POWER MINERALS LIMITED — Capital/Financing Update 2018

Dec 18, 2018

PepinNini Lithium Limited is a diversified ASX listed Exploration Company focused on exploring and developing a lithium brine resource and production project in Salta Province Argentina within the Lithium Triangle of South America. The Company also holds strategically located exploration tenements in the Musgrave Province of South Australia.The company also holds a copper-gold exploration project in Salta Province, Argentina

DIRECTORS

Rebecca Holland-Kennedy Managing Director Sarah Clifton-Brown Finance Director Philip Clifford Non-Executive Director Justin Nelson Company Secretary

CONTACT PepinNini Lithium Limited ABN 55 101 714 989

Level 1, 6/68 North Terrace Kent Town SA 5067 TEL:+61 (0)8 8218 5000 FAX:+61 (0)8 8212 5717 EMAIL: admin@pepinnini.com.au

FURTHER INFORMATION Ms Rebecca Holland-Kennedy Managing Director TEL: +61 (0)8 8218 5000 www.pepinnini.com.au

ASX RELEASE 19 December 2018 ASX:PNN

Share Issue

Cleansing Notice

PepinNini Lithium Limited (the Company) wishes to advise that on 18 December 2018 it issued 34 million fully paid ordinary shares without disclosure to investors under Part 6D.2 of the Corporations Act. ABOUT

The shares are part of a class of securities quoted on the ASX.

Accordingly, the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 that:

• As at the date of this notice the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company and with section 674 of the Corporations Act; and
• As at the date of this notice there is no excluded information within the meaning of sections 708A(7) and708A(8) of the Corporations Act which is required to be disclosed by the Company under section 708A(6)(e) of the Corporations Act.

Please find attached an Appendix 3B – New issue announcement – application for quotation of additional securities.

Rebecca Holland-Kennedy

Managing Director PepinNini Lithium Limited

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

PepinNini Lithium Limited

ABN

55 101 714 989

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 beissued	(a)Ordinary Fully Paid Shares(b)Unquoted options exercisable at1.5c
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	(a)34,000,000(b)17,000,000
3	Principal terms of the +securities(e.g. if options, exercise price andexpiry date; if partly paid+securities, the amount outstandingand due dates for payment; if+convertible securities, theconversion price and dates forconversion)	(a)Ordinary shares will rank paripassu with existing ordinaryshares(b)Options exercisable at 1.5c for 12months from issue

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	(a)The ordinary shares will rankpari passu with existing ordinaryshares(b)Options when converted toordinary shares will rank paripassu with existing ordinaryshares
5	Issue price or consideration	(a)0.5 of a cent($0.005) per ordinaryshare(b)one option issued for nilconsideration for every twoshares subscribed for
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Funds will be used to fund thecompany's Salta Lithium Project inArgentina and for general workingcapital
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6h in+securitiesrelationtothethesubject of this Appendix 3B, andcomply with section 6i	Yes
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	29 November 2018
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	17,000,000 unquoted options
6d	Number of +securities issued withsecurity holder approval under rule7.1A	34,000,000 ordinary shares

• 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 nil
• 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

00034687.1 + See chapter 19 for defined terms.

	Number	+Class
Number and +class of all +securitiesquoted on ASX (including the+securitiesinsection2ifapplicable)	720,674,436	Fully PaidOrdinary Shares

nil

Yes, issue date 18 Dec 2018

15 Day VWAP to 18 Dec 18 is $0.005319(0.5319 of a cent)

Issue price $0.005(0.5 of a cent)

Represents 94% of 15 Day VWAP

Source https://au.finance.yahoo.com/

n/a

LR 7.1 – 71,720,359

LR 7.1A – 26,606,584

18 December 2018

		Number	+Class
9	Number and +class of all +securities	200,000	10 cent options expiring 09/11/19
		100,000	3 cent options expiring 31/01/19
	not quoted on ASX (including the	100,000	6 cent options expiring 31/01/20
	+securitiesinsection2if	100,000	10 cent options expiring 31/01/21
	applicable)	4,250,000	4 cent options expiring 09/11/20
		1,050,000	5 cent options expiring 16/03/21
		300,000	7 cent options expiring 16/03/22
		300,000	9 cent options expiring 16/03/23
		4,800,000	3.77cent options expiring 11/05/21
		60,000	Convertible Securities with a facevalue of A$1.00 each maturing 14May 2020
		7,218,750	2.7cent options expiring 20/09/20
		17,000,000	1.5c options expiring 18/12/19

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 nonrenounceable?
13	Ratio in which the +securities will beoffered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has security holders who willnot be sent new offer documents
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters

21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amount of any handling fee payableto brokers who lodge acceptances orrenunciations on behalf of securityholders
25	If the issue is contingent on securityholders' approval, the date of themeeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders sell theirentitlementsinfullthroughabroker?
31	How do security holders sell part oftheir entitlements through a brokerand accept for the balance?
32	How do security holders dispose oftheir entitlements (except by salethrough a broker)?
33	+Issue date

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 fully paid shares only)
(b)		All other +securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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 theadditional +securities, and the number and percentage of additional +securities held bythose holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 – 1,0001,001 – 5,0005,001 – 10,00010,001 – 100,000100,001 and over
37	A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

|--|

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

Quotation agreement

• 4 +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: …......................................................... Date: 19 December 2018…

(Director/Company secretary) Print name: ….Justin Nelson…..........

00034687.1 00015556.1

• 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

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	483,968,689
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	16,974,5091,200,000
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	26,000,00017,000,0006,072,727
Number of partly paid +ordinary•securities that became fully paid in that12 month period	24,586,66714,437,50016,000,000
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	62,601,011
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	-
"A"	668,641,103

• 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	100,296,165
Step 3: Calculate "C", the amount of placement capacity under rule 7.1that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	17,000,000 Unquoted options11,575,806 shares
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	28,575,806
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown inStep 2	100,296,165
Subtract "C"
Note: number must be same as shown inStep 3	28,575,806
Total ["A" x 0.15] – "C"	71,720,359

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"Note: number must be same as shown inStep 1 of Part 1	668,641,103
Step 2: Calculate 10% of "A"
"D"	0.10Note: this value cannot be changed
Multiply "A" by 0.10	66,864,110
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items	6,257,52734,000,000
"E"	40,257,527

00034687.1 00015556.1

• See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10Note: number must be same as shown inStep 2	66,864,110
Subtract "E"Note: number must be same as shown inStep 3	40,257,527
Total ["A" x 0.10] – "E"	26,606,584Note: this is the remaining placementcapacity under rule 7.1A