Orocobre : Cleansing Statement16Jan18_ORECleansingStatement.pdf

16 January 2018

NOTICE UNDER SECTION 708AA(2)(f) OF THE CORPORATIONS ACT 2001 (CTH) -

RIGHTS ISSUE CLEANSING NOTICE

• • Orocobre Limited ACN (ASX: ORE, TSX: ORL) (Orocobre) today announced that it is undertaking a fully underwritten accelerated renounceable pro-rata entitlement offer with retail rights trading (Entitlement Offer) to raise approximately $79 million, before offer costs and expenses.

• • Under the Entitlement Offer, eligible shareholders in Australia, New Zealand and certain other jurisdictions in which Orocobre decides to extend the Entitlement Offer can subscribe for 1 new share (New Share) for every 20 existing shares held as at 7.00pm (AEDT) on 19 January 2018 at an issue price of $6.55 per New Share.

Further details regarding the Entitlement Offer are set out in the ASX announcement released today.

This notice is given under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (Act) (as notionally modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84) (ASIC Instrument 2016/84). Where applicable, references in this notice to the Act are to those sections as modified by ASIC Instrument 2016/84.

For the purposes of section 708AA(7) of the Act, Orocobre advises that:

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

• (b) this notice is being given under section 708AA(2)(f) of the Act (as notionally modified by ASIC Instrument 2016/84);

• (c) as at the date of this notice, Orocobre has complied with: the provisions of Chapter 2M of the Act as they apply to Orocobre; and section 674 of the Act;

• (d) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Act that is required to be set out in this notice under section 708AA(7) of the Act;

• (e) the potential effect the Entitlement Offer will have on the control of Orocobre, and the consequences of that effect, will depend on a number of factors, including eligible

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shareholders' interest in taking up their entitlements as well as the level of demand of institutional investors participating in the shortfall bookbuild. However, given the structure of the Entitlement Offer as a fully underwritten pro rata issue, and subject to the factors set out in paragraph (f) below, the Entitlement Offer is not expected to have any material effect or consequence on the control of Orocobre;

(f)

while it is not possible for the directors to predict the outcome of the factors set out in paragraph (e) above, a non-exhaustive list setting out the potential effect on the control of Orocobre is as follows:

the percentage interests of: shareholders that are not eligible shareholders; and eligible shareholders who do not take up their full entitlement, will be diluted;

if all eligible shareholders take up their entitlements for New Shares, all eligible shareholders will hold the same percentage interest in Orocobre as before the Entitlement Offer; and

any remaining New Shares not taken up in the Entitlement Offer or shortfall bookbuild will be issued to the UBS AG, Australia Branch (as underwriter to the Entitlement Offer) or to sub-underwriters.

General Counsel and Joint Company Secretary Rick Anthon