BARYS RESOURCES LIMITED — Share Issue/Capital Change 2012

Sep 17, 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 Listed Options issued Unlisted Class I Options Unlisted Class J Options

• 2 Number of[+] securities issued or to 6,000,000 Listed Options be issued (if known) or maximum 500,000 Class I Options number which may be issued 3,750,000 Class J Options

• 3 Principal terms of the[+] securities (eg, Listed Options exercisable at $0.20 each on or if options, exercise price and expiry before 1 July 2014 (trading under ASX Code date; if partly paid[+] securities, the “MNEO”) amount outstanding and due dates for payment; if +convertible Class I Options exercisable at $0.45 each on or

• securities, the conversion price and before 15 July 2014

• dates for conversion) Class J Options exercisable at $0.20 each on or before 1 July 2015, subject to various performance based vesting criteria

• See chapter 19 for defined terms.

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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)	Listed Options: Yes Class I and Class J Options: No. The Class I and J Options are each a new class of Options. Options over unissued shares may only be exercised in accordance with their terms and conditions. Upon conversion of the Options to shares, the shares will rank equally with existing shares.	Listed Options: Yes Class I and Class J Options: No. The Class I and J Options are each a new class of Options. Options over unissued shares may only be exercised in accordance with their terms and conditions. Upon conversion of the Options to shares, the shares will rank equally with existing shares.
	Nil
	Listed Options: issued to nominees of White Swan Nominees Pty Ltd pursuant to loan agreement between White Swan Nominees Pty Ltd and the Company. Class I Options: Issued to Non-Executive Director pursuant to letter of appointment. Class J Options: Issued to Managing Director pursuant to letter of appointment.
	18 September 2012
	Number	+Class
	Up to 86,889,063 *Up to 25,202,344 shortfall shares may be issued on or before 30 November 2012 pursuant to Entitlement Issue announced on 31 July 2012	Fully paid ordinary shares

• See chapter 19 for defined terms.

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40,422,230	Listed Options exercisable at $0.20 each on or before 1 July 2014.

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	13,515,6251 1. 10,915,625 Shares escrowed to 1 July 2013 and 2,600,000 Shares escrowed to 17 January 2014 1,500,0002 2. Escrowed to 1 July 2013. 400,000 300,0003 3. Escrowed to 1 April 2013	Fully paid ordinary shares Class A Options exercisable at $0.20 each on or before 1 July 2014 Class B Options exercisable at $0.55 each on or before 28 February 2014 Class C Options exercisable at $0.60 each on or before 1 April 2015

• See chapter 19 for defined terms.

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50,000 500,000 3,750,000	Class D Options exercisable at $0.60 each on or before 14 May 2015. Class I Options exercisable at $0.45 each on or before 15 July 2014. Class J Options exercisable at $0.20 each on or before 1 July 2015

• 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 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

• See chapter 19 for defined terms.

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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)

• See chapter 19 for defined terms.

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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 ] 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

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.

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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)

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• See chapter 19 for defined terms.

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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.

Sign here: Date: 18 September 2012 (Company secretary)

Print name: SHANNON COATES

• See chapter 19 for defined terms.

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