Announcement PDF Appendix 1A ASX Listing application and agreement Rules 1.1 Cond 3, 1.7 Appendix 1A ASX Listing Application and Agreement This form is required by listing rule 1.7 to be used by an entity seeking admission to the +official list as an ASX Listing (for classification as an ASX Debt Listing use Appendix 1B and for classification as an ASX Foreign Exempt Listing use Appendix 1C). All entity’s seeking admission to the +official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. The Appendix 1A and the Information Form and Checklist (ASX Listing) given to ASX become ASX’s property and will be made public by way of release on ASX Markets Announcement Platform. Supporting documents may also be made public. This may occur prior to admission of the entity and +quotation of its +securities. If it does, publication does not mean that the entity will be admitted or that its +securities will be quoted. Introduced 01/07/96 Origin: Appendix 1 Amended 01/07/97, 01/07/98, 01/09/99, 13/03/00, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 20/07/07, 01/01/12, 01/05/13, 02/11/15 Name of entity ABN/ARBN/ARSN Lithium Consolidated Mineral Exploration Pty Ltd to be renamed Lithium Consolidated Mineral Exploration Limited 612 008 358 We (the entity named above) apply for admission to the +official list of ASX Limited (ASX) as an ASX Listing and for +quotation of the following +securities: Number to be quoted + Class +Main class of +securities 35,844,308 ORD Additional +classes of +securities to be quoted (if any) 54,127,814 ORD (ESCROW) [Do not include +CDIs] We agree: 1. Our admission to the +official list and classification as an ASX Listing is in ASX’s absolute discretion. ASX may admit us on any conditions it decides. +Quotation of our +securities is in ASX’s absolute discretion. ASX may quote our +securities on any conditions it decides. Our removal from the +official list, the suspension or ending of +quotation of our +securities, or a change in the category of our admission is in ASX’s absolute discretion. ASX is entitled immediately to suspend +quotation of our +securities or remove us from the +official list if we break this agreement, but the absolute discretion of ASX is not limited. + See chapter 19 for defined terms 2 November 2015 Page 1 Appendix 1A ASX Listing application and agreement 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. • The +securities to be quoted comply with listing rule 2.1 and there is no reason why the +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 and section 1016E of the Corporations Act do 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 601MB(1), 737, 738, 992A, 992AA 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, including the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. 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 (or will be) true and complete. 5. We will comply with the listing rules that are in force from time to time, even if +quotation of our +securities is deferred, suspended or subject to a +trading halt. 6. The listing rules are to be interpreted: • in accordance with their spirit, intention and purpose; • by looking beyond form to substance; and • in a way that best promotes the principles on which the listing rules are based. 7. ASX has discretion to take no action in response to a breach of a listing rule. ASX may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord. 8. A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules. 9. In any proceedings, a copy or extract of any document or information given to ASX is of equal validity in evidence as the original. 10. We acknowledge that this application also operates as an application to the +approved CS facility for the entity to act as an issuer under the operating rules of the +approved CS facility and: • In the case of an entity established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be approved under the operating rules of the +approved CS facility, to have CDIs issued over the entity’s +securities. + See chapter 19 for defined terms 2 November 2015 Page 2 Appendix 1A ASX Listing application and agreement • 11. 12. In all other cases, for the approval of the entity’s +securities under the operating rules of the +approved CS facility. Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be approved under the operating rules of the +approved CS facility: • We will satisfy the +technical and performance requirements of the +approved CS facility and meet any other requirements the +approved CS facility imposes in connection with approval of our +securities. • When +securities are issued we will enter them in the +approved CS facility’s subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so. • The +approved CS facility is irrevocably authorised to establish and administer a subregister in respect of the +securities for which +quotation is sought. In the case of an entity established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be approved under the operating rules of the +approved CS facility: • The +approved CS facility is irrevocably authorised to establish and administer a subregister in respect of +CDIs. • We will make sure that +CDIs are issued over +securities if the holder of quoted +securities asks for +CDIs. Dated: 23/03/2017 Executed as a deed by Lithium Consolidated Mineral Exploration Pty Ltd ACN 612 008 358 Director Secretary Brian Moller Duncan Cornish Print full name of Director Print full name of Secretary You must complete, date and sign this agreement so that it takes effect as a deed. If the entity is an Australian company, the signatures of a director and a director/company secretary will be required. If the entity is an Australian trust, the signatures of a director and a director/company secretary of the responsible entity of the trust will be required. If the entity is established outside Australia, execution will have to comply with requirements for a deed in both the place of establishment of the entity and in Australia. If this agreement is signed under a power of attorney, please attach a copy of the power of attorney. + See chapter 19 for defined terms 2 November 2015 Page 3 Information Form and Checklist (ASX Listing) Name of entity ABN/ARBN/ARSN Lithium Consolidated Mineral Exploration Pty Ltd to be renamed Lithium Consolidated Mineral Exploration Limited 612 008 358 We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing. Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents referred to in this Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty. Any Annexures to this Information Form and Checklist form part of the Information Form and Checklist and are covered by the warranty referred to above. Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules. Part 1 – Key Information Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”. All entities – corporate details1 Place of incorporation or establishment Queensland Date of incorporation or establishment 22/04/2016 Legislation under which incorporated or established Corporations Act 2001 (Cth) Address of registered office in place of incorporation or establishment Level 10, 110 Mary Street, Brisbane Qld 4000 Main business activity Exploration Other exchanges on which the entity is listed N/A Street address of principal administrative office Level 10, 110 Mary Street, Brisbane Qld 4000 Postal address of principal administrative office Level 10, 110 Mary Street, Brisbane Qld 4000 Telephone number of principal administrative office +61 7 3212 6299 (telephone) +61 7 3212 6250 (facsimile) 1 If the entity applying for admission to the official list is a stapled structure, please provide these details for each entity comprising the stapled structure. Page 1 E-mail address for investor enquiries DCornish@corpservices.com.au Website URL www.lithiumconsolidated.com All entities – management details2 Full name and title of CEO/managing director Shanthar Pathmanathan, Managing Director Full name and title of chairperson of directors James David McKerlie, Non-executive Chairman Full names of all existing directors Vincent David Mascolo, Brian Gerry Moller, James David McKerlie, Shanthar Pathmanathan Full names of any persons proposed to be appointed as additional or replacement directors N/A Full name and title of company secretary Duncan Cornish, Company Secretary and Chief Financial Officer All entities – ASX contact details3 Full name and title of ASX contact(s) Duncan Cornish CFO and Company Secretary Billy Young Law Graduate, HopgoodGanim Lawyers Business address of ASX contact(s) Level 10, 110 Mary Street, Brisbane QLD 4000 Level 8, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000 Business phone number of ASX contact(s) + 61 7 3212 6299 +61 7 3024 0463 Mobile phone number of ASX contact(s) 0407 623 302 0401094744 Email address of ASX contact(s) DCornish@corpservices.com.au b.young@hopgoodganim.com.au All entities – auditor details4 Full name of auditor BDO Audit (Qld) Pty Ltd All entities – registry details5 Name of securities registry Link Market Services Limited 2 If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust. 3 Under Listing Rule 1.1 Condition 12, a listed entity must appoint a person responsible for communication with ASX. You can appoint more than one person to cater for situations where the primary nominated contact is not available. 4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences (Guidance Note 1 section 2.8). 5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities. Page 2 Address of securities registry Level 15, 324 Queen Street, Brisbane Qld 4000 Phone number of securities registry +61 1300 554 474 Fax number of securities registry +61 2 9287 0303 Email address of securities registry registrars@linkmarketservices.com.au Type of subregisters the entity will operate6 CHESS and Issuer Sponsored All entities – key dates Annual balance date 30 June Month in which annual meeting is usually held (or intended to be held)7 November Months in which dividends or distributions are usually paid (or are intended to be paid) N/A Trusts – additional details Name of responsible entity N/A Duration of appointment of directors of responsible entity N/A Full names of the members of the compliance committee (if any) N/A Entities incorporated or established outside Australia – additional details Name and address of the entity’s Australian agent for service of process N/A If the entity has or intends to have a certificated subregister for quoted securities, the location of the Australian subregister N/A Address of registered office in Australia (if any) N/A 6 Example: CHESS and issuer sponsored subregisters. 7 May not apply to some trusts. Page 3 Entities listed or to be listed on another exchange or exchanges Name of the other exchange(s) where the entity is or proposes to be listed N/A Is the ASX listing intended to be the entity’s primary or secondary listing N/A Part 2 – Checklist Confirming Compliance with Admission Requirements Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”. In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 25 copies of the applicant’s Offer Document referred to in item 4) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format. Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19). A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3. If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document. All entities – key supporting documents – Lithium Consolidated Mineral Exploration Pty Ltd (LCME) No 1. Item A copy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name) Location/Confirmation Refer to Annexure 1 Refer to Annexure 2 - Public conversion certificate (Provided 24 November 2016) 2. A copy of the entity’s constitution (Listing Rule 1.1 Condition 1A)8 Refer to Annexure 3 3. Either: (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or (b) a completed checklist that the constitution complies with the Listing Rules (Listing Rule 1.1 Condition 2)9 (a) Refer to Annexure 4; and (b) page 62 of the entity’s constitution. 4. An electronic version and 25 copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3) Annexure 5 - 1 physical copy 25 copies to be provided upon final printing. (Provided 24 November 2016) 5. If the entity’s corporate governance statement10 is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement (Listing Rule 1.1 Condition 13) Annexure 6 8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format. 9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website. 10 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation. Page 4 No Item Location/Confirmation 6. If the entity will be included in the S & P All Ordinaries Index on admission to the official list,11 where in its Offer Document does it state that it will have an audit committee (Listing Rule 1.1 Condition 13) N/A 7. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,12 where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to composition and operation of the audit committee (Listing Rule 1.1 Condition 13) N/A 8. Original executed agreement with ASX that documents may be given to ASX and authenticated electronically (Listing Rule 1.1 Condition 14)13 Annexure 7 9. If the entity’s trading policy is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s trading policy (Listing Rule 1.1 Condition 15) Annexure 6 – (Section 8 of Corporate Governance Charter) 10. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,14 where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 16) N/A 11. For each director or proposed director,15 a list of the countries in which they have resided over the past 10 years (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15)16 Shanthar Pathmanathan - USA 12. For each director or proposed director who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by CrimTrac which is not more than 12 months old (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) Annexure 8 – Brian Moller Annexure 9 – Vincent Mascolo Annexure 10 – Shanthar Pathmanathan Annexure 11 - Jim McKerlie 11 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P. 12 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 13 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website. 14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 15 If the entity applying for admission to the official list is a trust, references in items 11, 12, 13, 14 and 15 to a director or proposed director mean a director or proposed director of the responsible entity of the trust. 16 The information referred to in items 11, 12, 13, 14 and 15 is required so that ASX can be satisfied that the director or proposed director is of good fame and character under Listing Rule 1 Condition 17. Page 5 No Item 13. For each director or proposed director who is or has in the past 10 years been a resident of a country other than Australia, resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of director’s duties; or (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) Location/Confirmation Annexure 12 – Shanthar Pathmanathan US Criminal History Check (Provided 24 November 2016) Annexure 14 – Shanthar Pathmanathan US Criminal History Statutory Declaration Annexure 13 – Shanthar Pathmanathan US FBI Check 14. For each director or proposed director who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) Annexure 15 – Brian Moller Annexure 16 – Vincent Mascolo Annexure 17 – Shanthar Pathmanathan Annexure 18 – Jim McKerlie 15. For each director or proposed director who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 14 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) Annexure 19 – Bankruptcy Search (Provided 24 November 2016) Annexure 20 – Shanthar Pathmanathan US Criminal History and Bankruptcy Statutory Declaration (Copy) 16. A statutory declaration from each director or proposed director confirming that: (a) the director has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (b) the director has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the director has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director of a listed entity; (d) no listed entity of which he or she was a director (or, in the case of a listed trust, in respect of which he or she was a director of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules Annexure 21 – Brian Moller Annexure 22 – Vincent Mascolo Annexure 23 – Shanthar Pathmanathan (Provided 15 November 2016) Annexure 24 – Jim McKerlie : Page 6 No Item applicable to that entity; and (e) the director is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the director is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 17 and Guidance Note 1 section 3.15) Location/Confirmation 17. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable) Annexure 25 18. Payment for the initial listing fee.17 Annexure 26 – EFT Receipt (Provided 15 November 2016) Refer to ASX Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/professionals/cost-listing.htm All entities – capital structure 19. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list; and (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements? Section 3.9 - Refresh Supplementary Prospectus Note: This applies whether the securities are quoted or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario. 20. For each class of securities referred to in the table mentioned in item 19, where in the Offer Document does it disclose the terms applicable to those securities? Section 13 Note: This applies whether the securities are quoted or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices and expiry dates. For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of redemption; and conversion terms (if applicable). 17 Payment can be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account: Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid. Page 7 No Item 21. If the entity has granted, or proposes to grant, any rights to any person, or to any class of persons (other than through the holding of securities referred to in the table mentioned in item 19), to participate in an issue of the entity’s securities, where in the Offer Document are details of those rights set out? Location/Confirmation N/A 22. Details of all issues of securities (in all classes) in the last 5 years and the consideration received by the entity for such issues Annexure 27 23. A copy of every prospectus, product disclosure statement or information memorandum issued by the entity in connection with any issue of securities (in all classes) in the last 5 years Annexures 5, 46, 47, 48 and 49 24. A copy of any court order in relation to a reorganisation of the entity’s capital in the last 5 years N/A 25. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (Listing Rule 2.1 Condition 2)? Section 2.1 26. If the entity has or proposes to have any options on issue, where in the Offer Document does it confirm that the exerc