market release for personal use only

MARKET RELEASE

2 July 2014

Windimurra Vanadium Limited

PRE-REINSTATEMENT DISCLOSURE

The securities of Windimurra Vanadium Limited (the “Company”) will be reinstated to official quotation at the commencement of trading on 4 July 2014. The following information is provided as pre-reinstatement disclosure 1. Top 20 Holders. 2. Distribution Schedule. 3. Capital Structure. 4. Consolidated Activities Report 5. Update on Mining Lease M58/272 6. Pro forma Balance Sheet 7. Expenditure Budget 8. Corporate Governance Statement 9. Compliance Statement Security Code: WVL James Rowe Manager, Listings Compliance (Perth)

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CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD *** T O P 2 0 H O L D E R S *** (RSP520:18.29:260514)

WINDIMURRA VANADIUM LIMITED/WVL RUN NUMBER 4160 26/05/2014 A.C.N. 009 131 533 PAGE : 1

CLASS: ORD/ORDINARY FULLY PAID SHARES

HOLDER NO NAME AND ADDRESS UNITS % I/C RANK

NEFCO NOMINEES PTY LTD 61,043,528 15.29 1

IML HOLDINGS PTY LTD 40,000,000 10.02 2

AEGEAN CAPITAL PTY LTD 20,000,000 5.01 3

<THE SPARTACUS A/C>

MR JASON PETERSON & 20,000,000 5.01 4

MRS LISA PETERSON

<J&L PETERSON S/F A/C>

TRIDENT CAPITAL PTY LTD 20,000,000 5.01 5

KING GEORGE V NOMINEES LTD 15,000,000 3.76 6

AGENS PTY LTD 10,000,000 2.50 7

<THE MARK COLLINS FAMILY A/C>

BELL POTTER NOMINEES LTD 10,000,000 2.50 8

<BB NOMINEES A/C>

CELTIC CAPITAL PTY LTD 9,856,472 2.47 9

<THE CELTIC CAPITAL A/C>

PAUL BATE 6,000,000 1.50 10

CITIBANK NOMINEES PTY LTD 6,000,000 1.50 11

26TH FLOOR

HILLBROW INVESTMENTS LIMITED 6,000,000 1.50 12

HSBC CUSTODY NOMINEES 6,000,000 1.50 13

(AUSTRALIA) LIMITED - A/C 2

GEORGE ROBINSON 6,000,000 1.50 14

MRS JENNY MARY BAGULEY & 5,000,000 1.25 15

MR JOHN RICHARD BAGULEY

<BAGULEY FAMILY S/F A/C>

BANSKIN PTY LTD 5,000,000 1.25 16

<DE NICOLA FAMILY A/C>

MR BIN LIU 5,000,000 1.25 17

LIAN HOCK TEO 5,000,000 1.25 18

MR JOHN ROBERT TYRRELL & 5,000,000 1.25 19

MS CLAIRE KATHERINE TYRRELL

<THE TYRRELL SUPER FUND A/C>

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CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD *** T O P 2 0 H O L D E R S *** (RSP520:18.29:260514)


CLASS: ORD/ORDINARY FULLY PAID SHARES

HOLDER NO NAME AND ADDRESS UNITS % I/C RANK

MR SALMAN NASSER AL-RASHID 4,000,000 1.00 20

*** REPORT TOTAL *** 264,900,000 66.34

*** REMAINDER *** 134,384,366 33.66

-----------------------

*** GRAND TOTAL *** 399,284,366 100.00

=======================

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TOTAL CURRENT HOLDERS MEETING CRITERIA FOR THIS REPORT: 2342

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CRP/COMPUTERSHARE INVESTOR SERVICES PTY LTD *** Range Of Units Summary *** (RSP510:18.30:260514)


1 1001 5001 10001 100001 * TOTAL *

to to to to to

1000 5000 10000 100000 (MAX)

ORD /ORDINARY FULLY PAID SHARES

Holders

Issuer 1485 600 86 50 80 2301

Chess 41 41

Total 1485 600 86 50 121 2342

Units

Issuer 536366 1284905 604194 1396428 267406001 271227894

Chess 128056472 128056472

Total 536366 1284905 604194 1396428 395462473 399284366

TOTAL HOLDERS FOR CLASSES SELECTED 2342

TOTAL UNITS FOR CLASSES SELECTED 399284366

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Windumurra Vanadium Limited ABN 65 009 131 533

Level 24, 44 St Georges Terrace, Perth, Western Australia, 6000 Tel: 08 6211 5099 Fax: 08 9218 8875

WINDIMURRA VANADIUM LIMITED

CAPITAL STRUCTURE

Number of Shares

Shares on issue at date of Prospectus 19,284,366

Shares issued under Public Offer 250,000,000

Shares issued under Conversion Offer 100,000,000

Shares issued under Strategic Offer 30,000,000

Total 399,284,366

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CONSOLIDATED ACTIVITIES REPORT

The Company’s business model is to enhance Shareholder wealth by undertaking exploration work programmes on mineral projects it holds or intends to acquire an interest in, while continuing to evaluate additional exploration projects both within Australia and overseas. These projects may be in commodities other than vanadium and mineral sands.

The Company currently has interests in the following 2 projects which it intends to explore and evaluate in line with its business model:

Windimurra Project

The Company has retained its 100% interest in the Western Australian mining lease M58/272 (Windimurra Tenement) located in the Murchison Goldfield in Western Australia.

Upon ASX Reinstatement, the Company will deploy a suitable management team to explore and potentially develop the Windimurra Tenement. The management team will also investigate the value of the Windimurra Tenement in light of its proximity to the vanadium mine (Windimurra

Vanadium Mine) currently owned by Atlantic Limited. The Directors note, however, that a significant fire occurred at the Windimurra Vanadium Mine in February 2014 and it is understood that it may take approximately 9 months for the plant to be re-built.

The geological features upon which the Windimurra Vanadium Mine is located extend into the Windimurra Tenement. As a result of its strategic location, the Company intends to conduct exploration activities on the Windimurra Tenement with a view to determining whether or not an economic resource exists. In the event that an economic resource is defined on the Windimurra Tenement, the Company will consider the possibility of processing the ore at the Windimurra Vanadium Mine or selling the ore to the owners of the Windimurra Vanadium Mine on a mine gate sale basis.

Sri Lankan Project

The Company has entered into an option agreement (Option Agreement) with Cuprum Holdings Limited (Cuprum) under which Cuprum has granted the Company the sole and exclusive option to acquire 100% of the issued capital of Srinel Holdings Limited (Srinel). Srinel is an unlisted company registered in Mauritius which owns 13 mining tenements prospective for heavy mineral sands in Sri Lanka (Sri Lankan Project).

Following ASX Reinstatement, the Company intends to continue its due diligence investigations into the Sri Lankan Project. If the Company is satisfied with its findings, the Company will seek the approval of Shareholders and regulatory authorities to exercise the Call Option. The Company has been advised by ASX that, prior to exercising the Call Option, the Company is required to re-comply with Chapters 1 and 2 of the Listing Rules as if it were applying for admission to the Official List of ASX. Whilst the Company is proceeding on the basis that re-compliance is required, it intends to re-confirm ASX’s position on this requirement closer to the time of any proposed exercise of the Call Option.

The Sri Lankan Project spans approximately 14% of Sri Lanka’s entire coastline. Previous auger drilling has been conducted on parts of the Sri Lankan Project which has identified the existence of heavy mineral enrichment and the potential for high grade mineral sands resources. There is potential for the auger drilling to enable a JORC resource calculation and, therefore, it is expected that limited further exploration is required to achieve this outcome.

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Level 24,44 St Georges Tce, Perth WA 6000 Tel: 08 6211 5099 Fax: 08 9218 8875

UPDATE ON MINING LEASE M58/272

Windimurra Vanadium Limited (Company) is pleased to advise that on 22 May 2014, Western Australian mining lease M58/272 (Windimurra Tenement) was granted to the Company. For the purposes of obtaining the grant of the Windimurra Tenement, the Company confirms that it paid the amount of $300,000 to the Badimia People in exchange for the executed State Deed as contemplated in Section 6.2(b) of the Company’s Prospectus dated 4 April 2014.

Overview of the Windimurra Tenement

The Windimurra Tenement covers an area of 6.7 square kilometres and is located 80 kilometres east-southeast of Mount Magnet along the Youanmi to Mount Magnet Road in the Murchison Goldfield in Western Australia. The Windimurra Tenement shares three boundaries with Midwest Vanadium Pty Ltd’s tenement, M58/178, which is the source of ore for the Windimurra vanadium mine currently owned by Atlantic Limited (Windimurra

Vanadium Mine). The Directors note, however, that a significant fire occurred at the Windimurra Vanadium Mine in February 2014 and it is understood that it may take approximately 9 months for the plant to be re-built.

The Windimurra complex is a bowl-shaped, ultramafic to gabbroic intrusion approximately 85 kilometres long (north to south) and 35 kilometres wide (east to west). The complex is cut by a sill-like feature known as the Shepherds Discordant Zone (SDZ) which is approximately 600 metres thick, dips 45 degrees west and extends over a strike length of 45 kilometres. The SDZ hosts approximately 50 laterally-continuous bands of vanadiferous and titaniferous magnetite 0.02 to 2.0 metres thick of which the main ore zone is the 80 metre thick basal-interval.

The vanadiferous and titaniferous prospective portion of the SDZ commences 1.5 kilometres along the strike from the Windimurra Vanadium Mine and extends for 600 metres in length however it has yet to be drill tested.

The geological features upon which the Windimurra Vanadium Mine is located extend into the Windimurra Tenement. As a result of its strategic location, the Directors believe that it is in the Company’s interests to conduct exploration activities on the Windimurra Tenement with a view to determining whether or not an economic resource exists. In the event that an economic resource is defined on the Windimurra Tenement, the Company will consider the possibility of processing the ore at the Windimurra Vanadium Mine and/or selling the ore to the owners of the Windimurra Vanadium Mine on a mine gate sale basis.

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1

WINDIMURRA VANADIUM LIMITED PRO FORMA BALANCE SHEET

Statement of Financial Position

Audited 31 December 2013

(a) $

Unaudited Pro Forma as at date of listing (b)

$ Current Assets

Cash and Cash Equivalents 9,690 1,394,730

Prepayment 36,480 36,480

Total Current Assets 46,170 1,431,210

Non-Current Assets

Exploration and Evaluation Expenditure - 892,241

Total Non-Current Assets - 892,241

Total Assets 46,170 2,323,451

Current Liabilities

Trade Payables 652,083 35,396 Convertible Notes 500,000 250,000

Total Current Liabilities 1,152,083 285,396

Non Current Liabilities

Total Non-Current Liabilities - -

Total Liabilities 1,152,083 285,396

Net Assets (1,105,913) 2,038,055

Equity

Issued Capital (net of issue costs) - 3,048,702 Retained Earnings (1,105,913) (1,105,913) Current Year Earnings - 95,266

Total Equity (1,105,193) 2,038,055

(a) Sourced from the Audited 31 December 2013 Condensed Interim Report of Windimurra Vanadium Limited.

(b) The Unaudited Pro Forma Statement of Financial Position has been prepared assuming full subscription raising $2.5 million.

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WINDIMURRA VANADIUM LIMITED

EXPENDITURE BUDGET

The Company has raised $2,500,000 pursuant to the Public Offer. The Company intends to apply

the funds raised under the Public Offer as follows (exclusive of any GST payable):

Expenditure plans Year 1 Year 2 Total

Assuming the Company exercises the Call Option1

Payments to the Claimant Group in

accordance with the Deferred Mining

Agreement

$300,000 $50,000 $350,000

Payments to the Deed Administrators in

accordance with the DOCA $480,000 - $480,000

Exploration on and evaluation of the

Windimurra Tenement $150,000 $150,000 $300,000

Due diligence on the Srinel Shares and the

Sri Lankan Project $50,000 - $50,000

Exploration on the Sri Lankan Project $150,000 $200,000 $350,000

Repayment of the Third Note $250,000 - $250,000

Remaining expenses of the Offers and the

Recapitalisation Proposal2 $340,000 - $340,000

General working capital $200,000 $180,000 $380,000

Total funds utilised $1,920,000 $580,000 $2,500,000

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Assuming the Company does not exercise the Call Option1

Payments to the Claimant Group in

accordance with the Deferred Mining

Agreement

$300,000 $50,000 $350,000

Payments to the Deed Administrators in

accordance with the DOCA $480,000 - $480,000

Exploration on and evaluation of the

Windimurra Tenement $150,000 $150,000 $300,000

Due diligence on the Srinel Shares and the

Sri Lankan Project $50,000 - $50,000

Review and evaluation of new projects and

assets $150,000 $200,000 $350,000

Repayment of the Third Note $250,000 - $250,000

Remaining expenses of the Offers and the

Recapitalisation Proposal2 $340,000 - $340,000

General working capital $200,000 $180,000 $380,000

Total funds utilised $1,920,000 $580,000 $2,500,000

Notes:

1. Further information on the Option Agreement between the Company and Cuprum Holdings Limited in relation to the Call Option to acquire the Srinel Shares granted by Cuprum in favour of the Company is contained the Company’s Prospectus dated 4 April 2014.

2. Total expenses of the Offers including all aspects of the Recapitalisation Proposal (excluding GST) are approximately $585,000 (as set out in Company’s Prospectus dated 4 April 2014). However, of this amount, approximately $240,000 has already been paid by the Company, leaving the Company ith approximately $345,000 (plus any GST) to pay on expenses using the funds raised under the Public Offer.

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CORPORATE GOVERNANCE STATEMENT

In fulfilling its obligations and responsibilities to its various stakeholders, the Board of the

Windimurra Vanadium Limited (Company) is a strong advocate of corporate governance. The Board

has adopted corporate governance policies and practices consistent with the ASX Corporate

Governance Council’s Corporate Governance Principles and Recommendations (Second Edition)

where considered appropriate for a company of the Company’s size and nature.

Principal

No.

Recommendation Compliance Reason for Non-

compliance

1. Lay a solid foundation for management and oversight

1.1 Establish the functions

reserved to the Board

and those delegated to

senior executives and

disclose those functions.

The Board has established

and adopted a formal

Board Charter setting out

the responsibilities of the

Board.

N/A

1.2 Disclose the process for

evaluating the

performance of senior

executives.

The Board also established

a Nomination and

Remuneration Committee

Charter which, among

other functions, guides the

Board in its evaluation of

the performance of service

executives and encourages

an appropriate mix of

skills, experience,

expertise and diversity on

the Board.

The Board will meet

annually to review the

performance of

executives. The senior

executives’ performance is

assessed against the

performance of the

Company as a whole.

The Board has adopted a

board performance

evaluation policy. This

policy is to ensure the

Executive Director and key

executives execute the

Company’s strategy

through the efficient and

N/A

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Principal

No.


compliance

effective implementation

of the business objectives.

1.3 Provide the information

indicated in the Guide to

reporting on Principal 1.

The information will be

disclosed in the Annual

Report.

N/A

2. Structure the Board to add value

2.1 A majority of the Board

should be independent of

Directors.

The Board has considered

the guidance to Principle

2: Structure the Board to

Add Value and in

particular, Box 2.1, which

contains a list of

“relationships affecting

independent status”.

Currently the Board is

structured as follows:

- Paul Price (Non-

executive Chairman);

- KC Ong (Non-executive

Director); and

- Paula Cowan (Non-

executive Director).

The Board seeks to

nominate persons for

appointment to the Board

who have the qualification,

experience and skills to

augment the capabilities of

the Board.

Given the size and nature

of the Company, the Board

considers the composition

of the Board is appropriate

at this stage.

2.2 The chair should be an

independent Director.

The current Chairman is

not independent.



considers the composition

of the Board is appropriate

at this stage.

2.3 The roles of Chair and

Chief Executive Officer

should not be exercised

by the same individual.

The Company’s Chairman

and Chief Executive Officer

is not the same person.

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Principal

No.


compliance

2.4 The Board should

establish a Nomination

Committee.

The Company currently

does not have a separate

Nomination Committee.

However, the Company

has adopted a

Remuneration and

Nomination Committee

Charter. The roles and

responsibilities of a


are currently undertaken

by the full Board.



considers it is appropriate

for the role of the

Nomination Committee to

be performed by the

Board at this stage.

2.5 Companies should

disclose the process for

evaluating the

performance of the

Board, its committees

and individual Directors.

The performance

evaluation of Board

members occurs by way

of:

- the Chairperson

meeting with each

non-executive director

separately to discuss

individual performance

and ideas for

improvement; and

- the Board as a whole

discussing and

analysing its own

performance during

the year including

suggestions for change

and improvement.

N/A

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reporting on Principle 2.

The skills, experience and

expertise relevant to the

position held by each

Director will be disclosed

in the Directors’ Report

which forms part of the

Annual Report.

The period of office held

by each Director will be

disclosed in the Directors’

Report which forms part of

the Annual Report.

N/A

3. Promote ethical and responsible decision making

3.1 Establish a code of

conduct and disclose the

code for a summary of

the code as to:

• the practice

necessary to

maintain confidence

in the Company’s

integrity;

• the practices

necessary to take

into account their

legal obligations and

the reasonable

expectations of their

stakeholders; and

• the responsibility and

accountability of

individuals for

reporting and

investigating reports

of unethical

practices.

The Company has adopted

a Code of Conduct.

N/A

3.2 Establish a policy

concerning diversity and

disclose the policy or a

summary of that policy.

The policy should include

requirements for the

Board to establish

measurably objectives for

achieving gender


a Diversity Policy.

N/A

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diversity for the Board to

assess annually both the

objectives and the

progress in achieving

them.

3.3 Disclose in each annual

report the measurable

objectives for achieving

gender diversity set by

the Board in accordance

with the Diversity Policy.



Report.

N/A

3.4 Disclose in each annual

report the proportion of

women employees in the

whole organization,

women in senior

positions and women on

the Board.



Report.

N/A

3.5 Provide information





Report.

N/A

4. Safeguard integrity in financial reporting


establish an Audit

Committee.



Audit Committee. The

roles and responsibilities

of an Audit Committee are

currently undertaken by

the full Board.




for the role of the Audit

Committee to be

performed by the Board at

this stage.

4.2 The Audit Committee

should be structured so

that it:

• consists only of Non-

Executive Directors;

• consists of a majority

of independent

Directors;

• is chaired by an

independent chair,

who is not chair of

the Board;

• has at least three

members.

The roles and

responsibilities of an Audit

Committee are currently

undertaken by the full

Board.




for the role of the Audit

Committee to be

performed by the Board at

this stage.

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4.3 The Audit Committee

should have a formal

charter.


a formal Audit Committee

charter.

N/A


in the Guide to reporting

on Principle 4.

The Audit Committee will

meet twice in each year to

review the audited annual

and half yearly financial

statements and any

reports which accompany

published financial

statements before

submission to the Board,

recommending their

approval.

N/A

5. Make timely and balanced decisions

5.1 Establish written policies

and procedures designed

to ensure compliance

with ASX Listing Rules

disclosure requirements

and to ensure

accountability at a senior

executive level for that

compliance and disclose

those policies or a

summary of those

policies.


a Continuous Disclosure

Policy.

N/A






Report.

N/A

6. Respect the rights of shareholders

6.1 Design a communications

policy for promoting

effective communication

with shareholders and

encouraging their

participation at general

meetings and disclose

that policy or a summary

of that policy.


a Shareholder

Communications Policy.

N/A





N/A

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Report.

7. Recognise and manage risk

7.1 Establish policies for the

oversight and

management of material

business risk and disclose

a summary of those

policies.


a Risk Management Policy.

This policy outlines the key

material risks faced by the

Company as identified by

the Board.

N/A

7.2 The Board should require

management to design

and implement the risk

management and

internal control system to

manage the Company’s

material business risks

and report to it on

whether those risks are

being managed

effectively. The Board

should disclose that

management has

reported to it as to the

effectiveness of the

Company’s management

of its material business

risks.

The Chief Executive Officer

report monthly to the

board on the areas they

are responsible for,

including material business

risks and provide an

annual written report to

the Board summarising the

effectiveness of the

Company’s management

of material business risks.

N/A


disclose whether it has

received assurance from

the Chief Executive

Officer (or equivalent)

and the Chief Financial

Officer (or equivalent)

that the declaration

provided in accordance

with section 295A of the

Corporations Act is

founded on a sound

system of risk

management and

internal control and that

the system is operating

effectively in all material

respects in relation to

financial reporting risks.

The Board will receive

assurance in the form of a

declaration from the Chief

Executive Officer as

required by the

Corporations Act.

N/A

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provide the information





Report.

N/A

8. Remunerate fairly and responsibly


establish a Remuneration

Committee.



Remuneration Committee.

However, the Company

has adopted a

Remuneration and


Charter. The roles and




by the full Board


of the Company’s

operations, the Board


for the role of the


to be performed by the


8.2 The Remuneration

Committee should be

structured so that it:

• consists of a

majority of

independent

Directors;

• is chaired by an

independent

Director; and

• has at least 3

members.

The roles and




by the full Board.




for the role of the


to be performed by the


8.3 Companies should clearly

distinguish the structure

of Non-Executive

Directors’ remuneration

from that of Executive

Directors and senior

executives.

The structure of non-

executive Directors’

remuneration is clearly

distinguished from that of

Executive Directors and

senior executives, as

described in the Directors’

Report which forms part of

this Annual Report.

N/A


provide the information





Report.

N/A

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Level 24,44 St Georges Tce, Perth WA 6000 Tel: 08 6211 5099 Fax: 08 9218 8875

2 July 2014

Company Announcements Office

Australian Securities Exchange

10th

Floor

20 Bond Street

SYDNEY NSW 2000

Dear Sir

COMPLIANCE WITH ASX LISTING RULES

We confirm that Windimurra Vanadium Limited is in compliance with the Listing Rules, and in

particular Listing Rule 3.1.

Yours faithfully

Nicki Farley

Company Secretary

Windimurra Vanadium Limited

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