Syrah Resources : Section 708A Cleansing Notice and Appendix 3B

30 July 2014

EXERCISE OF UNLISTED OPTIONS - S708A NOTICE

Syrah Resources Limited (ASX: SYR, Syrah or the Company) advises that

10,000 new fully paid ordinary shares (New Shares) have been allotted and issued upon the exercise of unlisted options. A completed Appendix

3B in respect of the New Shares is attached.

Secondary Trading Exemption Notice

The Corporations Act 2001 ("Act") restricts the on-sale of securities without disclosure, unless the sale is exempt under Section 708 or 708A of the Act. By Syrah giving this notice, on-sale of the New Shares will fall within the exemption offered by Section 708A (5) of the Act.

Syrah hereby notifies ASX (as the operator of the prescribed financial market on which the New Shares are to be quoted) under Section

708A(5)(e) of the Act that:

(a) Syrah issued the New Shares without disclosure to investors under Part 6D.2 of the Act;

(b) As at the date of this notice Syrah has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and with Section 674 of the Act; and,

(c) As at the date of this notice there is no "excluded information" as defined in Section 708A(7) and (8) of the Act in relation to the Company.

Yours sincerely

SYRAH RESOURCES LIMITED

MELANIE LEYDIN Company Secretary

ASX Code SYR

Current Corporate Structure

Ordinary Shares

Issued Shares: 163,015,614

Major Shareholders

Directors 22.28% Citicorp Nom PL 12.68% HSBC Custody Nom Aus Ltd 7.06% Copper Strike Ltd 6.77% National Nom Ltd 6.28% Gasmere PL 4.00%

Board of Directors

Mr Tom Eadie

Non-Executive Chairman

Mr Paul Kehoe

Managing Director

Mr Tolga Kumova

Executive Director

Mr Rhett Brans

Non-Executive Director

Mr José Manuel Caldeira

Non-Executive Director

Ms Melanie Leydin

Company Secretary

Key Project

Balama Graphite Project (Mozambique) Balama is the largest and one of the highest grade flake graphite and vanadium projects globally.

www.syrahresources.com.au

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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,

04/03/13

Name of entity

SYRAH RESOURCES LIMITED

ABN

77 125 242 284

We (the entity) give ASX the following information.

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully Paid Ordinary Shares

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

10,000 Fully Paid Ordinary Shares

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)

Fully Paid Ordinary Shares

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1

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

5 Issue price or consideration $0.26 ($2,600)
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)

EXERCISE OF UNLISTED OPTIONS EXERCISABLE AT $0.26 (26 cents) ON OR BEFORE 15 DECEMBER 2015.

6a Is the entity an +eligible entity No 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

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

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

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)

N/A

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

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

N/A

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.

29 July 2014

8 Number and +class of all

+securities quoted on ASX

(including the +securities in
section 2 if applicable)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

9 Number and +class of all

+securities not quoted on ASX

(including the +securities in
section 2 if applicable)

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

N/A

11 Is security holder approval required?

N/A

12 Is the issue renounceable or non- renounceable?

N/A

13 Ratio in which the +securities will be offered

N/A

14 +Class of +securities to which the offer relates

N/A

15 +Record date to determine entitlements

N/A

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

N/A

+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013

17 Policy for deciding entitlements in relation to fractions

N/A

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.

N/A

19 Closing date for receipt of acceptances or renunciations

N/A

20 Names of any underwriters N/A

21 Amount of any underwriting fee or commission

N/A

22 Names of any brokers to the issue

N/A

23 Fee or commission payable to the broker to the issue

N/A

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

N/A

25 If the issue is contingent on security holders' approval, the date of the meeting

N/A

26 Date entitlement and acceptance form and offer documents will be sent to persons entitled

N/A

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

N/A

28 Date rights trading will begin (if applicable)

N/A

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5

29 Date rights trading will end (if applicable)

N/A

30 How do security holders sell their entitlements in full through a broker?

N/A

31 How do security holders sell part of their entitlements through a broker and accept for the balance?

N/A

32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Issue date N/A

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

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
36 If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000

+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013

100,001 and over

37 A copy of any trust deed for the additional +securities

38 Number of +securities for which

+quotation is sought

N/A

39 +Class of +securities for which quotation is sought

N/A

40 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

N/A

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

N/A

42 Number and +class of all

+securities quoted on ASX

(including the +securities in clause
38)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

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.

 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 is not available now, we 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: 30 July 2014 (Company secretary)

Print name: ............Melanie Leydin...............

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9

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