Appendix 3B

Name of entity Poseidon Nickel Limited

ACN 060 525 206

1

+Class of +securities issued or to be issued

Unlisted Performance Rights; Shares;

Unlisted Incentive Rights

2

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

4,411,221;

15,246,657;

11,614,021

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)

Unlisted Performance Rights

Each Right converts to one (1) fully paid Ordinary Share and are immediately exercisable.

These Performance Rights are not subject to performance hurdles or forfeiture conditions.

The Rights have been issued pursuant to Shareholder approval received at the 2016 Annual General Meeting held on 12 October 2016.

SharesFully paid

Unlisted Incentive Rights

Each Rights converts to one (1) fully paid Ordinary Share subject to the meeting or exceeding a number of performance hurdles including stretch targets, which will be measured over the short term, being generally

12 months (Short Term Incentive Rights) and others over the longer term, being generally 3 years (Long Term Incentive Rights).

Both the Short Term Incentive Rights and Long Term Incentive Rights have a term of seven (7) years from the date of issue.

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 Performance Rights

The Unlisted Performance Rights rank equally with the existing unlisted class of Performance Rights.

Upon vesting of the Rights and conversion to fully paid Ordinary Shares, the Issued Shares will rank equally in all respects with an existing class of quoted Securities.

Shares

Rank equally with the existing class if listed shares on issue.

Unlisted Incentive Rights

The Unlisted Incentive Rights rank equally with the existing unlisted class of Incentive Rights.

Neither of the Rights entitle the holders to participate in dividends.

5

Issue price or consideration

1,194,735 Performance Rights

Deemed issue price of $0.0611 being the VWAP for the September 2016 quarter

424,778 Performance Rights

• Deemed issue price of $0.0408 being the VWAP for the 59 days from 1 February to 31 March 2016 for 199,689 Rights; and

• Deemed issue price of $0.0595 being the VWAP for the June 2016 quarter for 225,089 Rights

1,872,079 Performance Rights

Deemed issue prices being the VWAP for the months of January to June 2016 as detailed in part (b) of Resolution 7 of the 2016 Notice of Annual General Meeting.

919,629 Performance Rights

Deemed issue prices being the VWAP for the months of July to September 2016 ($0.0624, $0.0672 and

$0.0560)

15,000,000 Shares

$0.052 being the five (5) day VWAP up to and including 20 October 2016.

246,657 SharesNil consideration

11,614,021 Unlisted Incentive Rights

Nil, issued as part of the Company's remuneration structure to senior employees.

6

Purpose of the issue

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

1,194,735 Unlisted Performance Rights

Issued under the terms of the Director Fees Performance Rights Plan in lieu of the September 2016 quarter Director Fees as approved by Shareholders on 12 October 2016.

424,778 Unlisted Performance Rights

Issue of Performance Rights in lieu of Director Fees to Mr David Singleton from 1 February to 30 June 2016 for Non-Executive Director services following his resignation as CEO and Managing Director as at 31 January 2016, as approved by Shareholders on 12 October 2016.

1,872,079 Unlisted Performance Rights

Issue of Performance Rights under the Director Fees Performance Rights Plan to Mr Christopher Indermaur in satisfaction of Fees for additional part time duties in the absence of a CEO for the financial year ending 30 June 2016, as approved by Shareholders on 12 October 2016.

919,629 Unlisted Performance Rights

Issue of Performance Rights under the Director Fees Performance Rights Plan to Mr Christopher Indermaur in satisfaction of Fees for additional part time duties in the absence of a CEO for July to September 2016 quarter as approved by Shareholders on 12 October 2016.

15,000,000 Shares

Placement of Shares to professional and sophisticated investor clients of Pershing Australia Nominees Pty Ltd.

Funds raised will be applied to working capital and progressing lithium exploration activities.

246,657 Shares

Exercise of Short Term Incentive Rights by senior employee pursuant to the terms of Poseidon Nickel Limited Incentive Performance Rights Plan.

11,614,021 Unlisted Incentive Rights

Issued under the terms of the Incentive Rights Plan to eligible participants as part of their annual total variable remuneration to align invited employees' interests with those of shareholders and the generation of long term sustainable value.

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

12 October 2016 Annual General Meeting

6c

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

15,000,000 Shares

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)

Unlisted Performance Rights

4,411,221 (at the 12th October 2016 AGM)

Unlisted Incentive Rights

11,614,021 (26 November 2015 AGM)

6f

Number of securities issued under an exception in rule 7.2

246,657 Shares

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.

Not Applicable

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

Remaining Issue Capacity under rule 7.1104,974,132

Remaining Issue Capacity under rule 7.1A82,996,722

7

Issue dates

19, 20 and 21 October 2016

Number

+Class

8

Number and +class of all +securities

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

849,488,170

Ordinary fully paid Shares

9

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

4,250,000

23 November 2016 Unlisted Options exercisable at 22 cents

277,421,093

30 September 2020 USD$17.5 Unsecured Note convertible at $0.09

6,764,464

Unlisted Director Performance Rights

314,026

2,026,759

5,978,776

5,635,245

16 December 2022 Short Term Incentive Rights

16 December 2022 Long Term Incentive Rights

21 October 2023 Short Term Incentive Rights

21 October 2023 Long Term Incentive Rights