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ALCHEMY RESOURCES LIMITED Capital/Financing Update 2008

Jul 31, 2008

64369_rns_2008-07-31_24acaa11-92b5-4d40-9133-a193e38b6f95.pdf

Capital/Financing Update

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ABN 17 124 444 122

31 July 2008

Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

QUOTATION OF SECURITIES

Alchemy Resources Limited (ASX Code: ALY) (“Alchemy”) is pleased to announce that pursuant to its announcement dated 29 May 2008, Alchemy has completed its acquisition of the Three Rivers Gold Project from Troy Resources NL (“Troy”). After completing satisfactory due diligence of the tenements, Alchemy has today issued Troy with 6,271,462 fully paid ordinary shares based on the 14 day VWAP of 15.94 cents per share which equates to $1 million.

Alchemy has also issued 474,638 fully paid ordinary shares and 2,000,000 options exercisable at $0.25 on or before 31 August 2010 to a nominee of Carey Mining Pty Ltd, which assisted in the acquisition of the Three Rivers Gold Project. All of the above issue of securities was approved by shareholders at the Annual General Meeting conducted on 22 July 2008.

The shares issued to Troy and the options issued to the nominee of Carey Mining Pty Ltd are subject to a 12 month voluntary escrow from the date of issue.

The Company has also finalised the allotment of 5,744,471 shortfall options pursuant to the Entitlement Issue Prospectus dated 29 May 2008. The directors have determined not to issue all shortfall options (4,634,750 unallocated of the total 19,800,00) under the Prospectus to avoid diluting the interests of current shareholders.

Attached is the Appendix 3B seeking quotation of the securities and Notice under Section 708A(5)(e) of the Corporations Act.

Yours faithfully ALCHEMY RESOURCES LIMITED

John Arbuckle Director

E: [email protected] W: www.alchemyresources.com.au

1186 Hay Street GPO Box 2815 West Perth WA 6005 Perth WA 6001

T: +61 8 9481 4400 F: +61 8 9481 4404

Appendix 3B – Alchemy Resources Limited 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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ALCHEMY RESOURCES LIMITED

ABN

17 124 444 122

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
(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)
A. Ordinary Shares
B. Options
A. 6,756,100
B. 2,000,000
A. Fully Paid
B. Exercisable at $0.25 each on or before
31 August 2010

Appendix 3B Page 1

Appendix 3B – Alchemy Resources Limited New issue announcement

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)
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
clause 2 if applicable)
A. Yes
B. Yes
A. Yes
B. Yes
A. (i) 6,271,462 shares at $0.1594 per
Fully Paid Ordinary Share; and
(ii) 474,638 shares at $0.1104 per Fully
Paid Ordinary Share.
B. Nil
The shares and options are issued in
accordance with the Annual General Meeting
conducted on 22 July 2008:
A. (i) To acquire the Three Rivers Gold
Project as per Resolution 6.
(ii) Payment
in
accordance
with
Resolution 7.
B. Payment in accordance with Resolution
8.
31 July 2008
Number +Class
28,426,100
17,165,250
Ordinary Shares
Options exercisable at
$0.25
on
or
before
31 August 2010

Appendix 3B Page 2

Appendix 3B – Alchemy Resources Limited New issue announcement

9
Number and+class of all
+securities not quoted on
ASX
(including
the
securities in clause 2 if
applicable)
10
Dividend policy (in the
case
of
a
trust,
distribution policy) on the
increased
capital
(interests)
Number +Class
17,920,000
8,318,750
5,250,000
1,000,000
1,000,000
Ordinary Shares
Options exercisable at $0.25 on
or before 31 August 2010
Options exercisable at $0.25 on
or before 30 June 2011
Options exercisable at $0.37 on
or before 30 June 2012
Options exercisable at $0.50 on
or before 30 June 2013
N/A

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.
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

Appendix 3B Page 3

Appendix 3B – Alchemy Resources Limited New issue announcement

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
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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

Appendix 3B Page 4

Appendix 3B – Alchemy Resources Limited New issue announcement

balance?

  • 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

N/A

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)[Shares 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 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 - 100,000 100,001 and over

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

Appendix 3B Page 5

Appendix 3B – Alchemy Resources Limited New issue announcement

Entities that have ticked box 34(b)

ntities 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)
N/A
N/A
N/A
N/A
Number +Class
N/A

Appendix 3B Page 6

Appendix 3B – Alchemy Resources Limited New issue announcement

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.

Sign here: ............................................................ Date: 31 July 2008 (Director/Company Secretary) Print name: John Arbuckle

== == == == ==

Appendix 3B Page 7

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ABN 17 124 444 122
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31 July 2008

Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

PLACEMENT OF SHARES

Notice under Section 708A(5)(e) of the Corporations Act (“Act”)

The Company advises that on the 31 July 2008 it issued 6,746,100 fully paid ordinary shares.

This notice is issued pursuant to Section 708A(5)(e) of the Act and the Company advises that:

  1. The relevant securities are in a class of securities that were quoted securities at all times in the 3 months before the day on which the relevant securities were issued.

  2. Trading in that class of securities on the prescribed financial market on which they were quoted was not suspended for more than a total of 5 days during the shorter of the period during which the class of securities were quoted, and the period of 12 months before the day on which the relevant securities were issued.

  3. No exemption under section 111AS or 111AT covered the issuer, or any person as director or auditor of the issuer, at any time during the relevant period.

  4. No order under Section 340 or 341 of the Act covered the issuer, or any person as director or auditor of the issuer, at any time during the relevant period.

The Company has issued the shares without disclosure to investors under Part 6D.2 of the Act.

At the date of this Notice:

  1. The Company has complied with the provisions of Chapter 2M and Section 674 of the Act as they apply to the issuer; and

  2. There is no information that is “excluded information” required to be set out pursuant to sections 708A(7) or (8) of the Act.

Yours faithfully ALCHEMY RESOURCES LIMITED

John Arbuckle Director

T: +61 8 9481 4400 E: [email protected] F: +61 8 9481 4404 W: www.alchemyresources.com.au

1186 Hay Street GPO Box 2815 West Perth WA 6005 Perth WA 6001