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Appendix 3B

RNS Announcement

RNS Number : 1254V

Oilex Ltd

10 December 2013

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Revised 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

OILEX LTD

ABN

50 078 652 632

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	Unlisted Options

2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	3,000,000 Unlisted Options

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)	3,000,000 Unlisted Options with an exercise price of $0.15 expiring on 5 December 2016

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		Unlisted Options will not rank equally. Shares issued upon exercise of options will rank equally with existing ordinary shares

5	Issue price or consideration		$0.15 per share

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		Issue of unlisted options to Darwin Strategic Limited in conjunction with the securing of a three year equity financing facility in the United Kingdom.

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		11 November 2013

6c	Number of ⁺securities issued without security holder approval under rule 7.1		3,000,000

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 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		7.1 - 45,916,894 7.1A - 42,277,929

7		⁺Issue dates Notes: 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.		5 December 2013 - Unlisted Options

8		Number and +class of all +securities quoted on ASX (including the ⁺securities in section 2 if applicable)		Number	⁺Class
				422,779,299 185,892,511	Fully Paid Ordinary Shares Options exercisable at $0.15 each by 07/09/2015

9		Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)		Number	+Class
				4,150,000 8,737,500 75,000 3,000,000 1,000,000 1,000,000 5,000,000 750,000 750,000 2,000,000 2,000,000 2,000,000 3,000,000	$0.30 Options due 01/07/2014 $0.37 Options due 10/11/2014 $0.63 Options due 01/08/2015 $0.15 Options due17/12/2015 $0.15 Options due 30/01/2016 $0.25 Options due 30/01/2017 $0.25 Options due 08/03/2016 $0.15 Options due 27/06/2016 $0.25 Options due 27/06/2017 $0.15 Options due 04/11/2016 $0.15 Options due 11/11/2016 $0.25 Options due 11/11/2017 $0.15 Options due 05/12/2016

10		Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)		Not applicable

Part 2 ‑ Pro rata issue

11	Is security holder approval required?		Not applicable

12	Is the issue renounceable or non-renounceable?

13	Ratio in which the +securities will be offered

14	+Class of +securities to which the offer relates

15	+Record date to determine entitlements

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

17	Policy for deciding entitlements in relation to fractions

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.

19	Closing date for receipt of acceptances or renunciations

20	Names of any underwriters

21	Amount of any underwriting fee or commission

22	Names of any brokers to the issue

23	Fee or commission payable to the broker to the issue

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

	25	If the issue is contingent on security holders' approval, the date of the meeting

	26	Date entitlement and acceptance form and offer documents will be sent to persons entitled

	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

	28	Date rights trading will begin (if applicable)

	29	Date rights trading will end (if applicable)

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

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

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

	33	+Issue date

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)	o		⁺Securities described in Part 1

	(b)	o		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				Not applicable

39	+Class of +securities for which quotation is sought

40	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

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)

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

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.

Robert Ierace

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	354,676,843
Add the following: • Number of fully paid ⁺ordinary securities issued in that 12 month period under an exception in rule 7.2	2,565 (issued 28/12/2012) 49,757 (issued 18/01/2013) 19,576 (issued 18/02/2013) 24,689 (issued 27/03/2013) 3,267 (issued 08/04/2013) 1,802 (issued 15/05/2013) 800 (issued 12/11/2013)
· Number of fully paid ⁺ordinary securities issued in that 12 month period with shareholder approval	38,000,000 (issued 06/09/2013) 30,000,000 (issued 06/11/2013)
• Number of partly paid ⁺ordinary securities that became fully paid in that 12 month period	Nil
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	Nil
"A"	422,779,299

Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	63,416,894
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: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 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	6,000,000 options(issued 20/12/2012) 2,000,000 options (issued 22/02/2013) 5,000,000 options (issued 08/03/2013) 1,500,000 options (issued 26/06/2013) 3,000,000 (issued 05/12/2013)
"C"	17,500,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15 Note: number must be same as shown in Step 2	63,416,894
Subtract "C" Note: number must be same as shown in Step 3	17,500,000
Total ["A" x 0.15] - "C"	45,916,894 [Note: this is the remaining placement capacity under rule 7.1]

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" Note: number must be same as shown in Step 1 of Part 1	422,779,299
Step 2: Calculate 10% of "A"
"D"	0.10 Note: this value cannot be changed
Multiply "A" by 0.10	42,277,929
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 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"	-

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10 Note: number must be same as shown in Step 2	42,277,929
Subtract "E" Note: number must be same as shown in Step 3	-
Total ["A" x 0.10] - "E"	42,277,929 Note: this is the remaining placement capacity under rule 7.1A

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RNS metadata

Title: Appendix 3B
Time: 07:00:04
Date: 10 Dec 2013
Category: Miscellaneous
ID: 1254V