DGAP-News: Kibaran Resources Limited: INVITATION TO PARTICIPATE IN SHARE PURCHASE PLAN

11 MARCH 2019

Dear fellow shareholder,

INVITATION TO PARTICIPATE IN SHARE PURCHASE PLAN

• Kibaran shareholders offered opportunity to apply for up to $15,000 worth of shares at 10c, representing an 8% discount to the five-day volume-weighted average price (VWAP) prior to announcement of the Plan
• The combination of the SPP and the recent share placement will raise up to $2.1m
• The proceeds will be used to advance Kibaran's Epanko graphite project and environmentally-friendly EcoGraf graphite processing business towards production and cashflow

On 27 February 2019, Kibaran Resources Limited (Kibaran or the Company) (ASX:KNL) announced to the ASX that it had received firm commitments to raise $1.1 million through a placement of 11 million fully paid ordinary shares (Shares) at an issue price of 10 cents per Share to sophisticated, institutional and professional investors (Placement).

The Placement completed on 5 March 2019 and Kibaran is pleased to provide all Eligible Shareholders (as defined below) with the ability to participate in the Company's capital raising activities, through participation in a share purchase plan (Plan or SPP).

Under the Plan, Eligible Shareholders will have the opportunity to purchase up to $15,000 worth of Shares at the same price as the Placement (10 cents per Share), irrespective of the size of their shareholding, without incurring brokerage costs.

Through the offer under the Plan (Offer), the Company intends to raise up to $1 million on the terms and conditions (Terms and Conditions) contained in this letter. The Company may elect to accept additional subscriptions or alternatively, close the Offer early and/or scale back applications.

Accordingly, Eligible Shareholders wishing to participate in the Plan are encouraged to do so as soon as possible

Shareholders Eligible to Participate in the Plan
Participation under the Plan is optional and is available exclusively to shareholders of the Company who are registered as holders of Shares at 4.00pm (WST time) on 26 February 2019 (Record Date) and whose registered address is in Australia, New Zealand, Canada, France, Germany, Hong Kong, Singapore, the United Kingdom or the United Republic of Tanzania (Eligible Shareholders). All Eligible Shareholders that participate in the Offer must comply with the foreign offer restrictions that are set out in the Terms and Conditions.

Share Purchase Plan
The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to purchase up to $15,000 worth of Shares at an issue price of 10 cents per Share (Price), being the same price as the Shares offered to sophisticated and professional investors under the Placement. The Price is a discount of 8% to the VWAP for Shares that traded on Kibaran's 5 trading days prior to the date the Plan was announced.

The Plan will not be underwritten.

The directors of the Company (Directors) who are Eligible Shareholders intend to participate under the Plan.

An application form for the Plan (Application Form) is included in this package.

Current Activities
Details of the Company's current activities are set out in the announcements made by the Company to the ASX and are available from the ASX (ASX:KNL) and the Company's website at https://www.kibaranresources.com/

The funds raised under the Plan, together with existing cash reserves, will be applied towards the Company's key programs in 2019, being:

- securing debt finance to enable construction to proceed at the Epanko Graphite Project in Tanzania; and

- finalising developments to enable construction of the first EcoGraf production facility in Asia.

How Much Can You Invest?
Eligible Shareholders may each apply for a maximum of $15,000 worth of Shares and a minimum of $2,000 worth of Shares under the Plan.

How to Accept this Offer
To apply for Shares under the Plan, please follow the instructions on the enclosed personalised Application Form.

Eligible Shareholders may participate by selecting only one of the following offers to purchase Shares under the Plan:

The number of Shares to which you are entitled will be calculated by dividing the subscription amount you have elected by the Price, rounded down.

Once an application has been made it cannot be revoked. All Application Forms must be received by 5pm (Sydney time) on the closing date of Friday 5 April 2019 (unless extended or closed early) (Closing Date). If the exact amount of money is not tendered with your application, the Company reserves the right to either:

(a) return your Application Form and/or payment and not issue any Shares to you; or

(b) allot to you the number of Shares that would have been issued had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you by cheque as soon as possible, without interest.

Multiple Holdings
The maximum investment any Eligible Shareholder may apply for will remain $15,000 even if an Eligible Shareholder receives more than one Offer (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate of the application price paid for the Shares the subject of the application and any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed $15,000.

Custodians and Nominees
Eligible Shareholders who hold Shares as Custodian or Nominee (Custodian) for one or more persons on the Record Date (Beneficiary) may apply for up to a maximum amount of $15,000 worth of Shares in respect of each Beneficiary who is resident in Australia, New Zealand, Canada, France, Germany, Hong Kong, Singapore, the United Kingdom or the United Republic of Tanzania, subject to providing a Custodian Certificate to the Company, as described in the Terms and Conditions enclosed with this letter. Please refer to the Terms and Conditions for more details.

Relationship of Issue Price with Market Price
On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was 11 cents. The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your application under this Offer.

By making an application under this Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that although the purchase Price is at a discount, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Plan may rise or fall accordingly.

The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer.

Additional Information and Important Dates
The offer of Shares under the Plan is made in accordance with ASIC Class Order 09/425 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act (2001) (Cth) (Corporations Act).

The Offer cannot be transferred, and the Directors of the Company reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any application. Shares allotted under the Plan will be issued no later than 10 business days after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.

The maximum amount that the Company currently intends to raise under the Offer is $1 million, however the Company reserves absolute discretion regarding the final amount raised under the Offer, subject to the ASX Listing Rules.

In the event of oversubscription prior to the Closing Date, the Directors may, in their absolute discretion, scale-back applications on an equitable basis. Scale-back for Shares held by Custodians will be applied at the level of the underlying Beneficiary. Directors may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions.

The Company reserves the right to close the Offer early and Eligible Shareholders wishing to participate in the Plan are encouraged to submit their Application Forms as soon as possible.

If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.

Foreign Offer Restrictions
This document may not be released or distributed to shareholders in any country other than Australia, New Zealand, Canada, France, Germany, Hong Kong, Singapore, the United Kingdom or the United Republic of Tanzania. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Important Information for Shareholders outside Australia
Shareholders resident in New Zealand, Canada, France, Germany, Hong Kong, Singapore, the United Kingdom or the United Republic of Tanzania (the Foreign Offer Countries) are responsible for ensuring that participation in the Offer does not breach regulations in the relevant overseas jurisdiction in which they reside. Return of a duly completed Application Form will be taken by the Company to constitute a representation that there has been no breach of those regulations. Refer to the Terms and Conditions for further details of the restrictions that may apply to Shareholders who reside in the Foreign Offer Countries.

Shortfall Placement
In the event that less than $1 million is applied for, the full amount of the shortfall may be placed at the discretion of the Board subject to compliance with the necessary legal requirements. The Company confirms that any issue of shortfall will be placed subject to the Company's compliance with ASX Listing Rule 7.1 and/or 7.1A at the time of issue. As at the date of this document, following the completion of the Placement, the Company will have remaining capacity to issue 35,102,145 Shares under its ASX Listing Rule 7.1 capacity and 27,568,096 Shares under its ASX Listing Rule 7.1A capacity.

Indicative Timetable

These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Application Forms as early as possible.

If you have any questions regarding the Plan or how to deal with this Offer, please contact your adviser or alternatively, Mr Andrew Spinks, Managing Director, on +61 8 6424 9002.

Yours sincerely
Kibaran Resources Limited

Robert Pett
Chairman

KIBARAN RESOURCES LIMITED
(ABN 15 117 330 757)
SHAREHOLDER SHARE PURCHASE PLAN - TERMS AND CONDITIONS

Purpose
The purpose of the Share Purchase Plan (the Plan), which will be conducted in conjunction with the Placement, is to offer shareholders of Kibaran Resources Limited (Kibaran or the Company) the opportunity to acquire additional fully paid ordinary shares in the Company (Shares) up to a maximum of $15,000 and a minimum of $2,000 worth of Shares. The issue price of 10 cents under the Plan is a discount of 8% to the VWAP of Shares that traded over Kibaran's 5 previous trading days prior to the date the Plan was announced. The Company is intending to raise up to $1 million under the Plan. The Shares will not attract brokerage and will be issued without a prospectus. The Plan is governed upon such terms and conditions as the board of directors of the Company, in its absolute discretion, sees fit.

No Financial Advice
This document does not provide financial advice and has been prepared without taking account of any person's investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the Plan having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.

Shareholders Eligible to Participate
Holders of Shares that were registered with an address in Australia, New Zealand, Canada, France, Germany, Hong Kong, Singapore, the United Kingdom or the United Republic of Tanzania (together the Offer Countries) at the Record Date are eligible shareholders (Eligible Shareholders) and may participate in the Plan, unless such registered shareholder holds Shares on behalf of another person who resides outside the Offer Countries. Due to foreign securities laws, it is not practical for shareholders (or beneficial holders) resident in other countries to be offered the opportunity to participate in the Plan.

Participation in the Plan is optional and is subject to these Terms and Conditions. Offers made under the Plan are non-renounceable (i.e. Eligible Shareholders may not transfer their rights to any Shares offered under the Plan). Eligible Shareholders who wish to take up Shares issued under the Plan agree to be bound by the Company's constitution in respect of Shares issued under the Plan.

The maximum amount which any shareholder may subscribe for in any consecutive 12 month period is $15,000. The directors of the Company (Directors) may also determine in their discretion the minimum amount for participation, the multiple of Shares to be offered under the Plan and the period the offer is available to Eligible Shareholders.

Important Information for Shareholders outside Australia

New Zealand Shareholders
The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (as amended) (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Canada (British Columbia, Ontario and Quebec provinces)
This document constitutes an offering of Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of NI 45-106 - Prospectus and Registration Exemptions, of the Canadian Securities Administrators.

No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the Shares or the offering of such securities and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the Shares in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements.

Kibaran, and the directors and officers of Kibaran, may be located outside Canada, and as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon Kibaran or its directors or officers. All or a substantial portion of the assets of Kibaran and such persons may be located outside Canada, and as a result, it may not be possible to satisfy a judgment against Kibaran or such persons in Canada or to enforce a judgment obtained in Canadian courts against Kibaran or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board.

Unless stated otherwise, all Dollar amounts contained in this document are in Australian dollars.

Statutory rights of action for damages and rescission

Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering

France
This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed (directly or indirectly) to the public in France. Such offers, sales and distributions have been and shall only be made in France to qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2, D.411-1, L.533-16, L.533-20, D.533-11, D.533-13, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

European Economic Area - Germany
The information in this document has been prepared on the basis that all offers of Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as amended and implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.

An offer to the public of Shares has not been made, and may not be made, in Germany except pursuant to one of the following exemptions under the Prospectus Directive as implemented in Germany: (a) to any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments unless such entity has requested to be treated as a non-professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2014/65/EC, "MiFID II") and the MiFID II Delegated Regulation (EU) 2017/565;

(b) to any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least EUR20,000,000; (ii) annual net turnover of at least EUR40,000,000 and (iii) own funds of at least EUR2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) unless such entity has requested to be treated as a non-professional client in accordance with MiFID II and the MiFID II Delegated Regulation (EU) 2017/565;

(c) to any person or entity who has requested to be treated as a professional client in accordance with MiFID II;

(d) to any person or entity who is recognised as an eligible counterparty in accordance with Article 30 of the MiFID II unless such entity has requested to be treated as a nonprofessional client in accordance with the MiFID II Delegated Regulation (EU) 2017/565;

(e) to fewer than 150 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company; or

(f) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of entitlements or Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 23) of Hong Kong, nor has it been authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the Shares have not been, and will not be, offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined by the SFO and any rules made under that ordinance). No person allotted new shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice

Singapore
This document and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be issued, circulated or distributed, nor may these securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an existing holder of the Company's shares, an "institutional investor" (as defined in the SFA) or a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not such a shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United Kingdom
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the Shares. This document is issued on a confidential basis to fewer than 150 persons (other than "qualified investors" (within the meaning of section 86(7) of FSMA)) in the United Kingdom, and the Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received in connection with the issue or sale of the Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Tanzania
The offering of the New Shares is not a "public offer" as described in (i) the Companies Act of Tanzania, Act No. 12 of 2002 and (ii) the Capital Markets and Securities Act of Tanzania, Act No. 5 of 1994 and the New Shares may not be offered, sold or resold to the public or a section of the public in Tanzania.

Custodians, Trustees and Nominees
If you are an Eligible Shareholder and hold Shares as a custodian (as defined in ASIC Class Order [CO 09/425] (refer below) (Custodian) or in any more specific ASIC relief granted to the Company in relation to the Plan), you may apply for up $15,000 worth of new Shares for each beneficiary for whom you act as custodian provided you complete and submit, together with an Application Form, a certificate (Custodian Certificate) with the following information:

(a) that you held Shares on behalf of:

(i) one or more other persons that are not custodians; and/or

(ii) another custodian (Downstream Custodian) that holds beneficial interests in Shares on behalf of one or more other persons, to which those beneficial interests relate,

(each a Participating Beneficiary) at the Record Date who have subsequently instructed you, and/or the Downstream Custodian, to apply for Shares under the Plan on their behalf;

(b) the number of Participating Beneficiaries and their names and addresses;

(c) the number of Shares that you hold on behalf of each Participating Beneficiary;

(d) the number or the dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through a Downstream Custodian, to apply for on their behalf;

(e) that the application price for Shares applied under the Offer for each Participating Beneficiary for whom you act in addition to the application price for any other Shares issued to you as custodian (as a result of instruction given to you as Custodian or a Downstream Custodian) for that Participating Beneficiary under any arrangement similar to the Plan in the prior 12 months does not exceed $15,000;

(f) that a copy of the written offer document was given to each Participating Beneficiary; and

(g) where you hold shares on behalf of a Participating Beneficiary indirectly, through one or more Downstream Custodians, the name and address of each Downstream Custodian.

For the purposes of ASIC Class Order [CO 09/425] you are a "Custodian" if you are a registered holder that:

(a) holds an Australian financial services licence that allows you to perform custodian or depositary services or operate IDPS accounts;

(b) is exempt under:

(i) paragraph 7.6.01(1)(k) of the Corporations Regulations 2001 (the Regulations); or

(ii) paragraph 7.6.01(1)(na) of the Regulations; or

(iii) ASIC Class Order [CO 14/1000] or ASIC Class Order [CO 14/1001]; or

(iv) Schedule 2 to the ASIC Corporations (Repeal and Transitional) Instrument 2016/396; or

(v) an individual instrument of relief granted by ASIC to the person in terms similar to one of the class orders referred to in subparagraph (iv) above; or

(vi) paragraph 911A(2)(h) of the Corporations Act;

(vii) from the requirement to hold an Australian financial services licence for the provision of a custodial or depositary service; or

(viii) is a trustee of a self-managed superannuation fund or superannuation master trust;

(ix) is a responsible entity of IDPS like scheme; or

(x) is noted on the Company's register of members as holding the shares on account of another person.

If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply.

Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate and if you would like further information on how to apply, you should contact the Share Registry at any time from 8.30am to 5.00pm (WST time) Monday to Friday during the Offer period.

The Company reserves the right to reject any application for Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these terms and conditions.

Price of Shares
The price of Shares to be issued under the Plan is 10 cents, which is a discount of 8% to the VWAP of Shares traded over the Kibaran's previous 5 trading days prior to the date the Plan was announced.

Applications and Notices
The Company will send Eligible Shareholders a letter of offer and acceptance procedures, inviting subscription for Shares under the Plan, accompanied by these Terms and Conditions and an Application Form. Applications will not be accepted after 5pm (Sydney time) on the Closing Date of the Offer, being Friday, 5 April 2019 (unless extended or closed early). Over subscriptions to an offer may be refunded without interest.

Notices and statements made by the Company to participants may be given in any manner prescribed by its Constitution.

Acknowledgement
By returning an Application Form with a cheque, bank draft, money order or making a payment via BPAY, you:

(a) irrevocably and unconditionally agree to the terms and conditions of the Plan and the terms and conditions of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the Plan;

(b) warrant that all details and statements in your application are true and complete and not misleading;

(c) agree that your application will be irrevocable and unconditional (that is, it cannot be withdrawn even if the market price of the Shares is less than the Price);

(d) warrant that you are an Eligible Shareholder and are eligible to participate in the Plan;

(e) acknowledge that no interest will be paid on any application monies held pending the issue of Shares under the Plan or subsequently refunded to you for any reason;

(f) acknowledge that the Company and its officers and agents, are not liable for any consequences of the exercise or non-exercise of its discretions referred to in these terms and conditions;

(g) acknowledge and agree that if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are participating is resident in the Offer Countries , and you have not sent these terms and conditions, an offer document, or any materials relating to the Plan, to any person outside the Offer Countries;

(h) if you are applying on your own behalf (and not as a Custodian), acknowledge and agree that:

(i) you are not applying for Shares with an application price of more than $15,000 under the Plan (including by instructing a Custodian to acquire Shares on your behalf under the Plan); and

(ii) the total of the application price for the following does not exceed $15,000:

(A) the Shares the subject of the application;

(B) any other Shares issued to you under the Plan or any similar arrangement in the 12 months before the application (excluding Shares applied for but not issued);

(C) any other Shares which you have instructed a Custodian to acquire on your behalf under the Plan; and

(D) any other Shares issued to a Custodian in the 12 months before the application as a result of an instruction given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the Plan.

(i) if you are a Custodian and are applying on behalf of a Participating Beneficiary on whose behalf you hold Shares, acknowledge and agree that:

(i) you are a Custodian (defined above);

(ii) you hold Shares (directly or indirectly) on behalf of one or more Participating Beneficiaries;

(iii) you held Shares on behalf of the Participating Beneficiary as at the Record Date who has instructed you to apply for Shares on their behalf under the Plan;

(iv) each Participating Beneficiary on whose behalf you are applying for Shares has been given a copy of this document;

(v) the application price for the Shares applied for on behalf of the Participating Beneficiary, and any other Shares applied for on their behalf under a similar arrangement in the previous 12 months (excluding shares applied for but not issued), does not exceed $15,000; and

(vi) the information in the Custodian Certificate submitted with your Application Form is true, correct and not misleading;

(vii) agree to be bound by the constitution of the Company (as amended from time to time);

(viii) acknowledge that none of the Company, its advisers or agents, has provided you with any financial product or investment advice or taxation advice in relation to the Plan, or has any obligation to provide such advice; and

(ix) authorise the Company, and its officers and agents, to correct minor or easily rectified errors in, or omissions from, your Application Form and to complete the Application Form by the insertion of any missing minor detail.

Placement of Shortfall
Any shortfall from the Offer may be placed at the discretion of the Directors. The Company confirms that any issue of shortfall will be placed subject to the Company's compliance with ASX Listing Rule 7.1 and 7.1A at the time of issue. As at the date of this document, following the completion of the Placement, the Company will have remaining capacity to issue 35,102,145 Shares under its ASX Listing Rule 7.1 capacity and 27,568,096 Shares under its ASX Listing Rule 7.1A capacity.

Issue of Shares
Shares to be issued under the Plan will be issued as soon as reasonably practicable after the Closing Date and will rank equally in all respects with all other fully paid ordinary shares in the capital of the Company from the date of issue.

Shareholding statements or CHESS notification will be issued in respect of all Shares issued under the Plan. The Company will, promptly after the issue of Shares under the Plan, make application for those Shares to be listed for quotation on the official list of ASX.

Modification and Termination of the Plan
The Company may modify or terminate the Plan at any time. The Company will notify ASX of any modification to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination.

Without limiting the above, the Company may issue to any person fewer Company Shares than the person applied for under the Plan if the issue of Shares applied for would contravene any applicable law or the Listing Rules of ASX.

Raising Amount and Scale Back
The Company seeks to raise up to $1 million, however, the Company reserves absolute discretion regarding the final amount raised under the Plan.

In the event of an oversubscription the Directors may, in their absolute discretion, accept oversubscriptions (in accordance with the ASX Listing Rule parameters) or alternatively, scale-back all applications on an equitable basis. If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.

Dispute Resolution
The Company may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any participant, application or Shares. The decision of the Company in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.

The Company reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of the Company under these conditions may be exercised by the Directors or any delegate of the Directors.

Questions and Contact Details
If you have any questions regarding the Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or alternatively, Mr Andrew Spinks, Managing Director, on +61 8 6424 9002.