BARYS RESOURCES LIMITED — Capital/Financing Update 2012

Jan 16, 2012

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

Mining Group Limited

ABN 73 149 230 811

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 Shares, Listed Options issued

• 2 Number of[+] securities issued or to 18,100,000 Shares be issued (if known) or maximum 12,000,000 Listed Options number which may be issued

• 3 Principal terms of the[+] securities (eg, Fully Paid Ordinary Shares if options, exercise price and expiry date; if partly paid[+] securities, the Listed Options exercisable at 0.20 cents each amount outstanding and due dates for payment; if +convertible on or before 1 July 2014. securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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• 4 Do the[+] securities rank equally in all Yes 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

15,500,000 Shares at $0.20 per Share 2,600,000 Shares at a deemed issue price of $0.20 per Share. 2,000,000 Listed Options at $0.01 per Listed Option. 10,000,000 Listed Options at nil consideration.

• See chapter 19 for defined terms.

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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)	Offer of 15,000,000 Shares to sophisticated investors to raise approximately $3,000,000 (before costs) to be applied, with existing funds and after meeting the expenses of the placement, towards the acquisition of the Comval Copper Gold Project, as approved by shareholders at the general meeting on 22 December 2011. 2,600,000 consideration Shares to the vendor for the acquisition of an 80% interest in the Comval Copper Gold Project, as approved by shareholders at the general meeting on 22 December 2011. 500,000 Shares to the vendor of the Comval Copper Gold Project. 2,000,000 Listed Options at $0.01 per option to the vendor of the Comval Copper Gold Project. 8,500,000 Listed Options at nil consideration to Cygnet Capital Pty Ltd as consideration for asset procurement services, as approved by shareholders at general meeting on 22 December 2011. 1,500,000 Listed Options at nil consideration to Mr Zeffron Reeves as consideration for technical consultancy services, as approved by shareholders at general meeting on 22 December 2011.	Offer of 15,000,000 Shares to sophisticated investors to raise approximately $3,000,000 (before costs) to be applied, with existing funds and after meeting the expenses of the placement, towards the acquisition of the Comval Copper Gold Project, as approved by shareholders at the general meeting on 22 December 2011. 2,600,000 consideration Shares to the vendor for the acquisition of an 80% interest in the Comval Copper Gold Project, as approved by shareholders at the general meeting on 22 December 2011. 500,000 Shares to the vendor of the Comval Copper Gold Project. 2,000,000 Listed Options at $0.01 per option to the vendor of the Comval Copper Gold Project. 8,500,000 Listed Options at nil consideration to Cygnet Capital Pty Ltd as consideration for asset procurement services, as approved by shareholders at general meeting on 22 December 2011. 1,500,000 Listed Options at nil consideration to Mr Zeffron Reeves as consideration for technical consultancy services, as approved by shareholders at general meeting on 22 December 2011.
	17 January 2012
	Number	+Class
	29,256,251 21,968,323	Fully paid ordinary shares Listed Options exercisable at $0.20 each on or before 1 July 2014.

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all +securities not quoted on ASX 14,900,000[1] Fully paid ordinary ( including the securities in clause 2 shares if applicable) (1) 1,234,375 Shares escrowed to 8 April 2012; 150,000 Shares escrowed to 22 June 2012; 10,915,625 Shares escrowed to 1 July 2013; 2,600,000 Shares escrowed to 17 January 2014. 1,500,000[2] Options exercisable at $0.20 each on or (2) Escrowed to 1 July before 1 July 2014. 2013. 10 Dividend policy (in the case of a Not applicable 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

• See chapter 19 for defined terms.

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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 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

• See chapter 19 for defined terms.

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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

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

• See chapter 19 for defined terms.

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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

• 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)

• See chapter 19 for defined terms.

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Number +Class

• 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.

• See chapter 19 for defined terms.

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Sign here: Date: 17 January 2012 (Company secretary)

Print name: SHANNON COATES

• See chapter 19 for defined terms.

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