BHP Group Limited — Share Issue/Capital Change 2008

Jun 29, 2008

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AUSTPAC RESOURCES N.L.

ACN 002 264 057 Level 3 62 Pitt Street SYDNEY NSW 2000 GPO Box 5297 SYDNEY NSW 2001 Telephone: (+61 2) 9252 2599 Facsimile: (+61 2) 9252 8299 Email: apgtio2@ozemail.com.au www.austpacresources.com

30 June 2008

The Manager Company Announcements Australian Stock Exchange Limited Exchange Centre Level 6 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

RE: AUSTPAC RESOURCES N.L. PLACEMENT OF SHARES TO BHP BILLITON AND PROFESSIONAL INVESTORS

We are pleased to provide an announcement from the Managing Director of Austpac Resources NL for immediate release.

Yours faithfully

N.J. Gaston Company Secretary

enc

ASX cover letter - Shareholder Update

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AUSTPAC RESOURCES N.L. ACN 002 264 057

Level 3 62 Pitt Street SYDNEY NSW 2000 GPO Box 5297 SYDNEY NSW 2001 Telephone: (+61 2) 9252 2599 Facsimile: (+61 2) 9252 8299 Email: apgtio2@ozemail.com.au www.austpacresources.com

30 June 2008

Austpac Share Placement Raises $5.7 million

Austpac is pleased to announce that the Company has completed a private placement of 57,000,000 ordinary fully paid shares at 10 cents each to raise $5.7 million. 30,000,000 shares were placed with BHP Billiton, and 27,000,000 shares were placed with professional investors. The funds will be used to commence a detailed engineering study into a 60,000 tpa commercial ERMS SR plant and for working capital.

The placement increases BHP Billiton’s holding in Austpac to a total of 55,000,000 shares, which represents 7.25% of the Company. BHP Billiton remains Austpac’s largest shareholder.

The 3,000 tpa ERMS SR Demonstration Plant at Newcastle is roasting a total of 720 tonnes of ilmenite concentrate; 150 tonnes from Consolidated Rutile’s Stradbroke Island operations, 500 tonnes from Bemax’s Murray Basin operations, and 70 tonnes from BHP Billiton’s Corridor Sands deposit in Mozambique. By September 2008, a total of 300 tonnes of synrutile and 200 tonnes of iron pellets will have been produced. This will demonstrate the suitability of the ERMS SR process for upgrading these types of ilmenite to high grade synrutile and an iron pellet co-product. BHP Billiton has a licence to use the ERMS SR process in Africa.

In a separate announcement to the ASX, Austpac today advised that the Company had licensed the Company’s LTR (Low Temperature Roasting) technology to BHP Billiton for non-exclusive use in Africa. The LTR process is used to produce a cleaner feedstock for TiO2 pigment manufacture by removing deleterious minerals such as chromite from ilmenite concentrates. This leaves the ilmenite amenable to digestion in sulfuric acid used by the sulfate TiO2 pigment process.

For further information please contact:

Mike Turbott Managing Director Austpac Resources N.L. Tel (+61-2) 9252-2599

Austpac Resources N.L. is an Australian listed minerals technology company and emerging synthetic rutile producer. Austpac’s processes include technology to transform ilmenite into high grade synthetic rutile, a preferred feedstock for titanium dioxide pigment production. They can also be used to beneficiate a range of heavy minerals, as well as process waste chloride streams from a number of industrial operations.

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AUSTPAC RESOURCES N.L. ACN 002 264 057

Level 3 62 Pitt Street SYDNEY NSW 2000 GPO Box 5297 SYDNEY NSW 2001 Telephone: (+61 2) 9252 2599 Facsimile: (+61 2) 9252 8299 Email: apgtio2@ozemail.com.au www.austpacresources.com

30 June 2008

AUSTRALIAN STOCK EXCHANGE ANNOUNCEMENT

SECTION 708A NOTICE – SHARE ISSUE

Austpac Resources N.L. hereby provides Notice to the Australian Stock Exchange under section 708A(5)(e) of the Corporations Act 2001 that the Company has issued 57,000,000 fully paid ordinary shares without disclosure to investors under Part 6D.2 of the Corporations Act on 30 June 2008.

At the date of this Notice the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company and with section 674 of the Corporations Act.

The Company is not aware of any excluded information for the purposes of section 708A(6)(e) at the date of this Notice.

N.J. Gaston Company Secretary

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.

Name of entity

AUSTPAC RESOURCES N.L.

ABN 87 002 264 057

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)	FULLY PAID ORDINARY
	57,000,000
	FULLY PAID ORDINARY RANKING EQUALLY WITH EXISTING ISSUED CAPITAL

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

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)	YES	YES
	10 CENTS
	PILOT PLANT CONSTRUCTION CAPITAL 60,000 TPA ENGINEERING STUDY, AND WORKING CAPITAL
	30 JUNE 2008
	Number	+Class
	709,254,461	ORDINARY

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 48,850,000 SHARE PURCHASE +securities not quoted on ASX PLAN (STAFF) ( including the securities in clause 2 if applicable)

• 10 Dividend policy (in the case of a 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. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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?

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

• 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

(If the additional securities do not form a new class, go to 43)

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

(now go to 43)

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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)

(now go to 43)

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

All entities

Fees

43 Payment method (tick one)

[Cheque attached ]

[Electronic payment made ]

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

• [Periodic payment as agreed with the home branch has been arranged ]

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

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.

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• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

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• There is no reason why those[+] securities should not be granted[+] quotation.

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• 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

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• 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.

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• 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.

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• 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.

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

• 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: 30 June 2008 .................... (Company secretary)

Print name: N.J. Gaston........................................................

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• See chapter 19 for defined terms.

Appendix 3B Page 8

11/3/2002