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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity Poseidon Nickel Limited

ACN 060 525 206

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

493,783

Fully paid ordinary shares


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

The issued Shares will rank equally with the existing class of quoted Shares.


5 Issue price or consideration Issued at a deemed price of $0.1389 being 92

Day VWAP for the quarter ended December

2012

+ See chapter 19 for defined terms.

22/10/2012 Appendix 3B Page 1

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

Issue of Fully Paid Ordinary Shares to the Directors in lieu of Fees for the December 2012 quarter.



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

21 November 2012


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)

493,783 Shares

as approved by the Shareholders at the

November 2012 Annual General Meeting held on

21 November 2012 in accordance with ASX Listing Rule 10.14.


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

200,256,923 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.

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

Remaining Issue Capac ity under rule 7.1

61,341,186 Securities

Remaining Issue Capac ity under rule 7.1A

40,894,124 Securities

+ See chapter 19 for defined terms.

22/10/2012 Appendix 3B Page 2


7 Dates of entering +securities into uncertificated holdings or despatch of certificates

9 January 2013


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

2,975,000 31 August 2016 Unlisted Options (Employee) exercisable at 22 cents

4,500,000 23 November 2016 Unlisted

Options exercisable at 22 cents

36,531,904 March 2011 six (6) year USD

$15m Unsecured Convertible Notes valued on an exchange rate of $1.0265 convertible at $0.40

64,945,608 March 2011 six (6) year USD

$20m Unsecured Convertible Notes valued on an exchange rate of $1.0265 convertible at $0.30

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Not Applicable

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 are not applicable

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) X 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

Questions 35 to 42 not applicable

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
2 We warrant the following to ASX.

+ See chapter 19 for defined terms.

22/10/2012 Appendix 3B Page 3

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

There is no reason why those +securities should not be granted

+quotation.
An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

If we are a trust, we warrant that no person has the right to return the

+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: Date: 7 January 2013
Print name:

Ross Kestel

Company Secretary

+ See chapter 19 for defined terms.

22/10/2012 Appendix 3B Page 4

Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

195,685,760

Add the following:

• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that

12 month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix

3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

199,906,923

12,998,558

350,000

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

N/A

"A"

408,941,241

Step 2: Calculate 15% of "A"


+ See chapter 19 for defined terms.

22/10/2012 Appendix 3B Page 5

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

61,341,186

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule

7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded - not just ordinary securities

• Include here (if applicable ) the securities the subject of the Appendix

3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

"C"

Not Applicable

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in

Step 2

61,341,186

Subtract "C"

Note: number must be same as shown in

Step 3

-

Total ["A" x 0.15] - "C"

61,341,186

[Note: this is the remaining placement capacity under rule 7.1]

+ See chapter 19 for defined terms.

22/10/2012 Appendix 3B Page 6

Part 2

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in

Step 1 of Part 1

408,941,241

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

40,894,124

Step 3: Calculate "E", the amount of placement capacity under rule

7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not just ordinary securities

• Include here - if applicable - the securities the subject of the Appendix

3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

"E"

Nil

+ See chapter 19 for defined terms.

22/10/2012 Appendix 3B Page 7

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10

Note: number must be same as shown in

Step 2

40,894,124

Subtract "E"

Note: number must be same as shown in

Step 3

-

Total ["A" x 0.10] - "E"

40,894,124

Note: this is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms.

22/10/2012 Appendix 3B Page 8

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