ANAX METALS LIMITED — Share Issue/Capital Change 2007

Nov 29, 2007

Aurora

Minerals Limited ABN 46 106 304 787

30 November 2007

The Manager Announcements Company Announcements Office Australian Stock Exchange Limited PO Box H224 Australia Square SYDNEY NSW 2000

Dear Sir

APPENDIX 3B

Please find attached the Appendix 3B for the issue of Director and Consultant Options.

Yours faithfully

Peter Ruttledge Company Secretary

Aurora Minerals Limited PO Box 3107, Perth, WA 6832, Australia, Tel +61 8 9218 8711

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 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

AURORA MINERALS LIMITED ABN 46 106 304 787

ABN

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 OPTIONS- 30 November 2010 issued OPTIONS- 31 October 2014 2 Number of[+] securities issued or to 3,550,000- 30 November 2010 be issued (if known) or maximum 7,500,000- 31 October 2014 number which may be issued 3 Principal terms of the[+] securities Issue Price- Free (eg, if options, exercise price and Exercise Price: +expiry securities, the amount outstanding date; if partly paid Exercisable: (1) 3,550,000 at 57.63 cents by 30 November 2010 and due dates for payment; if +convertible securities, the : (2) 7,500,000 at 57.63 cents by 31 October 2014 conversion price and dates for conversion) Full Terms are attached in Annexure to this Appendix 3B

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

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)	These Options do not rank for voting and dividends, are not listed and are not transferable. Each Option on exercise becomes a fully paid ordinary share which will be listed and will rank equally with other fully paid ordinary listed shares.	These Options do not rank for voting and dividends, are not listed and are not transferable. Each Option on exercise becomes a fully paid ordinary share which will be listed and will rank equally with other fully paid ordinary listed shares.
	Issued free
	Placement of 11,050,000 Options to 9 Consultants to the Company, including 7,500,000 Options to Directors and 3,550,000 Options to six Consultants not related to the Company or the Directors, as an incentive component of their remuneration pursuant to a Prospectus dated 21 November 2007. The Options are issued to the Consultants or their Consulting companies or their nominees.
	30 November 2007
	Number	+Class
	65,910,008	Ordinary Shares

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	3,000,000 650,000 6,000,000 1,800,000 3,550,000 7,500,000	Options- exercisable at 33.55 cents each by 7 December 2008 Options- exercisable at 35 cents each by 7 December 2008 Options- exercisable at 38.80 cents each by 19 December 2011 Options- exercisable at 38.80 cents each by 19 January 2010 Options- exercisable at 57.63 cents by 30 November 2010 Options- exercisable at 57.63 cents by 31 October 2014

• 10 Dividend policy (in the case of a No dividend policy is currently in place since trust, distribution policy) on the the Company is involved only in exploration increased capital (interests)

Part 2 - Bonus issue or pro rata issue- N/A

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

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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 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_	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
	N/A

Appendix 3B New issue announcement

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)?

N/A

• 33 +Despatch date

N/A

Part 3 - Quotation of securities- Not Applicable

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 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

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

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

Appendix 3B New issue announcement

Quotation agreement- Not Applicable

• ~~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:30 November 2007 Company secretary Print name: Peter Ruttledge........................................................

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Aurora Minerals Limited (ABN 46 106 307 787)

Terms and Conditions of Consultant Options

The Consultant Options will entitle the optionholders to subscribe for Shares in the Company on the following terms:

(a) Issue price

Each Consultant Option is issued for nil consideration.

(b) Exercise price

Each Consultant Option shall entitle the optionholder to acquire one fully paid ordinary share in the capital of the Company upon exercise and payment of an exercise price equal to the closing market price for a Share at the issue date of the Consultant Option plus 69.5%of that market price (“the Exercise Price”). In determining the closing market price, the closing price on SEATS will be used excluding special crossings, overnight sales and exchange traded option exercises.

(c) Expiry date

Subject to the provisions herein which provide for Consultant Options to lapse earlier in certain circumstances, Consultant Options will expire on the Expiry Date for that class of Options. The Expiry Dates for the different classes of Consultant Options are as follows:

Able Kids Options 83 calendar months after the date of issue. Anketell Options 83 calendar months after the date of issue. Holihox Options 83 calendar months after the date of issue. KBM Options 36 calendar months after the date of issue Airmax Options 36 calendar months after the date of issue Golden Options 36 calendar months after the date of issue Adelphi Options 36 calendar months after the date of issue Fox Options 36 calendar months after the date of issue Hazard Options 36 calendar months after the date of issue

(d) Certificate

A certificate will be issued for the Consultant Options and sent to the optionholder together with the terms and conditions of the Consultant Options and a written notice that is to be completed when exercising Consultant Options.

(e) Consultant Options not listed

The Consultant Options will not be listed for official quotation on the ASX.

(f) Consultant Options not transferable

• (i) For Able Kids, Anketell and Holihox Options, subject to the Listing Rules of the ASX, the Consultant Options can be transferred to a Nominee of the optionholders (as defined in Section (o) Interpretation), but otherwise are not transferable, without the prior written approval of the Directors.

• (ii) For KMB, Airmax, Golden, Fox and Hazard Options, subject to the Listing Rules of the ASX, the Consultant Options can be transferred to a Nominee of the optionholders (as defined in Section (o) Interpretation, except that (o) f) shall not apply to KMB, Adelphi, Airmax, Golden, Fox and Hazard Options without the prior written approval of the Directors), but otherwise are not transferable, without the prior written approval of the Directors.

(g) Exercise

Subject to m) below, the Consultant Options may be exercised by notice in writing to the Company (“the Exercise Notice”), delivery of the Consultant Option certificates and payment of the Exercise Price to the Company at any time between the date of issue and the Expiry Date (“the Exercise Period”). The Consultant Options may be exercised in one or more lots, of not less than 10,000 Options at any one time, on different occasions during the Exercise Period. Within 5 business days of receipt of the “Exercise Notice” and Consultant Option certificates and payment of the “Exercise Price”, the Company will allot the corresponding number of fully paid ordinary shares to the optionholder, procure the issue a statement of holding for the shares and apply for the shares to be listed on the stock exchanges on which the Company is listed. The shares issued as a result of exercise of the Consultant Options shall rank equally in all respects with the other issued fully paid shares in the Company.

(h) New share issue

If the Consultant Options are exercised before the record date of an entitlement, the optionholder can participate in a pro rata issue to the holders of the underlying securities in the Company. The Company must notify the optionholder of the proposed issue at least 9 business days before the record date. Optionholders do not have a right to participate in new share issues without exercising their Consultant Options in accordance with Listing Rule 6.19.

(i) Bonus Issue

If, from time to time, before the expiry of the Options the Company makes a pro rata issue of Shares to Shareholders for no consideration, the number of Shares over which the Options are exercisable will be increased by the number of Shares which the optionholder would have received if the Option had been exercised before the record date for calculating entitlements to the pro rata issue.

(j) Reorganisations

In the event of any reorganization of the issued capital of the Company, the Consultant Options will be reorganized by the Company in accordance with the Listing Rules (including without limitation by changing the number or exercise price for the Consultant Options in such manner as may be required by the Listing Rules.)

(k) Change of Consultant Option's exercise price or the number of underlying securities

• (i) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Consultant Options may be reduced according to the following formula:

• O' = O - E[P - (S + D)] N + 1

• O' = the new exercise price of the Consultant Option;

• O = the old exercise price of the Consultant Option;

• E = the number of underlying securities in the Company into which one option is exercisable;

• P = the average market price per security (weighted by reference to volume) of the underlying securities in the Company during the five (5) trading days ending on the day before the ex rights date or ex entitlements date;

• S = the Subscription price for a security under the pro rata issue; D = the Dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);

• N = the Number of securities with rights or entitlements that must be held to receive a right to one new security in the Company.

• (ii) The number of shares to be issued pursuant to the exercise of Consultant Options will be adjusted for bonus issues made prior to exercise of Consultant Options. The effect will be that upon exercise of the Consultant Options the number of shares received by the optionholder will include the number of bonus shares that would have been issued if the Consultant Options had been exercised prior to the record date for bonus issues. The exercise price of the Consultant Options shall not change as result of any such bonus issue.

(l) Dividends

The Consultant Options carry no entitlement to participate in dividends until shares are allotted pursuant to the exercise of the Consultant Options.

(m) Cessation of engagement of the Consultant or death of the optionholder.

• (i) In the event of the death of a Relevant Person in relation to a parcel of Consultant Options then such parcel of Consultant Options shall remain in full force and effect for the full term up until the Expiry Date and may be exercised at any time up to the Expiry Date by the holder or a deceased optionholder's legal personal representative.

• (ii) Subject to paragraph (iii), (iv) and (v) below, in the event of a Consultant (other than a Specified Consultant) ceasing to be engaged by the Company or any of its subsidiaries as a consultant one half of the Consultant Options issued to that Consultant or its Nominee shall remain

in full force and effect for the full term up until the Expiry Date and the other half of such Consultant Options may only be exercised by the optionholder within 3 months of such Consultant ceasing to be so engaged and immediately following that 3 months shall forthwith lapse and have no further effect unless otherwise determined by the board of directors of the Company.

• (iii) If at the time a Consultant ceases to provide consulting services to the Company, the Relevant Person in relation to the Consultant Options issued to such Consultant (or its Nominee) commences providing consulting services to the Company or becomes an employee of the Company then for then for the purposes of (ii) above, that Consultant will be deemed to continue to provide consulting services to the Company for such period as such Relevant Person continues as a consultant or employee of the Company and accordingly all such Consultant Options will remain in full force and effect during such period.

• (iv) In the event of a Consultant ceasing to be engaged as a consultant or deemed consultant by the Company or any of its subsidiaries following the takeover of the Company or following a Change in Control, all Consultant Options issued to such Consultant or its Nominee shall remain in full force and effect for the full term up until the Expiry Date.

• (v) In the event that a Specified Consultant ceases to be engaged by the Company or any of its subsidiaries as a consultant within two years of the issue of any Consultant Options to such Specified Consultant or its Nominee, then all such Consultant Options will immediately and automatically lapse.

• (vi) In the event that a Specified Consultant ceases to be engaged as a consultant by the Company or any of its subsidiaries, other than in the circumstances described in (iii), (iv) or (v) above, any Options may only be exercised within 3 months of the Consultant ceasing to be so engaged by the Company unless otherwise determined by the Board of Directors of the Company.

(n) Directorships

For the avoidance of doubt it is recorded that the Able Kids Options, the Anketell Options and the Holihox Options will not cease to be exercisable merely because any of Robert Taylor, Garry O’Hara or Phillip Jackson cease to be directors of the Company.

(0) Interpretation

In these terms and conditions the following terms will bear the following means unless the context otherwise requires:

“Able Kids Options ” means 3,000,000 Consultant Options issued to Able Kids Pty Ltd or its Nominee;

“Adelphi Options” means 500,000 Consultant Options issued to Adelphi Resources Pty Ltd or its Nominee;

“Airmax Options” means 1,000,000 Consultant Options issued to Airmax International Pty Ltd or its Nominee;

“Anketell Options” means 3,000,000 Consultant Options issued to Anketell Pty Ltd or its Nominee;

“ASX” means the Australian Securities Exchange;

“Change in Control” means a change in the composition of the shareholders of the Company whereby a person who does not presently control the Company within the meaning of section 50AA of the Corporations Act gains such control over the Company;

“Consultant” means any of Able Kids Pty Ltd, Airmax International Pty Ltd, Adelphi Resources Pty Ltd, Anketell Pty Ltd, Fox Contracting WA Pty Ltd, Golden Kilometre Mines Pty Ltd, Hazard Geological and Geotechnical Services Pty Ltd, Holihox Pty Ltd, KMB Australia Pty Ltd;

“Consultant Options” means the Able Kids Options, the Adelphi Options, the Airmax Options, the Anketell Options, the Fox Options, the Golden Options, the Hazard Options, the Holihox Options, and the KMB Options;

“Fox Options” means 200,000 Consultant Options issued to Fox Contracting WA Pty Ltd or its Nominee;

“Golden Options” means 500,000 Consultant Options issued to Golden Kilometre Mines Pty Ltd or its Nominee;

“Hazard Options” means 350,000 Consultant Options issued to Hazard Geological and Geotechnical Services Pty Ltd or its Nominee;

“Holihox Options” means 1,500,000 Consultant Options issued to Holihox Pty Ltd or its Nominee;

“KBM Options” means 1,000,000 Consultant Options issued to KBM Australia Pty Ltd s or its Nominee;

“Listing Rules” means the listing rules as amended from time to time of the ASX;

“Nominee” means:

• (a) the Relevant Person;

• (b) a spouse or de facto spouse of the Relevant Person;

• (c) a child, sibling or parent of the Relevant Person;

• (d) a family trust associated with the Relevant Person;

• (e) a superannuation fund in which the Relevant Person or any of the persons referred to above is a member;

• (f) any third party as part of a bona fide arrangement entered into by the option holder in order to finance the exercise of the Consultant Options or any of them; or

• (g) any other nominee approved by the Company

“Relevant Person” means:

• (a) in relation to the Able Kids Options Dr Robert Taylor;

• (b) in relation to the Adelphi Options Mr Bruce Waddell;

• (c) in relation to the Airmax Options means Mr Andrew Kenny;

• (d) in relation to the Anketell Options Mr Garry O’Hara;

• (e) in relation to the Fox Options Mr Kelvin Fox;

• (f) in relation to the Golden Options Mr Eric Moore;

• (g) in relation to the Hazard Options Mr Nicholas Hazard;

• (h) in relation to the Holihox Options Mr Phillip Jackson;

• (i) in relation to the KMB Options Mr Kenneth Banks.

“Specified Consultant” means any of Adelphi Resources Pty Ltd, Airmax International Pty Ltd, Fox Contracting WA Pty Ltd, Golden Kilometre Mines Pty Ltd, Hazard Geological and Geotechnical Services Pty Ltd and KMB Australia Pty Ltd;