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IONEER LTD Capital/Financing Update 2016

Sep 1, 2016

65129_rns_2016-09-01_60603e8f-7295-4892-a863-06a077191b05.pdf

Capital/Financing Update

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2 September 2016

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IMPORTANT NOTICE – EXPIRY OF GSCOA OPTIONS

Dear Option Holder

The $0.03 Listed Options issued by the Company are due to expire at 5.00pm Eastern Standard Time on 30 September 2016. In accordance with the terms and conditions of the option issue and the ASX Listing Rules, the Company is required to give you notice at least 20 business days before the expiry date.

In accordance with the ASX Listing Rules the Company advises as follows:

  1. The latest date for the exercise of the options and for payment of the exercise price is 30 September 2016;

  2. Each Option exercised will be converted into one fully paid ordinary share;

  3. The exercise price of the options is $0.03 per option;

  4. The consequence of non-payment of the exercise price is that the options will lapse;

  5. The latest available market sale price of the Company’s shares on ASX prior to the date of letter was $0.061 per Share on 1 September 2016;

  6. The highest and lowest market price of the underlying securities during the three months prior to 1 September 2016 are set out below:

    • i. Highest: $0.095 per Share on 20 July 2016;

    • ii. Lowest: $0.008 per Share on 1 June 2016;

  7. The last date of quotation of GSCO options on the Australian Securities Exchange will be Monday 26 September 2016.

Enclosed is a “ Notice of Exercise of Options Expiring 30 September 2016

To convert your GSCOA options into GSC shares, complete the overleaf Notice of Exercise form in full, sign it and send to the Company’s share registry. Payment can be made by BPAY using the Biller Code and Reference on the form, or by cheque made payable to Global Geoscience Limited and crossed “Not Negotiable”.

The Company’s share registry postal address is:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

If you have any queries in relation to the above please do not hesitate to contact Boardroom Limited on 1300 737 760 +61 2 9290 9600, or Global Geoscience Limited on +61 2 9922-5800

Global Geoscience Limited ABN 76 098 564 606 Application for Shares on Exercise of Options

Options exercisable at A$0.03 expiring at 5.00pm (Sydney Time) on 30 September 2016

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Number of Options Registered in your name:

To be completed by Optionholder:

Number of Options being exercised: Multiplied by Amount Paid: the exercise price of A$0.03

Payment may only be made by BPAY or cheque. Cash will not be accepted via the mail or at the Global Geoscience Limited Share Registry. Payments cannot be made at any bank. Please tick the relevant box below to confirm your method of payment.

Payment Option 1 – BPAY  (tick the relevant box)

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Biller Code: Ref:

Telephone & Internet Banking - BPAY®

Contact your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

® Registered to BPAY Ltd ABN 69 079 137 518

  • Please note that you cannot make a BPAY payment using a credit card

  • If paying by BPAY you must still return this exercise notice with your signature(s) below

  • The amount of your payment received in the account divided by the exercise price will be deemed to be the total number of options you are exercising

Payment Option 2 – Cheque (Record cheque details below)  (tick the relevant box)

DRAWER CHEQUE NO. BSB NO. ACCOUNT NO. AMOUNT $AUD
$
  • Only cheques or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted.

  • Your cheque or bank draft must be made payable to “Global Geoscience Limited and crossed “Not Negotiable” and should be attached to this form.

  • The amount of your payment received in the account, divided by the exercise price, will be deemed to be the total number of options you are exercising.

To the Directors of Global Geoscience Limited (‘ Company ’)

I/We being the registered holder(s) of Options each to acquire one Fully Paid Ordinary Share in the Company hereby give notice of the exercise of Options and attach hereto my/our cheque payable to “GLOBAL GEOSCIENCE LIMITED” in payment of such exercise.

I/We agree to my/our name/s being placed on the Register of Members in respect to the number of shares in the Company allotted and to be bound by the Constitution of the Company.

Please sign here:

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----- Start of picture text ----- Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)Sole Director & Company Secretary Director Director / Company SecretaryTelephone No. (Business Hours) ( ) Date----- End of picture text -----

Lodgement of Application

Global Geoscience Limited C/- Boardroom Pty Limited, GPO Box 3993, SYDNEY NSW 2001

Neither Boardroom Pty Limited nor the Company accepts any responsibility if you lodge this Application at any other address or by any other means.

Terms of Options Global Geoscience Limited

(a) The Company will maintain a register of holders of New Options in accordance with Section 168(1)(b) of the Corporations Act.

  • (b) A New Option may be transferred or transmitted in any manner approved by the ASX.

  • (c) A New Option may be exercised by delivery to the Company of a duly completed notice of exercise of New Options, signed by the registered holder of the New Option, together with payment to the Company of 3 cents per New Option being exercised and the relevant option certificate. A blank notice of exercise of New Options will be provided to Optionholders at the same time as New Option holding statements are despatched.

  • (d) A New Option may be exercised on any business day from the date of grant to 30 September 2016 (inclusive), but not thereafter.

(e) A notice of exercise of New Options is only effective when the Company has received the full amount of the exercise price in cash or cleared funds. (f) New Options do not carry any dividend entitlement until they are exercised. Shares issued on exercise of New Options rank equally with other issued Shares of the Company on and from this date.

  • (g) An Optionholder may only participate in new issues of securities to holders of ordinary shares in the Company if the option has been exercised and Shares allotted in respect of the New Option before the record date for determining entitlements to the issue. The Company must give at least 7 business days notice to Optionholders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

  • (h) If between the date of issue and the date of exercise of an New Option the Company makes one or more rights issues (being a pro rata issue of ordinary shares in the capital of the Company that is not a bonus issue), the exercise price of options on issue will be reduced in respect of each rights issue according to the following formula:

NE = OE – E [P – (S + D)]

(N + 1)

where:

NE is the new exercise price of the New Option;

OE is the old exercise price of the New Option;

E is the number of underlying ordinary shares into which one New Option is exercisable;

P is the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stock market of the ASX during the 5 trading days ending on the day before the ex rights date or ex entitlements date (excluding special crossings and overnight sales);

S is the subscription price for an ordinary share under the rights issue;

D is the dividend due but not yet paid on each ordinary share at the relevant time; and

N is the number of ordinary shares that must be held to entitle holders to receive a new ordinary share in the rights issue.

If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the New Option is exercisable will be increased by the number of ordinary shares which the holder of the New Option would have received if the New Option had been exercised before the record date for the bonus issue.

(i) Any adjustment to the number of Outstanding New Options and the Exercise Price under a re-organisation of the Company’s share capital must be made in accordance with the Listing Rules.

(j) The Company must make application for quotation of shares issued on exercise of the New Options on the ASX in accordance with the Listing Rules. Shares so issued will rank equally with other issued ordinary shares of the Company.

(k) The rights of an Optionholder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.