ASX ANNOUNCEMENT

20 August 2019

Appendix 3B

Further to announcement dated 13 August 2018, VDM Group Limited (VDM or the Company) (ASX: VMG) is pleased to confirm that it has satisfied the terms of acquisition of its 55.25% ownership interest in the Cage Bengo Gold Project through the issue of 650,000,000 new shares to project vendor and joint venture partner Seabank Resources LDA of Angola.

The shares were issued pursuant to the Company's 15% Placement Capacity (under ASX Listing Rule 7.1) - refer Appendix 3B attached.

For further information please contact:

Michael Fry

Company Secretary

VDM Group Limited

BOARD & MANAGEMENT

Mr Luk Hiuming

NON-EXECUTIVE CHAIRMAN

Dr Dongyi Hua

EXECUTIVE DIRECTOR OF MINING

Mr Michael Fry

DIRECTOR

COMPANY SECRETARY

REGISTERED OFFICE

Suite 2, Level 2, 123 Adelaide Terrace, East Perth, WA 6004

POSTAL ADDRESS

PO Box 3347

East Perth, WA 6892

CONTACT DETAILS

Tel: (08) 9265 1100

WEBSITE

vdmgroup.com.au

SHARE REGISTRY

Computershare Investor

Services Pty Limited

GPO Box 2975

Melbourne, VIC 3001

Tel: 1300 850 505

ASX CODE

VMG

Fo

r

pe

rs

on

al

us

e

on

ly

Cleansing Notice - Notice Pursuant to Section 708A(5)(E) of the Corporations Act 2001

Pursuant to Section 708A(5)(E) of the Corporations Act 2001, the Company notifies ASX that:

  1. the Shares were issued without disclosure to investors under Part 6D.2 of the Act;
  2. this Notice is being given under Section 708A(5)(e) of the Act;
  3. as at the date of this Notice, the Company has complied with:
    1. the provisions of Chapter 2M of the Act as they apply to the Company; and
    2. Section 674 of the Act; and
  4. as at the date of this Notice, there is no excluded information, within the meanings of section 708A(7) and 708A(8) of the Act.

For further information please contact:

Michael Fry

Company Secretary

VDM Group Limited

Page 2 of 2

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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 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

VDM GROUP LIMITED

ABN

95 109 829 334

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

650,000,000 fully paid ordinary shares

Fully paid ordinary shares

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B

New issue announcement

4

Do the +securities rank equally in

Yes

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

5

Issue price or consideration

$Nil consideration received.

6

Purpose of the issue

Pursuant to Agreement to acquire 55.25% interest in

(If issued as consideration for the

Cage Bengo Project.

acquisition of

assets,

clearly

identify those assets)

6a

Is the entity an +eligible entity that

Yes

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

30 November 2018

resolution under rule 7.1A was

passed

+securities issued

6c

Number of

650,000,000 fully paid ordinary shares

without security holder

approval

under rule 7.1

Number of +securities issued with

6d

-

security holder approval under rule

7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B

New issue announcement

6e

Number of +securities issued with

N/a

security holder approval under rule

7.3, or another specific security

holder approval (specify date of

meeting)

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

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

N/a

6h If +securities were issued under N/a

rule 7.1A for non-cash consideration, state date on which valuation of consideration was

released to ASX Market Announcements

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 +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.

Rule 7.1: 231,649,143

Rule 7.1A: 187,766,095

16 August 2019

Number

+Class

8

Number

and +class

of

all

6,927,660,952

FPO Shares

+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

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VDM Group Limited published this content on 20 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 August 2019 04:01:08 UTC