REDIVIUM LIMITED — Capital/Financing Update 2014

Dec 4, 2014

5 December 2014

ASX & MEDIA ANNOUNCEMENT

UPDATED CAPITAL STRUCTURE

The updated capital structure for Hannans Reward Ltd (ASX: HNR) is as follows:

Updated Capital Structure
OrdinaryFullyPaid Shares listed on the ASX	721,966,133
Unlisted Options exercisable at 0.8 cents on or before	12,016,668
20 November 2017
Unlisted Options exercisable on or before 20 November 2018	12,016,668
Exercise price calculated from the VWAP for 10 trading days after
20 November 2015 PLUS apremium of 50%
Unlisted Options exercisable on or before 20 November 2019	12,016,664
Exercise price calculated from the VWAP for 10 trading days after
20 November 2016 PLUS apremium of 50%

The options were issued pursuant to resolutions approved by shareholders at the Company’s Annual General Meeting held on 20 November 2014.

An ASX Appendix 3B Application for Quotation of Additional Securities and the ASX Appendix 3Y for each Director are attached.

For further information please contact:

Damian Hicks Managing Director +46 703 220 226 (Telephone) damianh@hannansreward.com (Email)

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Hannans Reward Ltd

ABN

52 099 862 129

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 be Unlisted options. issued

• 2 Number of[+] securities issued or to be 36,050,000. issued (if known) or maximum number which may be issued

Tranche 1: one third exercisable at 0.8 cents each on or before 20 November 2017.

• 3 Principal terms of the[+] securities (e.g. Tranche 1: one third exercisable at 0.8 cents each on or before 20 November 2017.

• if options, exercise price and expiry date; if partly paid[+] securities, the Tranche 2: one third exercisable on or before

• amount outstanding and due dates for 20 November 2018. The exercise price will be

• payment; if[+] convertible securities, the calculated from the VWAP* for 10 trading days conversion price and dates for after 20 Nov 2015 PLUS a premium of 50%. conversion)

Tranche 3: one third exercisable on or before 20 November 2019. The exercise price will be calculated from the VWAP* for 10 trading days after 20 Nov 2016 PLUS a premium of 50%.

*VWAP: Volume weighted average share price

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	No. The shares issued upon exercise of options will rank equally with existing ordinary shares.
	Nil. Issued pursuant to approval of shareholders at AGM held on 20 November 2014 and the Company’s Employee Share Option Plan.
	14,000,000 unlisted options were issued to Directors pursuant to the terms and conditions contained in the Company’s 2014 Notice of AGM dated 20 October 2014 and approved by shareholders at the AGM held on 20 November 2014. 22,050,000 unlisted options were issued as Employee Incentive Options to employees and contractors to align their targets with shareholders’ interests. All the Options will vest in three equal tranches subject to the terms and conditions listed in the Notice of AGM dated 20 October 2014.
	Yes.
	20 November 2014.
	22,050,000 unlisted options.

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 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 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 applicable)	Nil.	Nil.
	Nil.
	14,000,000 unlisted options approved by shareholders at the AGM held on 20 November 2014.
	N/A.
	N/A.
	Rule 7.1 – 86,244,920 Rule 7.1A – 72,196,613
	5 December 2014.
	Number	+Class
	721,966,133	Ordinary Fully paid shares.

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 2 - Pro rata issue – N/A 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	Number	+Class
	12,016,668 12,016,668 12,016,664	Options exercisable at $0.008 each on or before 20 Nov 2017. Options exercisable on or before 20 Nov 2018. Exercise price calculated from the VWAP for 10 trading days after 20 Nov 2015 PLUS a premium of 50%. Options exercisable on or before 20 Nov 2019. Exercise price calculated from the VWAP for 10 trading days after 20 Nov 2016 PLUS a premium of 50%.
	N/A

Part 2 - Pro rata issue – N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

18	Names of countries in which the entity
	has security holders who will not be
	sent new offer documents
	Note: Security holders must be told how
	their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances
	or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee payable to
	brokers who lodge acceptances or
	renunciations on behalf of security
	holders
25	If the issue is contingent on security
	holders’ approval, the date of the
	meeting
26	Date entitlement and acceptance form
	and offer documents will be sent to
	persons entitled
27	If the entity has issued options, and the
	terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin
	(if applicable)
29	Date rights trading will end
	(if applicable)
30	How do security holders sell their
	entitlements in full through a broker?

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

• 31 How do security holders sell part of their entitlements through a broker and accept for the balance?

• 32 How do security holders dispose of their entitlements (except by sale through 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

(b) All other[+] securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive 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 the additional +securities, and the number and percentage of additional +securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories

• 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38	Number of +securities for which
	+quotation is sought
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

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

Quotation agreement

• 1 +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 noone 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: 5 December 2014 (Director ~~/Company Secretary~~ )

Print name: Damian Hicks

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

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 placement capacity is calculated

==> picture [415 x 381] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 721,966,133
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities N/A
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities N/A
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary N/A
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary N/A
securities cancelled during that 12 month
period
“A” 721,966,133
----- End of picture text -----

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

==> picture [415 x 555] intentionally omitted <==

----- Start of picture text -----

“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 108,294,920
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of [+] equity securities issued 22,050,000
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” 22,050,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 108,294,920
Note: number must be same as shown in
Step 2
Subtract “C” 22,050,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 86,244,920
[Note: this is the remaining placement capacity under
rule 7.1]
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

capacity is calculated
“A”	721,966,133
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D”	0.10
	[Note: this value cannot be changed]
Multiply“A” by 0.10	72,196,613
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insertnumber of+equity securities issued	Nil
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not just ordinary
securities
• Include here – if applicable – the securities the subject
of the Appendix 3B to which this form is annexed
• Do not include equity securities issued under rule 7.1
(they must be dealt with in Part 1), or for which specific
security holder approval has been obtained
• It may be useful to set out issues of securities on
different dates as separate line items

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10	72,196,613
Note: number must be same as shown in Step 2
Subtract“E”	Nil
Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	72,196,613
	[Note: this is the remaining placement capacity under
	rule 7.1A]

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

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	Hannans Reward Ltd
ABN	52 099 862 129

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 Jonathan Murray

Date of last notice 4 July 2013

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.	1) Andrea Rae Murray 2) Andrea Murray
Date of change	5 December 2014
No. of securities held prior to change	Ordinary shares 1) 141,775 2) 5,107,354
Class	Unlisted options
Number acquired	1,500,000
Number disposed	Nil
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	Nil

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Ordinary shares 1) 141,775 2) 5,107,354 Unlisted options 2) 1,500,000 840,000 are held on trust for unrelated third parties Nature of change Related Party Option Issue

Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in – approved at Annual General Meeting held

buy‐back on 20 November 2014

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 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

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?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

J Murray 5 December 2014

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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	Hannans Reward Ltd
ABN	52 099 862 129

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	Markus Bachmann
Date of last notice	4 July 2013

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	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	5 December 2014
No. of securities held prior to change	58,582,353 Ordinary shares (Indirect interest – Craton Capital Funds)
Class	Unlisted options
Number acquired	1,500,000
Number disposed	Nil
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	Nil
No. of securities held after change	58,582,353 Ordinary shares (Indirect interest – Craton Capital Funds) 1,500,000 Unlisted options (Direct)

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Issue of Related Party Options issue of securities under dividend reinvestment plan, participation in Example: on‐market trade, off‐market trade, exercise of options, – approved at Annual General Meeting buy‐back dated 20 November 2014

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 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 Interest acquired Interest disposed Value/Consideration Interest after change

Part 3 –[+] Closed period

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?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

M Bachmann 5 December 2014

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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	Hannans Reward Ltd
ABN	52 099 862 129

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 Kjell Olof Forslund

Date of last notice 2 August 2012

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	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Kjell Olof Forslund
Date of change	5 December 2014
No. of securities held prior to change	Nil
Class	Unlisted options
Number acquired	1,500,000
Number disposed	Nil
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	Nil
No. of securities held after change	1,500,000 Unlisted options

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Issue of Related Party Options Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in – approved at Annual General Meeting buy‐back dated 20 November 2014

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.

==> picture [433 x 268] intentionally omitted <==

----- Start of picture text -----

Detail of contract
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
----- End of picture text -----

Part 3 –[+] Closed period

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?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

O Forslund 5 December 2014

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011