QUANTUM GRAPHITE LIMITED — Director's Dealing 2014

Jan 20, 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	Christopher SeanDARBY
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	Crallan Pty Ltd as trustee for The Van Wyk
(including registered holder)	Trust. Mr Darby is a director and shareholder
Note: Provide details of the circumstances giving rise to the relevant interest.	of the trustee and a beneficiary of the trust.
Date of change	20 January 2014
No. of securities held prior to change	2,000,000 Unlisted Options - unvested
	2,750,000 Performance Rights
Class	1. Shares - fully paid ordinary shares.
	2. 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.
	3. Performance Rights – unlisted
	performance rights subject to various
	performance hurdles. All rights are
	restricted to 6 January 2016.
Number acquired	687,500 Shares
Number disposed	687,500 Performance Rights

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil. Rights exercised for nil consideration.	Nil. Rights exercised for nil consideration.	Nil. Rights exercised for nil consideration.
	No. of securities held after change			687,500 Shares restricted to 6 January 2016. 500,000 Unlisted Options (vested) restricted to 6 January 2016. 1,500,000 Unlisted Options (unvested) restricted to 6 January 2016.
				2,062,500 Performance Rights restricted to 6
				January 2016.
	Nature of change			Exercise of perf	ormance rights upon meeting
	Example: on-market trade, of issue of securities under divide	f-market trade, exercise of options nd reinvestment lan articiation i	,	performance hu	rdle. Vesting of unlisted
	buy-back	p, pp		options upon me	eting performance hurdle.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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	Not Applicable
Name of registered holder (if issued securities)	Not Applicable
Date of change	Not Applicable
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	Not Applicable
Interest acquired	Not Applicable
Interest disposed	Not Applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not Applicable
Interest after change	Not Applicable

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not Applicable
If prior written clearance was provided, on what date was this provided?	Not Applicable

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3