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. .	IMITELPELRESOURCES I. ICAN.---------------------------------------
ABN	063 388 82112,

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	John PALERMO
Date of last notice	25 September 2014

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Seashells Resort Pty Ltd (Director)Finebase Holdings Pty Ltd (Director)
Date of change	12 December 2014
No. of securities held prior to change	20,822,928 Ordinary fully paid21,754,400 Options ($0.02 30/06/17)
Class	Ordinary fully paidOptions exercisable at $0.02 by 30/6/17
Number acquired	913,568 Ordinary fully paid
Number disposed
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	$3,654

+ See chapter 19 for defined terms.

No. of securities held after change	21,736,496 Ordinary fully paid21,754,400 Options ($0.02 30/06/17)
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	On-market trade

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	N/A
Nature of interest
Name of registered holder(if issued securities)
Date of change
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

Part 3 - + Closed period

ŧ.

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Were the interests in the securities or contracts detailed $ N/A$above traded during a + closed period where prior writtenclearance was required?
If so, was prior written clearance provided to allow the tradeto proceed during this period?
If prior written clearance was provided, on what date was thisprovided?

+ See chapter 19 for defined terms.

Form 604 Corporations Act 2001 Section 671B

Notice of change in interests of substantial holder

To: Company Name/Scheme	PELICAN RESOURCES LIMITED
ACN/ARSN	063 388 821
1.Details of substantial holder (1)
Name	JOHN PALERMO
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on		12/12/2014
The previous notice was given to the company on		14/04/2014
The previous notice was dated		14/04/2014

$2.$ Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting Power (5)
ORDINARY FULLY PAID	20.822.928	8.63%	21.736.496	9.01%

$3.$ Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Dateοtchange	Personrelevantwhoseinterest changed	Nature of change (6)	Considerationgiven in relation tochange (7	Class and numbersecurities0taffected	Person'saffected	votes
12/12/2014	Finebase Holdings P/L	On-market acquisition	$3.654	913.568		913.568

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holderrelevantοt	Registered holder of	entitledbePersonto	relevantNatureΩt	Class and number	Person's votes
interest	securities	registered as holder (8)	interest (6)	of securities
Seashells Resort Pty	Seashells Resort Pty	Seashells Resort Pty Ltd	N/A	OFP 1.198.077	1.198.077
Ltd	Ltd
HoldingsFinebase	HoldinasFinebase	Finebase Holdings Pty Ltd	N/A	OFP 20.538.418	20,538.418
Ptv Ltd	Pty Ltd
John Palermo	John Palermo	John Palermo	N/A	OFP 1

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

.$\cdots$$\mathbf{A}$. .rolicabland∴ NamoAG I. .-------------________________________________	association0.011172ΩĪναιυισ----------
N/A	-----_____-----_______
	_______________________________________
	ALCOHOL:1.11111111111111111111111111111111111

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Seashells Resort Pty Ltd	284 Oxford Street, Leederville WA 6007
Finebase Holdings Pty Ltd	284 Oxford Street, Leederville WA 6007
John Palermo	1 Oxford Street. Leederville WA 6007234

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or $(1)$ the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
$(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
The voting shares of a company constitute one class unless divided into separate classes. $(4)$
The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
$(6)$ Include details of:
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection $(a)$ 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
- any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was $(7)$ acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of the contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write $(8)$ "unknown".
Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

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