ALARA RESOURCES LIMITED — Capital/Financing Update 2012

Nov 1, 2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

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

Name of entity

Alara Resources Limited (AUQ)

ABN

27 122 892 719

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 Fully Paid Ordinary Shares issued

• 2 Number of[+] securities issued or to be 31,500,000 issued (if known) or maximum number which may be issued

• 3 Principal terms of the[+] securities (eg, if Same rights as other fully paid options, exercise price and expiry date; if ordinary shares on issue. partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with 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		Same rights as other fully paid ordinary shares on issue.
		$0.25 each
		Placement to professional and institutional investors. Please also refer to the Company’s ASX market announcement dated 25 October 2012 and entitled “Completion of $7.875 Million Capital Raising”
		No security holder approval under rule 7.1A has been obtained as at the date of issue. Approval is sought at the Company’s 2012 Annual General Meeting scheduled for 30 November 2012.
		Not Applicable
		31,500,000
		Not Applicable
		Not Applicable
		Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

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. 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 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 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (including the securities in section 2 if applicable)	Not Applicable
	Not Applicable
	Refer Annexure 1
	31 October 2012
	Number	~~+~~Class
	242,007,500 (alsorefer TableA)	ORDINARY (ASX Code: AUQ)

TABLE A - RECONCILIATION OF QUOTED AND UNQUOTED SECURITIES:

The Company currently has the following securities on issue:

	**Quoted on ASX **	Unlisted	**Total **
Fully paid ordinary shares	242,007,500	-	242,007,500
$0.35 (16 September 2013) Unlisted Options ~~1~~	-	1,000,000	1,000,000
$0.35 (16 September 2013) Unlisted Options 1	-	16,400,000	16,400,000
$0.35 (25 October 2014) Unlisted Options 2	-	3,650,000	3,650,000
$0.60 (25 October 2014) Unlisted Options ~~2~~	-	2,000,000	2,000,000
$0.50 (25 May 2014) Unlisted Options 3	-	400,000	400,000
$0.60 (25 May 2014) Unlisted Directors’Options 4	-	500,000	500,000
$0.60 (25 May 2014) Unlisted Options3	-	250,000	250,000
$0.70 (25 May 2014) Unlisted Options3	-	250,000	250,000
$0.35 (22 August 2015) Unlisted Options 5	-	400,000	400,000
**Total **	242,007,500	24,850,000	266,857,500

• 1 Terms and conditions of issue are set out in a Notice of General Meeting and Explanatory Statement dated 18 August 2008 for a General Meeting held on 17 September 2008 and in an ASX Appendix 3B New Issue Announcement lodged on 24 September 2008

• 2 Terms and conditions of issue are set out in a Notice of Annual General Meeting and Explanatory Statement dated 26 October 2009 for an Annual General Meeting held on 30 November 2009 and in ASX Appendix 3B New Issue Announcements lodged on 26 October 2009 and 1 December 2009

• 3 Terms and conditions of issue are set out in an ASX Appendix 3B New Issue Announcement lodged on 27 May 2011 4 Terms and conditions of issue are set out in a terms and conditions of issue are set out in a Notice of General Meeting and Explanatory Statement dated 15 April 2011 for a General Meeting held on 26 May 2011 and in an ASX Appendix 3B New Issue Announcement lodged on 27 May 2011

• 5 Terms and conditions of issue are set out in an ASX Appendix 3B New Issue Announcement lodged on 23 August 2010

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

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)	Number	~~+~~Class
	Refer Table A
	Same rights as other fully paid ordinary shares on issue.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders	NotApplicable
	Not Applicable
	NotApplicable
	Not Applicable
	NotApplicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	NotApplicable
	Not Applicable
	NotApplicable
	Not Applicable
	Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

25 If the issue is contingent on+security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do +security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	Not Applicable
	Not Applicable
	Not Applicable
	NotApplicable
	NotApplicable
	Not Applicable
	Not Applicable
	Not Applicable
	NotApplicable

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

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)[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

Entities that have ticked box 34(a)

Additional securities forming a new class of 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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37[A copy of any trust deed for the additional ][+][securities ]

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

Entities that have ticked box 34(b)

38 Number of securities for which+quotation is sought 39 Class of+securities for which quotation is sought 40 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 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) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	Not Applicable	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Number	~~+~~Class
	Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

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.

• 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.

==> picture [108 x 55] intentionally omitted <==

Sign here: ......................................................... Date: 2 November 2012 Managing Director

Print name: H. Shanker Madan

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

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

Part 1	Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue		210,507,500
Addthe following:
 Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2		Nil
 Number of fully paid ordinary securities issued in that 12 month period with shareholder approval		Nil
 Number of partly paid ordinary securities that became fully paid in that 12 month period		Nil
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
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	210,507,500

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	31,576,125
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period_not_ _counting_those issued:	31,500,000
 Under an exception in rule 7.2	Nil
 Under rule 7.1A	Nil
 With security holder approval under rule 7.1 or rule 7.4	Nil
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”	31,500,000
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	31,576,125
Subtract“C” Note: number must be same as shown in Step 3	31,500,000
Total[“A” x 0.15] – “C”	76,125 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Alara Resources Limited ABN 27 122 892 719

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”

Not Applicable

Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 Not Applicable

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

7.1A that has already been used	7.1A that has already been used
Insertnumber of equity securities issued or		Not Applicable
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”		Not Applicable

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	Not Applicable
Subtract“E” Note: number must be same as shown in Step 3	Not Applicable
Total[“A” x 0.10] – “E”	Not Applicable Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Alara Resources Limited Telephone | +61 8 9214 9787 A.B.N. 27 122 892 719 Facsimile | +61 8 9322 1515 Level 14, The Forrest Centre Web | www.alararesources.com 221 St Georges Terrace Email | info@alararesources.com Perth Western Australia 6000

==> picture [138 x 92] intentionally omitted <==

CLEANSING STATEMENT – ISSUE OF SHARES UNDER PLACEMENT

NOTICE UNDER PARAGRAPH 708A(5)(E) OF THE CORPORATIONS ACT 2001 (CTH)

This Cleansing Statement has been prepared for the purposes of, and is being given in accordance with, the requirements of section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ).

Pursuant to the capital raising announced on 25 October 2012 (Completion of $7.875 Million Capital Raising), Alara Resources Limited ACN 122 892 719 ( Company ) has issued 31,500,000 fully paid ordinary shares in the Company at an issue price of $0.25 per share (the Placement Shares ) to a range of professional and institutional investor clients of Petra Capital Pty Ltd, on 31 October 2012.

The Corporations Act restricts the offer for sale of securities without a disclosure document unless the relevant sale satisfies an exemption set out in section 708 or 708A of the Corporations Act.

The Company seeks to rely on an exemption in section 708A(5) of the Corporations Act with respect to the sale of the Placement Shares.

In accordance with the requirements of section 708A(5)(e) of the Corporations Act, under which this notice is given, the Company confirms that:

• (1) The Company issued the Placement Shares without disclosure to investors under Part 6D.2 of the Corporations Act, in reliance on section 708 and that notification is being given under section 708A(5)(e) of the Corporations Act.

• (2) As at the date of this notice:

• (a) the Company, as a disclosing entity under the Corporations Act, has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• (b) the Company has complied with section 674 of the Corporations Act.

• (3) As at the date of this notice, there is no information:

• (a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• (b) that investors and their professional advisors would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

  • (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

  • (ii) the rights and liabilities attaching to the Placement Shares.

Dated: 2 November 2012

For and on behalf of the Board,

==> picture [107 x 54] intentionally omitted <==

H. Shanker Madan Managing Director

==> picture [50 x 50] intentionally omitted <==

ASX Code | AUQ