QUANTUM GRAPHITE LIMITED — Director's Dealing 2014

Nov 5, 2014

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	Valence Industries Limited
ABN	41 008 101 979

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Ian Stanley SCHACHE
Date of last notice	30 May 2014

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mr Ian Stanley Schache & Mrs Kambai Schache as trustees for the Schache Super Fund. Mr Schache and his spouse are trustees of the trust and Mr Schache is a beneficiary of the trust.
Date of change	6 November 2014
No. of securities held prior to change	200,000 Shares 350,000 Unlisted options
Class	1. Shares - fully paid ordinary shares 2. Unlisted Options - unlisted options with an exercise price of \$0.25 and expiry of 31 July 2016 with vesting subject to various performance hurdles. All options are restricted to 6 January 2016.
Number acquired	14,286 Shares
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$10,000

⁺ See chapter 19 for defined terms.

No. of securities held after change	214,286 Shares
	350,000 Unlisted options
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Participation in share purchase plan.

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	Not Applicable
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	Not applicable
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade
to proceed during this period?
If prior written clearance was provided, on what date was this provided?

⁺ See chapter 19 for defined terms.