangelo-Leonardo	0.7	1.28	2.7	111				1.28	2.7	111
Forgotten Four	0.7	0.07	3.0	7	0.10	2.1	7	0.17	2.5	14
Krang	0.7	0.11	2.6	9				0.11	2.6	9
Subtotal Raeside		1.47	2.7	127	0.10	2.1	$\overline{7}$	1.57	2.6	134
Gambier Lass***	0.7				0.34	1.6	17	0.34	1.6	17
TOTAL		8.16	2.0	533	4.13	1.6	212	12.29	1.9	745

Table 1. Outline of the mineral resources of the Leonora Gold Project The Mineral Resource estimate complies with recommendations in the Australian Code for Reporting of Mineral Resources and Ore Reserves (2004) by the Joint Ore Reserves Committee (JORC).

In 2009, Navigator commissioned independent reviews of the Mineral Resources which were completed by McDonald Speijers (Mertondale and Raeside) and Runge Limited (Cardinia).

The resources (except Black Chief and Gambier Lass) were constrained by open pit shells optimised at a gold price of A\$2,000/oz. The calculation resulted in combined total Mineral Resource of 12.29 Mt @ 1.9g/t Au for 745,000 ounces of gold (Table 1).

The classification of the resource was divided into Indicated and Inferred categories with 71% of the total resource residing within the higher indicated category. The bulk of the gold resource is in the higher category, which indicates that the resource is a robust, well advanced project approaching mine development.

• Cardinia Indicated 2.35Mt @ 1.3g/t Au and Inferred 2.44Mt @ 1.3g/t Au
• Mertondale Indicated 4.34Mt @ 2.2g/t Au and Inferred 1.25Mt @ 2.1g/t Au
• Raeside Indicated 1.47Mt @ 2.7g/t Au and Inferred 0.10Mt @ 2.1g/t Au

The project area has a rich gold mining history with a combined historic production from the region, including Mertondale, Cardinia and Raeside, of 1,999,962t @ 4.92g/t Au for the recovery of 316,117 oz Au.

Tenement plan of the Leonora Gold Project (green & brown) with Kin mining tenements (black).

Numerous parties have held the project ground since gold was first discovered by Fred Merton in 1899. Most of the gold produced, some 274,824oz, occurred in the 1980s and 1990s from open pit mining in the Mertondale area.

Due diligence by KIN Mining highlighted that recent Navigator drilling, from November 2008 onwards, has not been incorporated into the current resource model nor have the metallurgy results obtained from the trial mining undertaken at the Bruno deposit.

Once the acquisition is completed, Kin will re-evaluate the resource areas to comply with the new 2012 JORC standards. New data from the trial mining is expected to make the transition to a Definitive Feasibility Study a rapid process as many uncertainties have already been addressed.

Aerial image displaying 35 strike km between Mertondale and Cardinia and their relationship to the optimised pit shells

Bruno Lewis (Cardinia)

Multiple pits provide flexible mining op-

tions

• Limited drilling under supergene represents large exploration potential
• Open in all dimension

Mertondale 3/4

Mertondale 5

Existing Pit in Yellow

Proposed Pit Shell in Blue

Existing Resources in Red

• High grade deposit
• Strike extension remain open along shear zone

Page 12 of 16

Trial Mining

In 2010, Navigator undertook a trial mining exercise at the Bruno deposit, which forms part of the Cardinia Project, and at the Mertondale 2 pit in the Mertondale Project. The overall objective of this programme was to gain an understanding of the supergene ore at Cardinia as the deposit is in the clay-rich oxide zone of the weathering profile. The objectives of the trial mining program were:

• To test and verify mining cost estimates and materials handling;
• To verify ore grades;
• To verify gold recovery; and
• To determine the optimum material blend throughput rates.

Aerial view of the Bruno open cut trial mine at Cardinia

The key outcomes from the trial mining exercise were:

• Trial mining at the Bruno and Mertondale 2 pits was successful with a total of 114,000 tonnes of ore material processed for 7,223oz of recovered gold;
• Gold recovery from the Bruno deposit was confirmed at more than 95%;
• Free-dig mining of the supergene ore zone at Bruno confirmed the overall grade of the supergene mineralisation at 2.33g/t, which was 40% higher than predicted mine plan grade.

Key Outcomes from Kin's Due Diligence

• Total Mineral Resource of 12.29Mt @ 1.9g/t Au for 745,000oz of gold at the Leonora Gold Project (Navigator's 2012 Annual Report Leonora). 71% of the total resource is classified in the indicated category, increasing confidence in the overall resource.
• Pre-feasibility Studies (PFS) completed for 97% of the total mineral resource demonstrated an economically viable project with considerable upside.
• 282,000oz are contained outside the current pit shell designs within the main resource areas, highlighting potential to further expand the resources (NAV: ASX announcement – 1 April 2009) at depth and along strike.
• Pit optimisation studies have been completed for all the major deposits within the resources.
• Trial mining undertaken by Navigator at the Bruno and Mertondale 2 pits was successful with a total of 114,000 tonnes of ore material processed for 7,223oz of gold (Navigator ASX Announcement – 2 September 2010).
• Free-dig mining of the supergene ore at Bruno was confirmed and overall grade of the supergene mineralisation at 2.33g/t was 40% higher than mine plan grade (Navigator ASX Announcement – 2 September 2010).
• Gold recovery of trial mining confirmed at more than 95% (Navigator ASX Announcement 2 September 2010).
• Metallurgical test work undertaken by AMMTEC in the oxide zones at Mertondale, Cardinia and Raeside indicates a plus 95% recovery (Navigator ASX Announcement – 25 March 2009).
• PFS indicates low risk open pit development with mainly near-surface oxide ore, with the operational flexibility of higher grade "starter pits" (Navigator – ASX announcement 1 April 2009).
• Heritage and environmental agreements are in good standing.
• The Leonora Gold Project is a large tenement package of 308km² with multiple advanced prospects representing significant exploration upside.

Pre-Feasibility Study

Navigator embarked on a Pre-Feasibility Study (PFS) (Navigator – ASX announcement 25 March 2009) with a positive result. The PFS demonstrated an economically and technically viable project that displayed considerable upside.

Work to date reveals a base case open pit PFS mining inventory totalling 6Mt @ 1.8g/t Au for 358,000oz assuming a gold price of A\$1,250 and a conservative gold recovery of 90% given that metallurgical testwork in the oxide zones at Mertondale, Cardinia and Raeside indicate high (+95%) recoveries as well as a significant gravity gold fraction (up to 30%).

The study confirmed that a series of larger open pits at Mertondale (107,000oz), Cardinia (101,000oz), Tonto-Eclipse (34,000oz) and Michelangelo-Leonardo (34,000oz), together with several smaller pits, could deliver 1Mtpa of ore feed. The mineralisation is constrained by a lack of drilling and the systems remain open along strike and at depth at many prospects.

The resource profile displays excellent leverage to the gold price with a significant component of the resource is not included in the base case PFS and the mining inventory highly leveraged to any increase in the gold price.

The multiple open pittable gold deposits within the Leonora Gold Project are hosted by a series of shear zones that are subsidiary structures of the Keith-Kilkenny lineament that extend over a 35km strike length from Mertondale 5 in the north to Cardinia in the south.

Merton's Reward open pit, last mined in 1942

Conclusion

Kin's project areas in the Leonora district, including the Leonora Gold Project, provide a strong platform for the Company to make the transition from explorer to gold producer in the near term, while at the same time offering substantial exploration upside and growth potential.

The Rights Issue provides all shareholders with the opportunity to participate in this milestone capital raising which will enable Kin to complete the acquisition of the Leonora Gold Project and execute the next key steps of its WA gold production strategy.

Competent Person's Statement

The information in this report relates to Exploration Results based on information compiled by Paul Maher who is a member of the AusIMM and an employee of the company and fairly represents this information. Mr Maher has sufficient experience of relevance to the styles of mineralisation and the types of deposit under consideration, and to the activities undertaken to qualify as a Competent Person as defined in the 2012 edition of the JORC Australian code for reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Maher consents to the inclusion in the report of the matters based on information in the form and context in which it appears. The information in this report that relates to the JORC resources was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.

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

KIN MINING NL

ABN

30 150 597 541

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).

⁺Class of ⁺securities issued or to $\mathbf{1}$ be issued

Fully Paid Ordinary Shares

• Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
• the Principal $terms$ of $\overline{\mathbf{3}}$ +securities (e.g. if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due payment: dates for if the +convertible securities, conversion price and dates for conversion)

38,653,003

The shares will rank equally with existing fully paid ordinary shares

⁺ See chapter 19 for defined terms.

Do the ⁺securities rank equally $\overline{4}$ 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) $\overline{\text{or}}$ interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• Issue price or consideration $\overline{5}$
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Is the entity an ⁺eligible entity $6a$ that has obtained security Yes 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 date the security holder 6_b resolution under rule 7.1A was passed
• Number of ⁺securities issued 6с without security holder approval under rule 7.1

Yes

\$0.15 cents per share

Pro-rata non-renounceable rights issue to fund growth platform and the acquisition of the Leonora Gold Project from the Deed Administrator of Navigator Resources Ltd (Subject to Deed of Company Arrangement)

29 November 2013

Nil

⁺ See chapter 19 for defined terms.

• 6d Number of ⁺securities issued | with security holder approval under rule 7.1A
• Number of ⁺securities issued | 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of ⁺securities issued 6f 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.
• If +securities were issued under 6h $7.1A$ rule $for$ 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

⁺Issue dates $\overline{7}$

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.

Number and ⁺class of all 8 *securities quoted on ASX (including the $+$ securities in section 2 if applicable)

Number	+Class
77,306,006	Fully Paid Ordinary Shares

Nil

Nil

Nil

$N/A$

$N/A$

To be advised on the completion of the rights issue

17 July 2014

• See chapter 19 for defined terms.

		Number	+ Class
$\mathbf Q$	Number and + class of all + securities not quoted on ASX $ 19,362,512$ (including the + securities in section 2 if applicable)		Options exercisable at \$0.30 cents on or before 31 January 2015
	$T_1 + 1 + 1 + 1 - 1$ $\mathbf{r}$

$10$ increased capital (interests)

$\hat{\boldsymbol{\beta}}$

Dividend policy (in the case of a $\sqrt{\frac{N_o}{N_o}}$ No Dividend policy is currently in place as the Company is trust, distribution policy) on the $\sqrt{\frac{N_o}{N_o}}$ involved only in exploration involved only in exploration

Part 2 - Pro rata issue

11	holder security approval Is required?	No
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the + securities will be offered	1 new share for every 1 share held
14	+ Class of + securities to which the offer relates	Fully paid ordinary shares
15	+ Record date determine to entitlements	16 June 2014
16	different Will holdings on (or subregisters) be registers aggregated calculating for entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	Fractional entitlements will be rounded up
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.	All countries except Australia and New Zealand

⁺ See chapter 19 for defined terms.

19	of Closing date for receipt acceptances or renunciations	10 July 2014
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	19 June 2014
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	11 June 2014
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do security holders sell their entitlements in full through a broker?	N/A

⁺ See chapter 19 for defined terms.

• 31 How do security holders sell part of their entitlements through a broker and accept for the balance?
• How do security holders dispose 32 of their entitlements (except by sale through a broker)?

$N/A$

$N/A$

⁺Issue date 33

17 July 2014

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

Type of ⁺securities 34 (tick one)

$(b)$

*Securities described in Part 1 $(a)$

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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of ⁺securities for which ⁺quotation is sought
• ⁺Class of ⁺securities for which 39 quotation is sought
• Do the ⁺securities rank equally in 40 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 $\bullet$ not rank equally, other than in relation to the next dividend, distribution interest $\overline{\text{or}}$ payment
• Reason for request for quotation 41 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 and ⁺class of all $4²$ quoted on ASX $+$ securities (including the ⁺securities in clause $38)$ $\Delta \sim 10^{11}$ km

Number	+ Class
Contract ×.

⁺ See chapter 19 for defined terms.

Quotation agreement

• +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

(Director/Company secretary)

Date: 10 6 2014

Sign here:

Print name: Joe Graziano

$== == == == == ==$

⁺ See chapter 19 for defined terms.

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

$\Gamma$

Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
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 $\bullet$ issued in that 12 month period under an exception in rule 7.2
Number of fully paid + ordinary securities $\bullet$ issued in that 12 month period with shareholder approval
Number of partly paid +ordinary $\bullet$ 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
"А"

⁺ See chapter 19 for defined terms.

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
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 ٠ 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 ٠ 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
$A'' \times 0.15$
Note: number must be same as shown in Step 2
Subtract "C"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] – "C"
	[Note: this is the remaining placement capacity under rule 7.11

⁺ See chapter 19 for defined terms.

Part 2

Step 1: Calculate "A", the base figure from which the placement 0.10 Note: this value cannot be changed
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" $\times$ 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" $\times$ 0.10] – "E"
	Note: this is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms.