Microsoft Word - 2014-11-27 Appendix 3B - FQM rights, SIL and vested rights

Appendix 3B New issue announcement

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Name of entity

African Energy Resources Limited

ARBN

123 316 781

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

1. Ordinary shares

2. Options

3. Performance Rights

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

1. 1,477,779

2. 13,800,000

3. 5,833,334

3 Principal terms of the

+securities (eg, 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)

1. Fully paid ordinary shares

2. Options exercisable at 10c and expiring

27 November 2017

3. Performance Rights are convertible to ordinary shares for no consideration upon the achievement of various performance and time‐based vesting hurdles.

+ See chapter 19 for defined terms.

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4 Do the +securities rank equally in all respects from the date of allotment 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
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly identify those assets)

Yes

1. 1,277,779 shares issued to Directors and staff in lieu of cash salary. 200,000 shares issued to staff on conversion of vested performance rights.

2. Options issued to First Quantum Minerals as approved by Shareholders at AGM held on 27 November 2014

3. Performance and retention incentive for Directors and employees of the Company

6a Is the entity an +eligible entity No 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

N/A

+ See chapter 19 for defined terms.

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6c Number of +securities issued without security holder approval under rule 7.1

N/A

6d Number of +securities issued with security holder approval under rule 7.1A

N/A

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f Number of securities issued under an exception in rule 7.2

N/A

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.

N/A

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

N/A

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

N/A

7 Dates of entering +securities into uncertificated holdings or despatch of certificates

27 November 2014

8 Number and +class of all
+securities quoted on ASX (including the securities in section 2 if applicable)

+ See chapter 19 for defined terms.

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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)

The Company does not have a dividend policy

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

N/A

12 Is the issue renounceable or non‐
renounceable?

N/A

13 Ratio in which the +securities will be offered

N/A

14 +Class of +securities to which the offer relates

N/A

15 +Record date to determine entitlements

N/A

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

N/A

17 Policy for deciding entitlements in relation to fractions

N/A

18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A

+ See chapter 19 for defined terms.

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19 Closing date for receipt of acceptances or renunciations

N/A

20 Names of any underwriters N/A

21 Amount of any underwriting fee or commission

N/A

22 Names of any brokers to the issue

N/A

23 Fee or commission payable to the broker to the issue

N/A

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

N/A

25 If the issue is contingent on

+security holders' approval, the date of the meeting

N/A

26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

N/A

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

N/A

28 Date rights trading will begin (if applicable)

N/A

29 Date rights trading will end (if applicable)

N/A

30 How do +security holders sell their entitlements in full through a broker?

N/A

31 How do +security holders sell part of their entitlements through a broker and accept for

N/A

+ See chapter 19 for defined terms.

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the balance?

32 How do +security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Despatch 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
(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
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

Entities that have ticked box 34(b)

38 Number of securities for which

+quotation is sought

N/A

+ See chapter 19 for defined terms.

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39 Class of +securities for which quotation is sought

N/A

40 Do the +securities rank equally in all respects from the date of allotment 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

N/A

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)

N/A

42 Number and +class of all
+securities quoted on ASX (including the securities in clause
38)

+ See chapter 19 for defined terms.

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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 not available now, 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: Print name: Daniel Davis

Company Secretary

28 November 2014

+ See chapter 19 for defined terms.

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S708 Notice

The Corporations Act 2001 (the Act) restricts the on‐sale of securities issued without disclosure, unless the sale is exempt under Section 708 or 708A. By the Company giving this notice, sale of the Shares will fall within the exemption in Section 708A(5) of the Act.

Shares were issued without disclosure to investors under Part 6D.2, in reliance on

Section 708A(5) of the Act.

The Company gives this notice pursuant to Section 708A(5)(e) of the Act. The Company, as at the date of this notice, has complied with:

i. the provisions of Chapter 2M of the Act; and ii. Section 674 of the Act.

As at the date of this notice, there is no excluded information for the purposes of

Section 708A(7) or 708A(8) of the Act.

+ See chapter 19 for defined terms.

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