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 Adavale Resources Limited ABN 91 008 719 015 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 745,000 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) As per other fully paid ordinary shares already quoted. +  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? Yes, all shares will rank equally with the existing fully paid shares. 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 $0.0136 per share 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) The shares were issued as a result of a drawdown under the Standby Subscription Agreement with Gurney Capital Pty Ltd as announced on 15 January 2015. 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes 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 25 November 2014 6c Number of +securities issued without security holder approval under rule 7.1 745,000 6d Number of +securities issued with security holder approval under rule 7.1A Nil +  See  chapter  19  for  defined  terms. Appendix  3B  Page  2 04/03/2013 Appendix  3B New  issue  announcement 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Nil 6f Number of +securities issued under an exception in rule 7.2 Nil 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. Not applicable. 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 Not applicable. 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 7.1: 1,999 +Issue dates 30 April 2015 7 7.1A: Nil 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 +class Number all 19,810,299 Number and of +securities quoted on ASX (including the +securities in section 2 if applicable) +  See  chapter  19  for  defined  terms. 04/03/2013 +Class Fully Paid Ordinary Shares Appendix  3B    Page  3 Appendix  3B New  issue  announcement Number 9 +class Number and of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 1,000,000 1,000,000 500,000 500,000 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) +Class UO4 Options (Class C) Exercisable at $0.9 on or before 31 July 2015 UO4 Options (Class D) Exercisable at $1.00 on or before 31 July 2016 Unlisted Options Exercisable at $1.20 on or before 31 July 2015 Unlisted Options Exercisable at $1.40 on or before 31 July 2016 Not applicable. Part 2 - Pro rata issue 11 Is security required? holder approval Not applicable. 12 Is the issue renounceable or non-renounceable? Not applicable. 13 Ratio in which the +securities will be offered Not applicable. 14 +Class of +securities to which the offer relates Not applicable. 15 +Record determine Not applicable. 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Not applicable. 17 Policy for deciding entitlements in relation to fractions Not applicable. date entitlements to +  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 Not applicable. 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 +  See  chapter  19  for  defined  terms. 04/03/2013 Not applicable. Appendix  3B    Page  5 Appendix  3B New  issue  announcement 20 Names of any underwriters Not applicable. 21 Amount of any underwriting fee or commission Not applicable. 22 Names of any brokers to the issue Not applicable. 23 Fee or commission payable to the broker to the issue Not applicable. 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders Not applicable. 25 If the issue is contingent on security holders’ approval, the date of the meeting Not applicable. 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled Not applicable. 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 Not applicable. 28 Date rights trading will begin (if applicable) Not applicable. 29 Date rights trading will end (if applicable) Not applicable. 30 How do security holders sell their entitlements in full through a broker? Not applicable. 31 How do security holders sell part of their entitlements through a broker and accept for the balance? Not applicable. +  See  chapter  19  for  defined  terms. Appendix  3B  Page  6 04/03/2013 Appendix  3B New  issue  announcement 32 How do security holders dispose of their entitlements (except by sale through a broker)? Not applicable. 33 +Issue date Not applicable. Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 (a) (b) Type of +securities (tick one) ! +Securities described in Part 1 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. 04/03/2013 Appendix  3B    Page  7 Appendix  3B New  issue  announcement Entities that have ticked box 34(b) 38 Number of +securities for which +quotation is sought 39 +Class 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? of +securities for which quotation is sought 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) Number 42 +Class Number and +class of all +securities quoted on ASX (including the +securities in clause 38) +  See  chapter  19  for  defined  terms. Appendix  3B  Page  8 04/03/2013 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: (Company secretary) Print name: Date: 1 May 2015 Leanne Ralph == == == == == +  See  chapter  19  for  defined  terms. 04/03/2013 Appendix  3B  Page  9 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 Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue 15,849,839 Add the following: • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid +ordinary 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 securities cancelled during that 12 month period “A” +  See  chapter  19  for  defined  terms. Appendix  3B  Page  10 15,849,839 04/03/2013 Appendix  3B New  issue  announcement Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 2,377,475 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: 1,585,025 issued 27-Jan-15 • Under an exception in rule 7.2 745,000 issued 30-Apr-15 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 45,452 issued 2-Mar-15 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” 2,375,477 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 2,377,475 Note: number must be same as shown in Step 2 Subtract “C” 2,375,477 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 1,998 [Note: this is the remaining placement capacity under rule 7.1] +  See  chapter  19  for  defined  terms. 04/03/2013 Appendix  3B  Page  11 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 “A” 15,849,839 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 1,584,983 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A 1,584,983 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” +  See  chapter  19  for  defined  terms. Appendix  3B  Page  12 1,584,983 04/03/2013 Appendix  3B New  issue  announcement Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 1,584,983 Note: number must be same as shown in Step 2 Subtract “E” 1,584,983 Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Nil Note: this is the remaining placement capacity under rule 7.1A +  See  chapter  19  for  defined  terms. 04/03/2013 Appendix  3B  Page  13