POLARX LIMITED — Capital/Financing Update 2012

Dec 19, 2012

1490 – 1075 West Georgia Street Vancouver, BC V6E 3C9 Canada

==> picture [194 x 47] intentionally omitted <==

Tel: 604 688 9478 Fax: 604 688 9458

20 December 2012 ASX Limited Level 8 2 The Esplanade PERTH WA 6000

**Waiver

and Terms and conditions of Crescent Resources Corp (to be renamed Coventry Resources Inc) Non-­‐Compliant Options (“options”)**

ASX has granted Crescent Resources Corp. (“Crescent”) a waiver from listing rules 6.16, 6.19, 6.21, 6.22 and 6.23.4 to the extent necessary to permit Crescent to have on issue 259,000 options exercisable at various dates issued pursuant to its Share Option Plan dated 26 June 2003 as amended on 17 June 2004 and 31 December 2010, which do not comply with these listing rules (“options”) on the following conditions:

• a) Crescent releases the full terms and conditions of the options to the market as pre-quotation disclosure; and b) Crescent gives ASX a written undertaking that it will:

  • a. not issue any further options not in compliance with the listing rules;

  • b. seek confirmation from the ASX that the terms of any class of options that Crescent proposes in future to issue are consistent with the listing rules before it issues such options; and

  • c. seek ASX’s approval for any proposed amendments to the terms of the options and not make any changes to which ASX does not give approval.

The terms and conditions of all the options on issue are as follows:

• (a) the option is non-assignable and non-transferable other than by will or the laws of descent and distribution;

• (b) for options granted to employees, consultants or management company employees, Crescent is required to represent that the proposed optionee is a bona fide employee, consultant or management company employee as the case may be, of Crescent or of any of its affiliates;

• (c) if an optionee ceases to be employed by Crescent (other than as a result of termination with cause or death) or ceases to act as a director or officer of Crescent (other than as a result of death), any option held by such optionee may be exercised within 90 days after the date such optionee ceases to be employed or engaged by Crescent or to act as an officer or director, as the case may be, or within 30 days if the optionee is engaged in investor relations activities and ceases to be employed or engaged by Crescent to provide investor relations activities;

• (d) in the event of the death of an optionee, the optionee’s heirs or administrators may exercise any portion of any outstanding options of the optionee up to a period of one year from the date of the optionee’s death or the termination date of the option, whichever is earlier;

• (e)

  • the term of an option cannot exceed five years from the date of grant;

• (f) the options will vest on a basis to be determined by the Crescent Board and may vest immediately upon grant;

• (g) the aggregate number of Crescent Shares that may be reserved for issuance pursuant to options granted under the Plan to any one individual within a one year period must not exceed 5% of the issued Crescent Shares at the time of grant;

• (h) any Crescent Shares subject to an option which for any reason is cancelled or terminated without having been exercised shall again be available for grant under the Plan; and

(i) the number of options granted to any one consultant within a one year period must not exceed 2% of the issued Crescent Shares at the time of grant.

Crescent has provided the written undertaking mentioned above.