ANTILLES GOLD LIMITED — Capital/Financing Update 2012

Jul 19, 2012

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

PANTERRA GOLD LIMITED

ABN

48 008 031 034

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)	Unlisted Options over Ordinary Shares
	14,285,715
	Unlisted Options exercisable at 17.5 cents each on or before 31 December 2014

• 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)	Options are to be unquoted and Ordinary Shares issued upon exercise of Options, will rank equally with existing Ordinary Shares	Options are to be unquoted and Ordinary Shares issued upon exercise of Options, will rank equally with existing Ordinary Shares
	14,285,715 Options issued in relation to execution of shareholder loan agreements
	Issued pursuant to terms of shareholder loan agreements, details of which were announced to the market on 16 July 2012
	20 July 2012
	Number	+Class
	646,722,053	Ordinary Shares

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	833,334 17,500,000 17,500,000 2,866,667 2,866,666 16,285,715	Options exercisable at 25c each on or before 31/12/12 and vesting on 31/12/11 Options exercisable at 10c each on or before 15/10/2012 Options exercisable at 15 cents each on or before 15/10/2013 Performance Share Rights vesting 31/12/2012 subject to satisfaction of performance criteria Performance Share Rights vesting 31/12/2013 subject to satisfaction of performance criteria Options exercisable at 17.5 cents each on or before 31 December 2014

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue Not applicable

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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

securities

Entities that have ticked box 34(a) Not applicable

Entities that have ticked box 34(b) Not applicable

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.

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Sign here: ............................................................Date 20 July 2012 (Company secretary) Pamela Bardsley Print name: .........................................................= == = == ==