QUANTUM GRAPHITE LIMITED — Director's Dealing 2014

May 5, 2014

Appendix 3Y Change of Director’s Interest Notice

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 StanleySCHACHE
Date of last notice	7 January 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 May 2014
No. of securities held prior to change	100,000 Shares 100,000 Listed options 500,000 Unlisted options
Class	Shares- fully paid ordinary shares Listed Options- listed options with an exercise price of $0.25 and expiry of 31 July 2016 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 January2016.
Number acquired	100,000 Shares
Number disposed	100,000 Listed Options

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration $25,000.00 Note: If consideration is non-cash, provide details and estimated valuation No. of securities held after change 200,000 Shares 500,000 Unlisted options Nature of change Exercise of Listed options. Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

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 No 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.

Appendix 3Y Page 2

01/01/2011