Variscan Mines : Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Variscan Mines Limited

ABN 16 003 254 395

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

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

  31,626,710

• 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)

• 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

• 5 Issue price or consideration

  YesThe shares were issued at a value of $0.006 (0.6 cents) in satisfaction of Directors' fees of $189,760

• 6 Purpose of the issue

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

  Satisfaction of fees payable to Directors and former Directors

• 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

• 6b The date the security holder resolution under rule 7.1A was passed

  5 November 2018

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

  Nil

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

Nil

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

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

  Nil

• 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 +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.

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

22 November 2018

Number	Class
1,271,073,585 593,384,943	Ordinary Shares Options to acquire Ordinary Shares ($.0008 on or before 31 May 21)

• 9 Number and class of all securities not quoted on ASX (including the securities in section 2 if applicable)

  Number	Class
  8,700,000 3,750,000 10,000,000 10,000,000	3 December 2018 Directors Options - exercise price 5 cents 3 December 2018 Options - Employee Share Option Plan - exercise price 5 cents Options exercisable at 3 cents each expiring on 20 November 2021. Options exercisable at 5 cents each expiring on 20 November 2022.

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

• 11 Is security required?

  holderapproval

• 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 entitlementsto

  determine

• 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 offer 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 acceptances or renunciationsof

• 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?