APOLLO MINERALS LIMITED — Share Issue/Capital Change 2008

Jul 30, 2008

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

Apollo Minerals Limited

ABN

96 125 222 924

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)	Options to acquire fully paid ordinary shares (Listed Options)
	Up to 59.702,646Listed Options
	Exercise Price 25 cents Expiry Date of 31 July 2009 Upon valid exercise, free piggy-back option (Second Loyalty Option) See Annexure A for terms and conditions of the Listed Options and Second Loyalty Options

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all No, only after exercise 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 $0.005 per option 6 Purpose of the issue (a) To meet the Company’s commitment to (If issued as consideration for the issue the Listed Options as set out in its August acquisition of assets, clearly identify 2007 Prospectus. those assets) (b) To meet to cover the expenses of the offer of the Listed Options. (c) To raise working capital 7 Dates of entering[+] securities into Proposed date of 5 September 2008 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 51,556,247 Ordinary shares +securities quoted on ASX Up to 59,702,646 Listed Options ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

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Appendix 3B 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
	42,599,045 2,250,000 12,000,000 500,000 500,000 10,000,000	Ordinary shares 30 cent options expiring 30 June 2009 Annexure A Options Annexure B Options Annexure C Options Annexure DOptions

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	No
	Non-renounceable
	1 Listed Option for every 2 fully paid ordinary sharesheld at therecord date
	Options over fully paid ordinary shares
	12 August 2008
	Yes
	Rounding down
	28 August 2008

• See chapter 19 for defined terms.

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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 balance?	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	13 August 2008
	31 July 2008
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Not applicable

• 33 +Despatch date

Proposed date of 5 September 2008

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] [* Listed Options Only]

• (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

• To be provided upon completion if requested

• 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

• To be provided upon completion if requested

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B 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: “Barry Woodhouse” Date: 31 July 2008 (Director and Company secretary)

Print name: Barry Woodhouse

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

ANNEXURE A

Rights and liabilities of Listed Options

The Listed Options will entitle the holders to subscribe for Shares on the following terms: Each Listed Option entitles the holder to acquire one (1) Share.

Each Listed Option is exercisable at any time on or prior to 5.00pm (EST) on 31 July 2009 (New Exercise Period) by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Listed Options are exercised, to the registered office of Apollo or to the share registry of Apollo.

The Listed Option exercise price is $0.25 per Listed Option.

Listed Options are freely transferable in whole or part at any time prior to expiry.

On the exercise of the Listed Options, Shares will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of a Listed Option will rank equally with the then issued Shares in all respects. Quotation of those Shares will be sought.

If a Listed Option is exercised on or before 31 July 2009, the holder will also be issued with a new Option (Second Loyalty Option) on the terms and conditions set out in clause 6.2. Listed Options not exercised before the end of the New Exercise Period will automatically lapse and the holder will not be entitled to the issue of any further Second Loyalty Options.

New Optionholders shall be permitted to participate in new issues of securities only upon the prior exercise of their Listed Options in which case the New Optionholders shall be afforded the period of at least nine (9) Business Days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Listed Option.

In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the New Optionholder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

If there is a bonus issue to Shareholders, the number of Shares over which the Listed Option is exercisable may be increased by the number of Shares which the holder of the Listed Option would have received if the Listed Option had been exercised before the record date for the bonus issue.

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 Listed Option may be reduced in accordance with Listing Rule 6.22.

Reminder notices will be forwarded to the New Optionholder prior to the expiry of the New Exercise Period. Listed Options not exercised before the expiry of the New Exercise Period will lapse.

The Listed Options will be recorded on the Company’s register of Optionholders maintained at the share registry. The register will be open for inspection by a New Optionholder free of charge. Shares to be allotted on exercise of Listed Options will be recorded on the Company’s share register. The Company intends to make application for Quotation of the Listed Options on ASX.

The New Optionholder, if appearing on the Company’s register of Optionholders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

The Directors may at any time amend, delete or modify any part of the terms and conditions of the Listed Options to the extent that they are contrary to or inconsistent with any provision or requirement of the Listing Rules, the Corporations Act or the Constitution.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Rights and liabilities of Second Loyalty Options

As detailed in section 2.6 and 11.6 of the August 2007 Prospectus, in the event that any New Optionholder properly exercises any of its Listed Options in accordance with the terms and conditions of the Listed Options (each an Exercising New Optionholder) then in addition to being issued with a Share, all Exercising New Optionholders will be entitled to be issued with free Second Loyalty Options on the basis of one (1) Second Loyalty Option for every one (1) Listed Option duly exercised.

In order to comply with technical requirements of the Corporations Act, Second Loyalty Options will not be issued to Exercising New Optionholders who validly exercise their Listed Options until such time as the Company has prepared a prospectus or other disclosure document for the purposes of the Corporations Act in respect of the grant of the Second Loyalty Options.

Although it retains the discretion to issue the document earlier, the Company may not issue a prospectus or other disclosure document for the grant of the Second Loyalty Options until such time as all of the Listed Options have either been exercised of expired. If this happens then notwithstanding the date when Listed Options are exercised, the issue of Second Loyalty Options to Exercising New Optionholders who have validly exercised their Listed Options may not occur until after all of the Listed Options issued under this Prospectus have been exercised or expired and a prospectus or other disclosure document has been issued in respect of the Second Loyalty Options.

Subject to the requirements of the ASX Listing Rules, the Company intends to apply to ASX to grant Quotation of the Second Loyalty Options. ASX has indicated that it will not grant Quotation of the Second Loyalty Option until all of the Listed Options have been exercised or expired. Accordingly the application for Quotation of the Second Loyalty Options will not be made until all of the Listed Options have been exercised or expired. Unless and until the Second Loyalty Options are granted Quotation a viable market for the on-sale of Second Loyalty Options may not exist. However this will not preclude the exercise of Second Loyalty Options once issued.

Exercising New Optionholders will not be able to deal with or exercise the Second Loyalty Options until they have been issued with them and there may not be a viable market for on-sale of Second Loyalty Options unless and until Second Loyalty Options have been issued and admitted to Quotation.

The material terms and conditions of the Second Loyalty Options will be as follows: Each Second Loyalty Option entitles the holder to acquire one (1) Share.

The Second Loyalty Options are exercisable at any time on or prior to 5.00pm (EST) 31 July 2010 (Second Loyalty Exercise Period) by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Second Loyalty Options are exercised to the registered office of Apollo or to the share registry of Apollo. The Second Loyalty Option exercise price is $0.40 per Second Loyalty Option. Second Loyalty Options are freely transferable in whole or part at any time prior to expiry.

On the exercise of the Second Loyalty Options, Shares will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of a Second Loyalty Option will rank equally with the then issued Shares in all respects. Quotation of those Shares will be sought.

Second Loyalty Optionholders shall be permitted to participate in new issues of securities only on the prior exercise of their Second Loyalty Options in which case the Second Loyalty Optionholders shall be afforded the period of at least nine (9) Business Days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Second Loyalty Options.

In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Second Loyalty Optionholder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

If there is a bonus issue to Shareholders, the number of Shares over which a Second Loyalty Option is exercisable may be increased by the number of Shares which the Optionholder would have received if the Second Loyalty Option had been exercised before the record date for the bonus issue. 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 Second Loyalty Option may be reduced in accordance with Listing Rule 6.22.

Reminder notices will be forwarded to the Second Loyalty Optionholder prior to the expiry of the Second Loyalty Exercise Period. Second Loyalty Options not exercised before the expiry of the Second Loyalty Exercise Period will lapse.

The Second Loyalty Options will be recorded on the Company’s register of Optionholders maintained at the share registry. The register will be open for inspection by a Second Loyalty Optionholder free of charge. Shares to be allotted on exercise of Second Loyalty Options will be recorded on the Company’s share register.

Subject to the requirements of the ASX Listing Rules, the Company will apply for quotation of the Second Loyalty Options on ASX after the expiry or exercise of all of the Listed Options.

The Second Loyalty Optionholder, if appearing on the Company’s register of Optionholders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

• See chapter 19 for defined terms.

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