Rift Valley Resources Africa Pty : Appendix 3B

Name of entity

RIFT VALLEY RESOURCES LIMITED

ABN

86 121 985 395

1

+Class of +securities issued or to be issued

1. Performance Rights

2. Performance Rights

3. Performance Rights

2

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

(i) 2,000,000

(ii) 500,000

(iii) 500,000

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)

1. Performance Rights vest 20 November 2015

2. Performance Rights vest 20 November 2015

3. Performance Rights vest 20 November 2015

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

N/A

5

Issue price or consideration

1. Nil

2. Nil

3. Nil

6

Purpose of the issue

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

1. As approved by shareholders at the AGM held on 20 November 2014.

2. Issued to employee under the Performance Rights Plan

3. Issued to consultant under the Performance Rights Plan

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

20 November 2014

6c

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

Nil

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)

2,000,000 Performance Rights

(Approved at Annual General Meeting held on 20 November 2014)

6f

Number of securities issued under an exception in rule 7.2

1,000,000 - Exception 9 under Performance Rights Plan

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

7.1: 46,937,016 securities

7.1A: 32,958,011 securities

7

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

8 December 2014

Number

+Class

8

Number and +class of all

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

329,580,110

ORD

Number

+Class

5,000,000

2,500,000

3,750,000

2,000,000

1,000,000

Options exercisable at 27 cents on or before 18 March 2015

Options exercisable at 27 cents on or before 31 May 2015

Performance Rights vest 31 December 2014

Performance Rights vest 20 November 2015

Performance Rights vest 20 November 2015

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

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 issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A