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AURIS MINERALS LIMITED Share Issue/Capital Change 2012

Sep 23, 2012

64462_rns_2012-09-23_76dd39ec-7299-4bf0-9f01-afa31e82bf81.pdf

Share Issue/Capital Change

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21 September 2012

ASX Announcement

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SHARE ISSUE

RESOURCE AND INVESTMENT NL (ASX: RNI ) (Company) wishes to advise that following ministerial consent of the Horseshoe Lights East Joint Venture, the Company has issued 572,458 fully paid ordinary shares (Shares) to the holders of the Horseshoe Lights East Project (M52/600) (Project) as consideration for an option to earn a 51 per cent interest in the Project as announced on 20 August 2012.

Cleansing Statement

Pursuant to Section 708A(5)(e) of the Corporations Act;

  • (a) The Shares were issued without disclosure under Part 6D.2 of the Act.

  • (b) This notice is being given under paragraph 5(e) of section 708A of the Act.

  • (c) As at the date of this notice, the Company has complied with the provisions of the Chapter 2M of the Act (as they apply to the Company), and section 674 of the Act.

  • (d) As at the date of this notice, there is no excluded information with respect to the Company for the purposes of sections 708A(7) and (8) of the Act other than as disclosed below;

As previously announced, the Company continues to pursue a strategy to unlock stranded resources in the area surrounding its Grosvenor Gold Project. In line with this strategy, the Company is in negotiations with a third party to secure an option to acquire interests in the area.

An Appendix 3B reflecting the revised capital structure following the issue of the shares has been released with this announcement.

For further information, please contact;

MARK CLEMENTS COMPANY SECRETARY

T +61 8 9489 9200

RESOURCE AND INVESTMENT NL ABN 77 085 806 284 34 Bagot Road Subiaco Western Australia 6008 PO Box 298 West Perth WA 6872 T +61 8 9489 9200 F +61 8 9489 9201 E [email protected] W rninl.com.au

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

Name of entity RESOURCE AND INVESTMENT NL ABN 77 085 806 284

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).
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
Fully Paid Ordinary Shares
572,458
As for existing fully paid shares
Yes
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

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)
9
Number and +class of all +securities
not quoted on ASX (including the
securities in clause 2 if applicable)
$0.3057 per share $0.3057 per share
As consideration payable of $175,000 in accordance with
the terms of the Horseshoe Lights East Joint Venture as
announced to ASX on 20 August 2012.
14 September 2012
Number +Class
271,659,988
29,220,663
Ordinary fully paid shares (RNI)
Options exercisable at $0.60
expiring31 May2013(RNIO)
Number +Class
6,000,000
3,300,000
3,597,621
Options expiring 25/11/2013
exercisable at $1.00 (RNIAQ)
Options expiring 17/5/2014
exercisable at $1.00 (RNIAI)
Options expiring 27/3/2015
exercisable at $0.4374
  • 10 Dividend policy (in the case of a As for existing fully paid ordinary shares trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable?

  • 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.

Appendix 3B New issue announcement

19 Closing date for receipt of acceptances 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 balance?
32 How do +security holders dispose of
their
entitlements
(except
by
sale
through a broker)?
33 +Despatch date
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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 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

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

Appendix 3B New issue announcement

  • 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)

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.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided 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.

Mark Clements Company Secretary 21 September 2012

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003