QUANTUM GRAPHITE LIMITED — Regulatory Filings 2014

Jan 2, 2014

Appendix 1A ASX Listing application and agreement

Rules 1.1 Cond 3, 1.7

Appendix 1A

ASX Listing Application and Agreement

This form is required by listing rule 1.7 to be used by an entity seeking admission to the[+] official list as an ASX Listing (for classification as an ASX Debt Listing use Appendix 1B and for classification as an ASX Foreign Exempt Listing use Appendix 1C).

All entity’s seeking admission to the[+] official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website.

The Appendix 1A and the Information Form and Checklist (ASX Listing) given to ASX become ASX’s property and will be made public by way of release on ASX Markets Announcement Platform. Supporting documents may also be made public. This may occur prior to admission of the entity and[+] quotation of its[+] securities. If it does, publication does not mean that the entity will be admitted or that its[+] securities will be quoted.

Introduced 01/07/96 Origin: Appendix 1 Amended 01/07/97, 01/07/98, 01/09/99, 13/03/00, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 20/07/07, 01/01/12, 01/05/13

Name of entity

ABN/ARBN/ARSN

Valence Industries Limited ABN 41 008 101 979

We (the entity named above) apply for admission to the[+] official list of ASX Limited (ASX) as an ASX Listing and for[+] quotation of the following[+] securities:

	Number to be quoted	+Class
+Main class of+securities	117,091,910	Fully paid ordinary shares
Additional+classes of +securities to be quoted (if any)	36,798,678	Options - $0.25 exercise price and expiring 31 July 2016

We agree:

1. Our admission to the[+] official list and classification as an ASX Listing is in ASX’s absolute discretion. ASX may admit us on any conditions it decides.[+] Quotation of our +securities is in ASX’s absolute discretion. ASX may quote our +securities on any conditions it decides. Our removal from the[+] official list, the suspension or ending of +quotation of our +securities, or a change in the category of our admission is in ASX’s absolute discretion. ASX is entitled immediately to suspend[+] quotation of our[+] securities or remove us from the[+] official list if we break this agreement, but the absolute discretion of ASX is not limited.

2. See chapter 19 for defined terms.

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Appendix 1A ASX Listing application and agreement

1. We warrant the following to ASX:

2. The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

3. The[+] securities to be quoted comply with listing rule 2.1 and there is no reason why the[+] securities should not be granted[+] quotation.

4. 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 and section 1016E of the Corporations Act do not apply to any applications received by us in relation to any[+] securities to be quoted and that noone has any right to return any[+] securities to be quoted under sections 601MB(1), 737, 738, 992A, 992AA 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.

• 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.

• We give ASX the information and documents required by this form, including the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. 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 (or will be) true and complete.

• We will comply with the listing rules that are in force from time to time, even if +quotation of our +securities is deferred, suspended or subject to a +trading halt.

• The listing rules are to be interpreted:

• in accordance with their spirit, intention and purpose;

• by looking beyond form to substance; and

• in a way that best promotes the principles on which the listing rules are based.

• ASX has discretion to take no action in response to a breach of a listing rule. ASX may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.

• See chapter 19 for defined terms.

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Appendix 1A ASX Listing application and agreement

1. A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.

2. In any proceedings, a copy or extract of any document or information given to ASX is of equal validity in evidence as the original.

3. Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity’s[+] securities cannot be approved under the operating rules of the +approved CS facility:

4. We will satisfy the[+] technical and performance requirements of the[+] approved CS facility and meet any other requirements the[+] approved CS facility imposes in connection with approval of our[+] securities.

5. When[+] securities are issued we will enter them in the[+] approved CS facility’s subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.

6. The[+] approved CS facility is irrevocably authorised to establish and administer a subregister in respect of the[+] securities for which[+] quotation is sought.

7. Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity’s[+] securities cannot be approved under the operating rules of the +approved CS facility, we confirm that either:

   • we have given a copy of this application to the[+] approved CS facility in accordance with the operating rules of the[+] approved CS facility ; or

we ask ASX to forward a copy of this application to the[+] approved CS facility.

1. In the case of an entity established in a jurisdiction whose laws have the effect that the entity’s[+] securities cannot be approved under the operating rules of the[+] approved CS facility:

2. The[+] approved CS facility is irrevocably authorised to establish and administer a subregister in respect of[+] CDIs.

3. We will make sure that[+] CDIs are issued over[+] securities if the holder of quoted +securities asks for +CDIs.

4. In the case of an entity established in a jurisdiction whose laws have the effect that the entity’s[+] securities cannot be approved under the operating rules of the[+] approved CS facility:

we have given a copy of this application to the approved CS facility in accordance with the operating rules of the[+] approved CS facility; or

• See chapter 19 for defined terms.

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Appendix 1A ASX Listing application and agreement

we ask ASX to forward a copy of this application to the[+] approved CS facility.

Dated: 31 December 2013

Executed as a deed:

Executed by Valence Industries Limited ACN 008 101 979 in accordance with section 127 of the Corporations Act by or in the presence of:

==> picture [135 x 54] intentionally omitted <==

(Signature of Director) Graham Spurling

==> picture [124 x 87] intentionally omitted <==

(Signature of Director or Secretary)

Christopher Darby

(Name of Director in full)

(Name of Director or Secretary in full)

You must complete, date and sign this agreement so that it takes effect as a deed. If the entity is an Australian company, the signatures of a director and a director/company secretary will be required. If the entity is an Australian trust, the signatures of a director and a director/company secretary of the responsible entity of the trust will be required. If the entity is established outside Australia, execution will have to comply with requirements for a deed in both the place of establishment of the entity and in Australia. If this agreement is signed under a power of attorney, please attach a copy of the power of attorney.

== == == == ==

• See chapter 19 for defined terms.

Appendix 1A Page 4

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Information Form and Checklist

(ASX Listing)

(ASX Listing)
Name of entity Strategic Graphite Limited (to be renamed Valence Industries Limited)(a certificate of registration of change of name will be provided once it is available)	ABN/ARBN/ARSN
Strategic Graphite Limited (to be renamed Valence Industries Limited)(a certificate of registration of change of name will be provided once it is available)	ABN 41 008 101 979

We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing.

Please complete each applicable item. If an item is not applicable, please state so.

Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents referred to in this Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty.

Terms used in this Information Form and Checklist have the same meaning as in the ASX listing rules.

Part 1 – Key Information

All entities – corporate details

All entities – corporate details
Place of incorporation or establishment	South Australia, Australia
Date of incorporation or establishment	15 May 1986
Legislation under which incorporated or established	Companies (South Australia) Code
Address of registered office in place of incorporation or establishment	C/- Grant Thornton Level 1, 67 Greenhill Road Wayville SA 5034
Main business activity	Exploration, production, processing and sale of graphite
Other exchanges on which the entity is listed	N/A
Street address of principal administrative office	C/- Watsons Lawyers Ground Floor, 60 Hindmarsh Square Adelaide SA 5000
Postal address of principal administrative office	As above.
Telephone number of principal administrative office	(08) 8418 8580

Page 1

E-mail address for investor enquiries	strategicgraphite@outlook.com
Website URL	www.valenceindustries.com

All entities – management details[1]

All entities – management details1
Full name and title of CEO/managing director	Christopher Sean Darby, Managing Director
Full name and title of chairperson of directors	Graham George Spurling
Full names of all existing directors	Christopher Sean Darby Graham George Spurling Glenister Lamont Ian Stanley Schache
Full names of any persons proposed to be appointed as additional or replacement directors	N/A
Full name and title of company secretary	Jaroslaw (Jarek) Krzysztof Kopias

All entities – ASX contact details[2]

All entities – ASX contact details2
Full name and title of ASX contact(s)	Jaroslaw (Jarek) Krzysztof Kopias, Company Secretary
Business address of ASX contact(s)	Strategic Graphite, 60 Hindmarsh Square, Adelaide SA 5000
Business phone number of ASX contact(s)	0418 823 574
Mobile phone number of ASX contact(s)	0418 823 574
Email address of ASX contact(s)	jarek@kopias.com.au

All entities – auditor details[3]

Full name of auditor Grant Thornton Audit Pty Ltd

1 If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust.

2 Under Listing Rule 1.1 condition 12, a listed entity must appoint a person responsible for communication with ASX. You can appoint more than one person to cater for situations where the primary nominated contact is not available.

3 If the applicant’s auditor is not from a well-known firm, ASX will generally require the applicant to provide information about the qualifications and experience of the auditor for release to the market before quotation commences.

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All entities – registry details[4]

All entities – registry details4
Name of securities registry	Link Market Services
Address of securities registry	Level 1, 333 Collins Street, Melbourne VIC 3000
Phone number of securities registry	(02) 8280 7111
Fax number of securities registry	(02) 9287 0303
Email address of securities registry	registrars@linkmarketservices.com.au
Type of subregisters the entity will operate5	CHESS and certificated subregisters

All entities – key dates

All entities – key dates
Annual balance date	30 June
Month in which annual meeting is usually held (or intended to be held)6	November
Months in which dividends or distributions are usually paid (or are intended to be paid)	N/A

Trusts – additional details

Trusts – additional details
Name of responsible entity	N/A
Duration of appointment of directors of responsible entity	N/A
Full names of the members of the compliance committee (if any)	N/A

Entities incorporated or established outside Australia – additional details

Name and address of the entity’s Australian agent for service of process	N/A
If the entity has or intends to have a certificated subregister for quoted securities, the location of Australian security registers	N/A
Address of registered office in Australia (if any)	N/A

4 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.

• 5 For example, CHESS and certificated subregisters.

6 May not be applicable to some trusts.

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Part 2 – Checklist Confirming Compliance with Admission Requirements

Note: it will assist ASX and speed up its review of the application if the various documents referred to in this checklist (other than the 25 copies of the applicant’s Prospectus, Product Disclosure Statement or Information Memorandum referred to in item 4) were provided in a folder separated by numbered tabs.

All entities – key supporting documents

Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

Tick to indicate you are providing the information or documents	Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?
1. Copy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name) 2. Copy of the entity’s constitution in accordance with listing rule 1.1 condition 1A 3. Either: (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or (b) a completed checklist that the constitution complies with the listing rules,7 in accordance with listing rule 1.1 condition 2 4. An electronic version and 25 copies of the Prospectus, Product Disclosure Statement or Information Memorandum being lodged with ASX in accordance with listing rule 1.1 condition 3 5. If the entity’s corporate governance statement is included in its Prospectus, Product Disclosure Statement or Information Memorandum, the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement in accordance with listing rule 1.1 condition 13 6. If the entity will be included in the S & P All Ordinaries Index on admission to the official list,8confirmation that it will have an audit committee in accordance with listing rule 1.1 condition 13 7. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,9confirmation that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to composition, operation and responsibility of the audit committee in accordance with listing rule 1.1 condition 13	Annexure A
	Annexure B
	Refer to rule 1.2(c) of the Constitution (Annexure B) which contains the provisions of Appendix 15A.
	Electronic version enclosed; hard copies to be provided in a separate folder
	Annexure C
	Not applicable
	Not applicable

7 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website.

8 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P.

9 If the entity is unsure whether they will be included in the the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

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Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

Tick to indicate you are providing the information or documents	Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?
8. Original executed agreement with ASX that documents may be given to ASX and authenticated electronically in accordance with listing rule 1.1 condition 1410 9. If the entity’s trading policy is included in its Prospectus, Product Disclosure Statement or Information Memorandum, the page reference where it is included. Otherwise, a copy of the entity’s trading policy in accordance with listing rule 1.1 condition 15 10. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,11confirmation that it will have a remuneration committee comprised solely of non-executive directors in accordance with listing rule 1.1 condition 16 11. For each director or proposed director,12a list of the countries in which they have resided over the past 10 years 12. For each director or proposed director13who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by CrimTrac which is not more than 12 months old14	Annexure D
	Annexure E
	Not applicable
	N/A – no director has been resident in a country outside Australia for the past 10 years.
	Annexure F

10 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.

11 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

12 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

13 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

14 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

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Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

Tick to indicate you are providing the information or documents	Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?
13. For each director or proposed director15who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 12 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of director’s duties; or (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved16 14. For each director or proposed director17who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Insolvency Trustee Services Australia National Personal Insolvency Index which is not more than 12 months old18 15. For each director or proposed director19who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 14 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved20	Not applicable
	Annexure G
	Not applicable

15 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

16 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

17 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

18 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

19 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

20 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

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Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

16. A statutory declaration from each director or proposed director21confirming that: (a) the director has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (b) the director has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the director has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director of a listed entity; (d) no listed entity of which he or she was a director (or, in the case of a listed trust, in respect of which he or she was a director of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the listing rules applicable to that entity; and (e) the director is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the director is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved22 17. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable)	Annexure H
	Annexure I This applies to both shares and options.

21 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

22 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

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Tick to indicate you are providing the information or documents 18. Payment for the initial listing fee (including GST). Payment can be made via electronic funds transfer or cheque made payable to ASX Operations Pty Ltd. Contact ASX Listings Compliance for EFT details. Refer to ASX Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/professionals/cost-listing.htm All entities – capital structure 19. A table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list. Note: This applies whether the securities are quoted or not. 20. For each class of securities referred to in the table mentioned in item 19, the terms applicable to those securities Note: This applies whether the securities are quoted or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices and expiry dates For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of redemption; and conversion terms (if applicable). 21. Confirmation that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (listing rule 2.1 condition 2) 22. If the entity has or proposes to have any options on issue, confirmation that the exercise price for each underlying security is at least 20 cents in cash (listing rule 1.1 condition 11) 23. If the entity has or proposes to have any debt securities or convertible debt securities on issue, a copy of any trust deed applicable to those securities 24. Details of any rights granted to any person, or to any class of persons (other than through the holding of securities referred to in the table mentioned in item 19), to participate in an issue of the entity’s securities Note: This applies whether the securities are quoted or not.	Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?
	Payment to be made by EFT
	Refer to table 2.18 on page 22 of the Prospectus.
	Shares are fully paid ordinary shares that rank equally with all existing shares. The terms of the free Attaching Options (to be listed), Options to former Directors, Options to current Directors and Performance Rights are set out in Annexure J
	The issue price of all securities for which the entity seeks quotation (except options) is 20 cents in cash(refer to Prospectus)
	All Options have an exercise price for each underlying Share is 25 cents in cash (refer to Prospectus)
	Not applicable
	2,750,000 Performance Rights to the Managing Director & CEO, which may each vest for an ordinary fully paid share, subject to their terms of issue (refer Annexure J for the terms)

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Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

25. If the entity has any partly paid securities and it is not a no liability company, the entity’s call program setting out the date and amount of each proposed call and whether it allows for any extension for payment of a call 26. The terms of any employee incentive scheme 27. The terms of any dividend or distribution plan 28. Details of all issues of securities (in all classes) in the last 5 years. Indicate clearly any issues for consideration other than cash 29. A copy of every Prospectus, Product Disclosure Statement or Information Memorandum issued in connection with any issue of securities (in all classes) in the last 5 years. 30. A copy of any court order in relation to a reorganisation of the entity’s capital in the last 5 years All entities – other information 31. A brief history of the entity 32. Details of the entity’s existing and proposed activities and level of operations 33. A copy of the entity’s most recent annual report 34. A copy of the entity’s most recent half yearly financial statements	Not applicable
	Annexure K
	Not applicable
	The only issue of securities by the Company in the last 5 years was the recent issue of fully paid ordinary shares to sophisticated investors at a price of $0.08 each (prior to the share consolidation that was approved by shareholders at the Company’s AGM on 19 November 2013) as set out below, raising a total of $1 million. Date No. of Shares 19 September 2013 11,062,500 26 September 2013 375,000 2 October 2013 1,062,500 TOTAL 12,500,000
	Not applicable
	The Company (previously a wholly owned subsidiary of Strategic Energy Limited) was demerged from Strategic Energy Limited by way of a reorganisation of Strategic Energy Limited’s capital – relevant court order included in Annexure L.
	Refer to section 3, commencing on page 26 of the Prospectus, and section 10.1, commencing onpage 170 of the Prospectus.
	Refer to section 3, commencing on page 26 of the Prospectus.
	Annexure M
	Annexure N

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Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

Tick to indicate you are providing the information or documents	Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?
35. If the entity has any child entities, a list of all child entities stating, in each case, the name, the nature of its business and the entity’s percentage holding in it. Similar details should be provided for every entity in which the entity holds (directly or indirectly) 20% or more of the issued capital (interests) 36. Copies of all material contracts referred to in the Prospectus, Product Disclosure Statement or Information Memorandum (including any underwriting agreement) plus the page reference in the Prospectus, Product Disclosure Statement or Information Memorandum where they are summarised 37. If such information is included in its Prospectus, Product Disclosure Statement or Information Memorandum, the page reference where it is included. Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a related entity has entered into with: (a) its chief executive officer (or equivalent) (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above. Note: if the entity applying for admission to the official list is a trust, references to a chief executive officer, director or proposed director mean a chief executive officer, director or proposed director of the responsible entity of the trust. However, the entity need not provide a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the responsible entity or a related entity has entered into with any of the persons referred to in (a), (b) or (c) above if the costs associated with the agreement are borne by the responsible entity or the related entity from out of its own funds rather than from out of the trust. 38. Confirmation that the material contracts summarised in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum include any material contract(s) the entity or a related entity has entered into with: (a) its chief executive officer (or equivalent) (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above Note: if the entity applying for admission to the official list is a trust, references to a chief executive officer, director or proposed director mean a chief executive officer, director or proposed director of the responsible entity of the trust.	Strategic Energy Graphite Pty Ltd (100%) Nature of business: Exploration, production, processing and sale of graphite
	Annexure O Material contracts summarised in section 9, commencing on page 168 of the Prospectus. Underwriting Agreement summarised in section 2.15 commencing on page 19 of the Prospectus.
	Consultancy Agreement for Managing Director (between the Company and Crallan Pty Ltd) included for the purposes of item 36 above – see Annexure P. Terms of appointment for non-executive directors included in Annexure Q.
	The material contracts summarised in the Prospectus include all material contracts entered into by the Company with its CEO (or equivalent); any of its directors; or any other person/entity who is a related party of the CEO (or equivalent or any of the directors.

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Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

39. If such information is included in its Prospectus, Product Disclosure Statement or Information Memorandum, the page reference where it is included. Otherwise, a statement as to whether directors23are entitled to participate in any employee incentive scheme and, if so, the extent to which they currently participate or are proposed to participate 40. Confirmation that all information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist Entities that are trusts 41. Evidence that the entity is a registered managed investment scheme 42. Confirmation that the responsible entity is not under an obligation to allow a security holder to withdraw from the trust Entities applying under the profit test (listing rule 1.2) 43. Evidence that the entity is a going concern (or successor) 44. Evidence that the entity has been in the same main business activity for the last 3 full financial years 45. Evidence that the entity’s aggregated profit from continuing operations for the last 3 full financial years has been at least $1 million 46. Evidence that the entity’s profit from continuing operations in the past 12 months to a date no more than 2 months before the date of this application has exceeded $400,000 47. Audited accounts for the last 3 full financial years and audit reports 48. Half yearly accounts (if required) and audit report or review 49. Pro forma statement of financial position and review	Refer to section 10.11 commencing on page 174 of the Prospectus.
	All information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist and the Annexures to it, and in the Prospectusprovided.
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

23 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust.

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Tick to indicate you are providing the information or documents

50.[Statement from all directors][24][ confirming that they ] have made enquiries and nothing has come to their attention to suggest that the entity is not continuing to earn profit from continuing operations up to the date of the application

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

Not applicable

Entities applying under the assets test (listing rule 1.3)

51. Evidence that the entity: (a) has, if the entity that is not an investment entity, net tangible assets of at least $3 million or a market capitalisation of at least $10 million; or (b) has, if the entity that is an investment entity other than pooled development fund, net tangible assets of at least $15 million; or (c) is a pooled development fund with net tangible assets of at least $2 million 52. Evidence that: (a) at least half of the entity’s total tangible assets (after raising any funds) is not cash or in a form readily convertible to cash; or (b) there are commitments to spend at least half of the entity’s cash and assets in a form readily convertible to cash (if half or more of the entity’s total tangible assets (after raising any funds) is cash or in a form readily convertible to cash) 53. A statement that there is enough working capital to carry out the entity’s stated objectives (and statement by independent expert, if required) 54. Accounts for the last 3 full financial years (or shorter period if ASX agrees) and audit report or review or statement that not audited or not reviewed 55. If last financial year ended more than 8 months before the date of this application, accounts for the last half year (or longer period if available) and audit report, review or statement that not audited or not reviewed 56. Pro forma statement of financial position and review Entities with restricted securities 57. A statement setting out a list of any person (either on their own or together with associates) who has held a relevant interest in at least 10% of the entity’s voting securities at any time in the 12 months before the date of this application	Refer to Investigating Accountant’s Report in section 7 commencing in page 121 of the Prospectus.
	Refer to section 2.12 of the Prospectus commencing on page 17 and section 3.3 of the Prospectus commencing on page 28.
	Refer to section 2.12 of the Prospectus commencing on page 17.
	Refer to Investigating Accountant’s Report in section 7 commencing in page 121 of the Prospectus.
	Not applicable
	Refer to Investigating Accountant’s Report in section 7 commencing in page 121 of the Prospectus.
	Strategic Energy Limited is the only entity/person that has held a relevant interest in at least 10% of the entity’s voting securities at any time in the 12 months before the date of this application. Strategic Energy Limited currently has a relevant interest in 18.91%of the entity’s votingsecurities.

24 If the entity applying for admission to the official list is a trust, the statement should come from all directors of the responsible entity of the trust.

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Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

58. A completed ASX Restricted Securities Table25 59. Copies of all restriction agreements entered into in relation to restricted securities 60. Copies of all undertakings issued by any bank, recognised trustee or the provider of registry services to the entity	Annexure R ASX to confirm and advise if any other securities are to be restricted.
	The Restriction Agreements with Strategic Energy Resources Limited (SER), Mark Muzzin, Anthony Rechner, Peter Armitage, Glenister Lamont, Graham Spurling, Ian Schache and Christopher Darby will be provided to ASX following the Company’s AGM (after the proposed 1:2 share consolidation and the issue of the relevant securities, which was approved by shareholders at the 2013 AGM). ASX to advise if anyother restriction agreements are required.
	To be provided to ASX following the Company’s 2013 AGM (after the proposed 1:2 share consolidation and the issue of the relevant securities, which was approved by shareholder at the 2013 AGM).

Entities with classified assets[26]

All mining exploration entities, oil and gas exploration entities and any other entity that has acquired, or entered into an agreement to acquire a classified asset within 2 years of the date of this application, must give ASX the following information.

61. The name of the vendor and details of any relationship of the vendor with the entity 62. If the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s) and details of the relationship of the beneficial owner(s) to the entity 63. The date that the vendor acquired the classified asset	Strategic Energy Resources Limited (ACN 051 212 429) (SER). The Company was a wholly owned subsidiary of SER until 27 April 2012 when the Company was ‘demerged’ from SER by way of an in specie distribution of shares in the Company to existing SER shareholders. The classified assets were, at all times prior to and following the demerger, held by the Company. The Company has (in consultation with ASX) taken the view that for the purposes of this document SER is not a ‘vendor’ and there was no acquisition (or agreement to acquire) a classified asset in the last 2 years. Accordingly, this section will not be completed (unless ASX requires otherwise).
	Not applicable
	Not applicable

25 An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX’s website.

26 The term “classified asset” is defined in Listing Rule 19.12.

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Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

			tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?
64.		The method by which the vendor acquired the classified asset, including whether by agreement,	Not applicable
		exercise of option or otherwise
65.		The consideration passing directly or indirectly from the vendor (when the vendor acquired the asset), and	Not applicable
		whether the consideration has been provided in full
66.		Full details of the classified asset, including any title particulars	Not applicable
67.		The work done by or on behalf of the vendor in developing the classified asset. In the case of a	Not applicable
		mining tenement or a petroleum tenement, this
		includes prospecting in relation to the tenement. If
		money has been spent by the vendor, state the
		amount (verification of which may be required by ASX)
68.		The date that the entity acquired the classified asset from the vendor, the consideration passing directly or	Not applicable
		indirectly to the vendor, and whether that consideration
		has been provided in full, including confirmation of
		whether the entity has complied with listing rule 1.1
		condition 10 if applicable
69.		A breakdown of the consideration, showing how it was calculated, and whether any experts’ reports were	Not applicable
		commissioned or considered (and if so, with copies
		attached)
Mining exploration entities and oil and gas exploration entities
70.		The name of the vendor and details of any relationship of the vendor with the entity	See item 61.
71.		A map or maps of the mining tenements or petroleum tenements prepared by a competent person or a	Refer to Independent Technical Report in Section 6 of the Prospectus, in particular page 12.
		qualified petroleum reserves and resources evaluator.
		The map(s) must:
		(a) indicate the geology and other pertinent features of
		the tenements, including their extent and location in
		relation to a capital city or major town, and relative to
		any nearby properties which have a significant bearing
		on the potential of the tenements;
		(b) be dated; and
		(c) identify the competent person or the qualified
		petroleum reserves and resources evaluator and the
		report to which they relate

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Tick to indicate you are providing the information or documents 72. A schedule of mining tenements or petroleum tenements prepared by a competent person or qualified petroleum reserves and resources evaluator. The schedule must state in relation to each mining tenement or petroleum tenement: (a) the geographical area where the mining tenement or petroleum tenement is situated; (b) the nature of the title to the mining tenement or petroleum tenement; (c) whether the title has been formally confirmed or approved and, if not, whether an application for confirmation or approval is pending and whether the application is subject to challenge; and (d) the person in whose name the title to the mining tenement or petroleum tenement is currently held 73. If the entity has acquired an interest or entered into an agreement to acquire an interest in a mining tenement or a petroleum tenement from any person, a statement detailing the date of the acquisition of the interest from the vendor and the purchase price paid and all other consideration (whether legally enforceable or not) passing (directly or indirectly) to the vendor 74. A financial statement by the directors (if a trust, the directors of the responsible entity) setting out a program of expenditure together with a timetable for completion of an exploration program in respect of each mining tenement and petroleum tenement or, where appropriate, each group of tenements 75. A declaration of conformity or otherwise with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves appended to the listing rules, for any public reports on exploration results, mineral resources and ore reserves and a declaration of conformity or otherwise with the SPE PRMS for any public reports on petroleum reserves, contingent resources and prospective resources Entities incorporated or established outside of Australia 76. Evidence that the entity is registered as a foreign company in Australia	Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?
	Refer to Independent Technical Report in Section 6 of the Prospectus, in particular page 10.
	Refer to items 61 and 68 above.
	Refer to section 2.12 of the Prospectus commencing on page 17 and section 3.3 of the Prospectus commencing on page 28.
	Refer to Independent Technical Report in section 6 of the Prospectus, in particular page ii, and section 4.2 of the prospectus commencing on page 44.
	Not applicable

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Tick to indicate you are providing the information or documents

Where is the information or document to be found (eg folder tab number or page reference in the entity’s Prospectus, Product Disclosure Statement or Information Memorandum)?

77. Confirmation that the entity’s Prospectus, Product Disclosure Statement or Information Memorandum includes a clear statement of its place of incorporation or registration and a statement to the effect that: “As [name of entity] is not established in Australia, its general corporate activities (apart from any offering of securities in Australia) are not regulated by the Corporations Act 2001 of the Commonwealth of Australia or by the Australian Securities and Investments Commission but instead are regulated by [insert name of governing legislation] and [insert name of corporate regulator administering that legislation].” 78. A concise summary27 of the rights and obligations of security holders under the law of its home jurisdiction covering:  what types of transactions require security holder approval;  whether security holders have a right to request or requisition a meeting of security holders;  whether security holders have a right to appoint proxies to attend and vote at meetings on their behalf;  how changes in the rights attaching to securities are regulated;  what rights do security holders have to seek relief for oppressive conduct;  what rights do security holders have to bring or intervene in legal proceedings on behalf of the entity; and  whether there is any equivalent to the “two strikes” rule in relation to remuneration reports in Part 2G.2 Division 9 of the Corporations Act 79. A concise summary28 of how the disclosure of substantial holdings and takeovers are regulated under the law of its home jurisdiction	Not applicable
	Not applicable
	Not applicable

Further documents to be provided before admission to the official list

Please note that in addition to the information and documents mentioned above, all entities will be required to provide the following before their admission to the official list and the quotation of their securities commences:

• A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number and percentage of each class of securities held by those holders;

• A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the categories:

27 The concise summary is not intended to be a legal treatise on the laws of the entity’s home jurisdiction or a detailed comparative analysis of those laws with the laws of Australia. For those matters where the entity’s home jurisdiction has broadly comparable laws to Australia, a statement to that effect will generally suffice.

28 See note 27 above.

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• 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000

• 10,001 - 100,000

• 100,001 and over

• The number of holders of a parcel of securities (excluding restricted securities) with a value of more than $2,000, based on the issue/sale price; and

• Any other information that ASX may require under listing rule 1.17.[29]

29 Among other things, this information may include evidence (such as copies of the entity’s share register, bank statements, application forms and cheques) to demonstrate compliance with the minimum spread requirements in listing rule 1 condition 7.

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