Appendix 3B

Name of entity

Carpentaria Exploration Limited

ABN

63 095 117 981

1

+Class of +securities issued or to be issued

Fully paid ordinary shares ("Ordinary Shares")

2

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

8,162,862 Ordinary Shares by way of placement of shortfall pursuant to a non- renounceable entitlement and retail offer ("New Shares"), as described in the ASX Announcement lodged with ASX on 12 September 2016 ("Offer").

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)

The New Shares were issued by way of placement of shortfall under the Offer, on the terms set out in the Prospectus dated 14 September 2016, and lodged with ASX and ASIC on the same day ("Prospectus").

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

Yes, the New Shares rank equally with existing Ordinary Shares from the date of allotment.

5

Issue price or consideration

$0.049 per share

6

Purpose of the issue

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

The proceeds will be applied by CAP towards the following:

1. Resource upgrade drilling

2. Completion of the Hawsons Iron Ore Project Prefeasibility Study

3. Product marketing

4. Corporate development

5. Working capital

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

No.

6b

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

Not Applicable

6c

Number of +securities issued

without security holder approval under rule 7.1

Not Applicable

6d

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

Not Applicable

6e

Number of +securities issued with security holder approval

under rule 7.3, or another specific security holder approval (specify date of meeting)

Not Applicable

6f

Number of +securities issued under an exception in rule 7.2

Not Applicable

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

Not Applicable

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

Not Applicable

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.

Wednesday 16 November 2016

Number

+Class

8

Number and +class of all

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

164,596,892

Ordinary fully paid shares

Number

+Class

Nil.

Not Applicable

11

Is security holder approval required?

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 to determine entitlements

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 of acceptances or renunciations