Pantoro : Appendix 3B New Issue Announcement

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Name of entity

PANTORO LIMITED

ABN

30 003 207 467

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).

Unlisted Employee Options.

1 +Class of +securities issued or to be issued

3,350,000 Employee Options.

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

2. 1,675,000 Unlisted Employee Options - expiry date 23/12/2019, exercise price $0.19 (12 month continuous service vesting condition).

3. 1,675,000 Unlisted Employee Options - expiry date 23/12/2019, exercise price $0.20 (24 month continuous service vesting condition).

4. 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)

   + See chapter 19 for defined terms.

   01/08/2012 Appendix 3B Page 1

   The Unlisted Employee Options will only rank equally upon the payment of the exercise price and their conversion into Fully Paid Ordinary Shares.

5. 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

     Nil.

6. Issue price or consideration

   Issued under the company's long term incentive plan as adopted on 25 November 2014 and amended and approved by the company's shareholders on 29 November 2016.

7. Purpose of the issue

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

   Yes.

   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

   29 November 2016.

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

   N/A.

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

   N/A.

   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)

   3,350,000 Options (Exception 9).

   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

   Rule 7.1: 74,564,936.

   Rule 7.1A: 64,154,406.

   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

   23 December 2016.

8. Dates of entering +securities into uncertificated holdings or despatch of certificates

   Number	+Class
   743,044,076	Fully paid ordinary
   shares.
   34,543,938	Listed options
   	exercisable at $0.06 on
   	or before 25/08/2017.

9. Number and +class of all

   +securities quoted on ASX (including the securities in section 2 if applicable)

   + See chapter 19 for defined terms.

   01/08/2012 Appendix 3B Page 3

   Number	+Class
   1,500,000	Unlisted options,
   exercisable at $0.06
   on or before
   17/03/2018.
   5,333,334	Unlisted options,
   exercisable at $0.06
   on or before
   26/05/2018.
   1,666,667	Unlisted options,
   exercisable at $0.06
   on or before
   7/07/2018.
   18,850,000	Unlisted employee
   options, various
   conversions and
   dates.
   5,000,000	Unlisted employee
   	performance rights.

10. Number and +class of all

    +securities not quoted on ASX (including the securities in section 2 if applicable)

    The Company does not have a dividend policy.

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

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) Securities described in Part 1

(b) 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