PLS GROUP LIMITED — Regulatory Filings 2016

Sep 7, 2016

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ASX Announcement

8 September 2016

Appendix 3B

We enclose an Appendix 3B in connection with the issue of 13,000,000 unlisted and unvested options that have been issued to employees under the Pilbara Minerals Limited Option Plan.

The options have an expiry date of 8 September 2019 and a strike price of $0.0626, being the volume weighted average price of Pilbara Minerals Limited ordinary shares for the June 2016 quarter.

The options will vest in three equal tranches upon the following:

Tranche	Milestone
1	Deliveryof a final definitive feasibilitystudy,to a standard acceptable to the board
2	The funding required to develop the Pilgangoora Project has been raised or procured based on the parameters acceptable to the board of Pilbara Minerals and a “decision to mine” has been made bythe board in respect of the Pilgangoora Project.
3	The Pilgangoora Project mine development and plant construction is largely complete (both for civil works and mine establishment) and the process plant having achieved a nominal 85% of its design throughput capacityduring production runs at a saleableproduct specification.

In addition, the options will only vest where the participating employee has had a period of six months continuous employment with the Company.

The allottees have not previously participated in the Pilbara Minerals Limited Option Plan.

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Alex Eastwood Company Secretary Pilbara Minerals Limited

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Pilbara Minerals Limited
130 Stirling Highway, Phone: +61 8 9336 6267 Web: www.pilbaraminerals.com.au ASX Code: PLS
North Fremantle, Western Australia 6159 Fax: +61 8 9433 5121 ACN 112 425 788 Shares on Issue: 1.15B
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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

Pilbara Minerals Limited

ABN

95 112 425 788

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)
	13,000,000
	Unlisted unvested options with a strike price of $0.626 and an expiry date of 8 Septmber 2019

• 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:

No, upon exercise of the fully vested options into fully paid shares the allotted and issued shares will rank equally with Pilbara Minerals Limited fully paid ordinary shares trading on the ASX under Code PLS

• 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?

Nil

Issue of options to employees under the terms of the Pilbara Minerals Limited Option Plan as approved by shareholders at General Meeting on 18 April 2016

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

• 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

30 November 2015

NA

NA

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

• See chapter 19 for defined terms.

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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)	13,000,000	13,000,000
	Not applicable
	Not applicable
	7.1 151,250,489 7.1A 28,563,802
	8 September 2016
	Number	+Class
	1,150,363,343	Ordinary Fully Paid Shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	4,166,665 1,250,000 4,625,000 11,000,000 3,268,181 37,500,000 800,000 7,000,000 31,500,000 13,000,000	Options with an exercise price of $0.03 and an expiration date of March 25, 2017 Options with an exercise price of $0.05 and an expiration date of December 22, 2016 Options with an exercise price of $0.05 and an expiration date of 2 March 2017 Options with an exercise price of $0.10 with an expiration date of 22 March 2017. Options with an exercise price of $0.15 and expiration date 1 December 2017. Options with an exercise price of $0.40 and expiration date 16 May 2018. Options with an exercise price of $0.40 and expiration date 16 May 2018 (unvested) Options with an exercise price of $0.65 and expiration date 16 May 2017. Options with an exercise price of $0.40 and expiration date 16 May 2019.(unvested) Options with an exercise price of $0.626 and expiration date 8 September 2019.(unvested)

10 Dividend policy (in the case of a NA trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

art 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 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
	NA
	NA
	NA
	NA

• See chapter 19 for defined terms.

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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	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA

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 (Ordinary Securities Only)

(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)

• See chapter 19 for defined terms.

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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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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) 42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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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.

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Sign here: ............................................................ Date: 8 September 2016 Company Secretary)

Print name: Alex Eastwood

• 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

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	686,664,078
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	45,610,313 338,267,716
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	1,070,542,107

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	160,581,316
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	9,330,827 (previous issues)
“C”	9,330,827
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	160,581,316
Subtract“C” Note: number must be same as shown in Step 3	9,330,827
Total[“A” x 0.15] – “C”	151,250,489

• See chapter 19 for defined terms.

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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” 1,070,542,107 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 107,054,211 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 78,490,409 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” 78,490,409

• 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	107,054,211
Subtract“E” Note: number must be same as shown in Step 3	78,490,409
Total[“A” x 0.10] – “E”	28,563,802 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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