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REDIVIUM LIMITED Share Issue/Capital Change 2016

Jul 19, 2016

65703_rns_2016-07-19_9acb93e2-5ea2-4cc2-ac6b-6e29909f4c42.pdf

Share Issue/Capital Change

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20 July 2016

ASX & MEDIA ANNOUNCEMENT

Exercise of options

Hannans Limited (ASX: HNR) is pleased to advise that 4,166,667 unlisted options were recently exercised. The updated Hannans capital structure following the exercise of the options is as follows:

Updated Capital Structure
Ordinary Fully Paid Shares listed on the ASX 999,874,422
(Tranche 1)Unlisted Options exercisable at 0.8 cents on or before 20 November 2017 12,016,668
(Tranche 2)Unlisted Options exercisable at 0.5 cents on or before 20 November 2018 7,850,001
(Tranche 3)Unlisted Options exercisable on or before 20 November 2019Exercise price calculated from the VWAP for 10 trading days after20 November 2016 PLUS a premium of 50% 12,016,664
Unlisted Options exercisable at 0.4 cents on or before 10 March 2018 31,250,000
Unlisted Options exercisable at 0.4 cents on or before 3 June 2018 10,412,500

Cleansing Notice

Hannans Ltd (Company) gives notice pursuant to Section 708A(5)(e) of the Corporations Act and further advises that the shares were issued without disclosure to the investor under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act. The Company, as at the date of this notice, has complied with:

a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company, and

b) Section 674 of the Corporations Act.

There is no excluded information as at the date of this notice, for the purposes of Section 708A(7) and (8) of the Corporations Act.

For further information, please contact:

Damian Hicks Managing Director +61 419 930 087 (Telephone) [email protected] (Email)

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 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 issued

Fully paid ordinary shares.

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares.

4,166,667.

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities?If the additional +securities do not rankequally, please state:the date from which they dothe extent to which they participatefor the next dividend, (in the caseof a trust, distribution) or interestpaymentthe extent to which they do notrank equally, other than in relationto the next dividend, distribution orinterest payment Yes.
5 Issue price or consideration 0.5 cents per share.
6 Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets) Exercise of unlisted options pursuant to the terms ofthe Company's Employee Share Option Plan.
6a Is the entity an +eligible entity that hasobtained security holder approvalunder rule 7.1A?If Yes, complete sections 6b – 6h inrelation to the +securities the subjectof this Appendix 3B, and comply withsection 6i Yes.
6b The date the security holder resolution 20 November 2014.
under rule 7.1A was passed
6c Number of +securities issued withoutsecurity holder approval under rule 7.1 Nil.
6d Number of +securities issued withsecurity holder approval under rule7.1A Nil.

+ See chapter 19 for defined terms.

  • 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) N/A.

4,166,667.

N/A.

N/A.

Rule 7.1 144,107,413 Rule 7.1A 99,479,942 Refer Annexure 1

20 July 2016.

Number +Class 999,874,422 Fully paid ordinary shares.

+ See chapter 19 for defined terms.

Number +Class
9 Number and +class of all +securitiesnot quoted on ASX (including the+securities in section 2 if applicable) 12,016,668 Options exercisableat $0.008 each on orbefore 20 Nov 2017.
7,850,001 Options exercisableat $0.005 each on orbefore 20 Nov 2018.
12,016,664 Options exercisable onor before 20 Nov 2019.Exercise price calculatedfrom the VWAP for 10trading days after20 Nov 2016 PLUSa premium of 50%.
31,250,000 Options exercisableat $0.004 each on orbefore 10 Mar 2018.
10,412,500 Options exercisableat $0.004 each on orbefore 3 Jun 2018.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A.

Part 2 - Pro rata issue

11 Is security holder approval required?
12 Is the issue renounceable or nonrenounceable?
13 Ratio in which the +securities will beoffered
14 +Class of +securities to which the offerrelates
15 +Record date to determine entitlements
16 Will holdings on different registers (orsubregisters) be aggregated forcalculating entitlements?
17 Policy for deciding entitlements inrelation to fractions

+ See chapter 19 for defined terms.

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.

  • 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.

Entities that have ticked box 34(b)

38 +securitiesNumberofforwhich+quotation is sought
39 +Class of +securities for which quotationis sought
40 Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities?If the additional +securities do not rankequally, please state:the date from which they dothe extent to which they participatefor the next dividend, (in the case ofatrust,distribution)orinterestpaymentthe extent to which they do not rankequally, other than in relation to thenext dividend, distribution or interestpayment
41 Reason for request for quotation nowExample: In the case of restrictedsecurities, end of restriction period(if issued upon conversion of another+security, clearly identify that other+security)
42 Number and +class of all +securitiesquoted on ASX (including the +securitiesin clause 38) Number +Class

+ See chapter 19 for defined terms.

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 no-one 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: 20 July 2016 (Director/Company secretary)

Print name: Damian Hicks

== == == == ==

+ See chapter 19 for defined terms.

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
Insert number of fully paid +ordinary securities onissue 12 months before the +issue date or date ofagreement to issue 721,966,133
Add the following:Number of fully paid +ordinary securities issued•in that 12 month period under an exception inrule 7.2 73,999,957 fully paid ordinary shares– pursuant to the Company's SPP.6,250,000 fully paid ordinary shares25,000,000 fully paid ordinary shares4,166,667 fully paid ordinary shares(subject of this Appendix 3B).
Number of fully paid +ordinary securities issued•in that 12 month period with shareholderapproval 62,500,000 fully paid ordinary sharesissued on 10 March 2016– approved at the GM held on 19 May 2016.17,666,665 fully paid ordinary shares– approved at the GM held on 19 May 2016.83,250,000 fully paid ordinary shares– approved at the GM held on 19 May 2016.
Number of partly paid +ordinary securities that•became fully paid in that 12 month periodNote:•Include only ordinary securities here – otherclasses of equity securities cannot be added•Include here (if applicable) the securities thesubject of the Appendix 3B to which this form isannexed•It may be useful to set out issues of securities ondifferent dates as separate line items N/A
Subtract the number of fully paid +ordinary securitiescancelled during that 12 month period N/A
"A" 994,799,422

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B" 0.15[Note: this value cannot be changed]
Multiply "A" by 0.15 149,219,913
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that hasalready been used
Insert number of +equity securities issued or agreedto be issued in that 12 month period not countingthose issued:•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval under rule 7.1 orrule 7.4Note:•This applies to equity securities, unlessspecifically excluded – not just ordinary securities•Include here (if applicable) the securities thesubject of the Appendix 3B to which this form isannexed•It may be useful to set out issues of securities ondifferent dates as separate line items 75,000 fully paid ordinary shares.37,500 unlisted options.5,000,000 fully paid ordinary shares.
"C" 5,112,500
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacityunder rule 7.1
"A" x 0.15Note: number must be same as shown in Step 2 149,219,913
Subtract "C"Note: number must be same as shown in Step 3 (5,112,500)

rule 7.1]

Total ["A" x 0.15] – "C" 144,107,413

[Note: this is the remaining placement capacity under

+ See chapter 19 for defined terms.

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
"A"994,799,422Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D" 0.10Note: this value cannot be changed
Multiply "A" by 0.10 99,479,942
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that hasalready been used
Insert number of +equity securities issued or agreed tobe issued in that 12 month period under rule 7.1ANotes:•This applies to equity securities – not just ordinarysecurities•Include here – if applicable – the securities thesubject of the Appendix 3B to which this form isannexed•Do not include equity securities issued under rule 7.1(they must be dealt with in Part 1), or for whichspecific security holder approval has been obtained•It may be useful to set out issues of securities ondifferent dates as separate line items
"E" Nil.
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacityunder rule 7.1A
"A" x 0.10Note: number must be same as shown in Step 2 99,479,942
Subtract "E"Note: number must be same as shown in Step 3 Nil.
Total ["A" x 0.10] – "E" 99,479,942Note: this is the remaining placement capacity

under rule 7.1A

+ See chapter 19 for defined terms.