VOLTAIC STRATEGIC RESOURCES LTD — Capital/Financing Update 2013

Aug 4, 2013

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ABN 66 138 145 114 16 Phillimore Street Fremantle, WA Tel: 08 9431 7306 Fax: 08 9430 4983

5 August 2013

The Manager Companies Company Announcements Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

By: e-lodgement (ASX code: IOG)

Dear Sir/Madam

ISSUE OF SHARES & OPTIONS Appendix 3B – application for listing of shares

The Board has agreed to issue 139,000 ordinary shares to current senior US based executives at a price of $0.13 per share. None of the employees receiving shares are directors of Incremental Oil and Gas Ltd. The shares are being paid for by way of an interest free, non-recourse loan issued by the company. These shares will have a vesting period of between one and two years and the employee share plan will be administered by Trinity Management Group Pty Ltd.

The issue of these shares to management, with a vesting period, is intended to reward employees for their loyalty. The allocation of company stock is a common condition of employment in the USA, where the majority of IOG staff are employed. The value of these shares is taken into consideration when setting the employees overall salary package.

As previously announced, the Board has approved the issue of 4,000,000 unlisted options exercisable at A$0.1485 and expiring on 27/07/18 as consideration for the rescheduling of the debt repayments payable to RMB Resources Ltd.

Attached is an Appendix 3B which provides details of the issue and seeks for these new shares to be listed as ordinary fully paid shares.

Gerry McGann Managing Director

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

INCREMENTAL OIL AND GAS LIMITED

ABN 66 138 145 114

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 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)	(A) FULLY PAID ORDINARY SHARES (B) UNLISTED OPTIONS
	(A) 139,000 fully paid ordinary shares (B) 4,000,000 unlisted options
	(A) Fully paid ordinary shares (B) Options (unlisted) can be converted to fully paid ordinary shares at an exercise price of A$0.1485 per share on or before 27th July 2018

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

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	(A) Fully paid ordinary shares rank equally in all respects from the date of allotment with all existing fully paid ordinary shares. (B) Options do not rank equally and have no rights to participate in dividends until they are converted to ordinary shares at which time they do rank equally in all respects with all existing fully paid ordinary shares.
	(A) Ordinary shares - A$0.13 per share (B) Options - Nil
	(A) Ordinary shares - Allocation of shares to management as part of employee share plan. (B) Options - In accordance with agreement with RMB Resources Limited and RMB Australia Holdings Limited for the restructuring of debt repayment schedule as advised to ASX on 5th July 2013.
	No
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 3

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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)	N/A	N/A
	N/A
	N/A
	N/A
	N/A
	7.1 - 19,276,552 7.1A - 15,610,368
	(A) 7th August 2013 (B) 7th August 2013
	Number	+Class
	156,242,680	Fully paid ordinary shares (ASX code – IOG)

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

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)	Number	+Class
	92,500,000 4,000,000	Options exercisable at 20c expiring on 01/11/2014 Options exercisable at 14.85c expiring on 27/07/18
	N/A

Part 2 - Bonus issue or pro rata issue

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 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

• 32 How do security holders dispose N/A of their entitlements (except by sale through a broker)?

• 33 +Issue date N/A

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 (139,000 fully paid ordinary shares)

• (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 0 1,001 - 5,000 0 5,001 - 10,000 0 10,001 - 100,000 1 100,001 and over 1

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

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 7

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

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38 Number of [+] securities for which N/A
+quotation is sought
39 +Class of +securities for which N/A
quotation is sought
40 Do the [+] securities rank equally in N/A
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 N/A
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another [+] security, clearly identify
that other [+] security)
Number +Class
42 Number and +class of all N/A
+securities quoted on ASX
( including the [+] securities in clause
38)
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• See chapter 19 for defined terms.

Appendix 3B Page 8

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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 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: 5 August 2013 ( ~~Director~~ /Company secretary)

Print name: SIMON ADAMS

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
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Insert number of fully paid [+] ordinary 155,643,680
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 100,000 (option conversion - issued 5/9/12)
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities 360,000 (employee share plan - issued
issued in that 12 month period with 21/1/13)
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that Nil
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 Nil
securities cancelled during that 12 month
period
“A” 156,103,680
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• See chapter 19 for defined terms. Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

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Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 23,415,552
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of [+] equity securities issued 139,000 (employee share plan - issued
or agreed to be issued in that 12 month 7/8/13)
period not counting those issued:
4,000,000 (options – issued 7/8/13)
• 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” 4,139,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 23,415,552
Note: number must be same as shown in
Step 2
Subtract “C” 4,139,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 19,276,552
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 156,103,680
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 15,610,368
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number 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
“E” Nil
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• See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	15,610,368
Subtract“E” Note: number must be same as shown in Step 3	Nill
Total[“A” x 0.10] – “E”	15,610,368 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012