Name of entity

Lincoln Minerals Limited

ABN

50 050 117 023

1

+Class of +securities issued or to be issued

Ordinary shares

2

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

92,096,737 ordinary shares

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

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

Yes

5

Issue price or consideration

3.2 cents per share

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

To provide funding in support of:

• Completion of detailed mine planning, a Program for Environment Protection and Rehabilitation (PEPR) and Government approvals for the Kookaburra Gully graphite project on South Australia's Eyre Peninsula;

• Water well drilling and bulk sample trenching at the Kookaburra Gully graphite deposit;

• Pilot plant testing of the Company's Kookaburra Gully graphite deposit;

• Detailed design and engineering of a graphite processing plant for the Kookaburra Gully graphite project;

• Establishing international markets and customers for graphite products from Kookaburra Gully;

• Reconnaissance and resource definition drilling of the Kookaburra Gully Extended graphite exploration targets;

• Ongoing exploration for graphite in the Uley-Gum Flat area on southern Eyre Peninsula;

• Ongoing exploration for manganese, copper, silver and other base metals at Uno and Eurilla on northern Eyre Peninsula, at Minbrie on central Eyre Peninsula, and in the Tumby Bay-Cummins area on southern Eyre Peninsula;

• Acquisition of new assets or investments (including expenses associated with such acquisition) as the board determines appropriate;

• Working capital purposes.

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

Yes

6b

The date the security holder resolution under rule 7.1A was passed

8 November 2016

6c

Number of +securities issued without security holder approval under rule 7.1

Not applicable

6d

Number of +securities issued with security holder approval under rule 7.1A

Not applicable

6e

Number of +securities issued with security holder approval

under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

6f

Number of +securities issued under an exception in rule 7.2

92,096,737 - exception 1.

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

Rule 7.1 - 55,258,042 Rule 7.1A - 36,838,694

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.

14 December 2016