BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2012

Sep 3, 2012

CLEANSING STATEMENT DATED 4 SEPTEMBER 2012

STONE RESOURCES AUSTRALIA LIMITED ACN 100 727 491

This Cleansing Statement has been prepared for the purposes of Section 708A(12C)(e) of the Corporations Act 2001 (as inserted by ASIC Class Order [CO 10/322]) (Class Order) to enable fully paid ordinary shares (Shares) in the capital of Stone Resources Australia Limited (Company) (issued on conversion of a convertible note in the capital of the Company with a face value of \$1,525,315.07(Note), to be issued to Easy Prestige Limited (a company incorporated under the Laws of the British Virgin Islands) (Easy Prestige or Lender)) to be on-sold to retail investors within 12 months of the Shares being issued without further disclosure.

An Appendix 3B in relation to the issue of the Note is attached.

This Cleansing Statement is important and should be read in its entirety.

$\overline{1}$ . CONTENTS OF THIS CLEANSING STATEMENT

This Cleansing Statement sets out the following:

• background to this Cleansing Statement; $(a)$
• the effect of the offer of the Note and the Shares on the Company; $(b)$
• a summary of the rights and liabilities attaching to the Note; and $\mathsf{C}$
• a summary of the rights and liabilities attaching to Shares; $(d)$
• information that: $(e)$

has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules;

is information that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

• the assets and liabilities, financial position and $(A)$ performance, profits and losses and prospects of the Company; and
• the rights and liabilities attaching to the Note; and $(B)$
• other additional information including content relating to the $(f)$ Company's status as a disclosing entity and where documents may be obtained.

BACKGROUND TO THIS CLEANSING STATEMENT $2.$

$2.1$ Background to the Loan and Note

On 10 July 2012, the Company and the Lender entered into a secured converting loan agreement (Converting Loan Agreement) under which:

• $(a)$ the Lender agreed to provide a loan to the Company (Loan) in the amount of \$1,525,315.07(Principal), secured by a first ranking security and mining mortgages over certain mining tenements; and
• subject to satisfaction of certain conditions, the Lender may require the $(b)$ Company to issue the Note to the Lender, with a face value equal to the outstanding Principal plus accrued and unpaid interest, in repayment of the Loan.

The conditions to conversion have now been satisfied and the Lender has requested that the Company issue the Note.

$2.2$ Overview of the Loan, the Lender and the Note

• (Purpose of Loan): The Loan has been used by the Company to repay $(a)$ creditors, continue its first phase exploration drilling programme and for working capital purposes.
• (Lender): Easy Prestige is a private investment company incorporated $(b)$ under the Laws of the British Virgin Islands. Easy Prestige is an unrelated party to the Company.
• $(c)$ (Note): The Note will be issued by the Company to the Lender with a face value of \$1,525,315.07. The issue of the Note by the Company will be deemed to have satisfied the Company's obligation to repay the Loan.
• (Conversion Price): The Lender may convert all or part of the Note into $(d)$ Shares at any time at a deemed issue price of \$0.017 per Share subject to any adjustment in accordance with the terms of the Note (Conversion Price).
• (Quotation): The Note will be unlisted. The Company will apply to ASX $(e)$ within 5 Business Days after the date of issue of Shares on conversion of the Note for official quotation of those Shares.

A more detailed summary of the terms of the Note is set out in section 4 of this Cleansing Statement.

This Cleansing Statement will allow the Lender to on-sell Shares issued on conversion of the Note to retail investors without disclosure within 12 months of the date of issue.

$2.3$ No Offer or Invitation

The offer of the Note is an offer to the Lender only and is not made to, and may not be accepted by Shareholders generally or any other person than the Lender. Therefore, no offer or invitation is made pursuant to this Cleansing Statement for any person to subscribe for, or apply to, acquire any Note or Shares.

$2.4$ Queries

If you have any queries regarding this Cleansing Statement please contact the Company on (+61) 8 9277 6008.

EFFECT OF THE OFFER OF THE NOTE ON THE COMPANY 3.

Pro Forma Balance Sheet $3.1$

Set out below is the consolidated audited balance sheet of the Company at 30 June 2011, the reviewed balance sheet of the Company as at 31 December 2011 and the consolidated unaudited pro-forma balance sheet of the Company as at 30th August 2012 incorporating the effects of the issue of the Note.

The pro-forma, unaudited balance sheet excludes movements from carrying out general business operations.

	Audited
	June 30	Unaudited	Unaudited
	2011	June 30 2012	Pro Forma
	\$000's		\$000's
CURRENT ASSETS
Cash at Bank	233	87	87
Trade and other receivables	477	2,758	2,758
Inventory	1,479	216	216
	2,189	3,061	3,061
NON CURRENT ASSETS
Trade and other receivables	588	1,139	1,139
Plant and equipment	19,328	16,351	16,351
Exploration and evalution	9,230	12,010	12,010
	29,146	29,500	29,500
TOTAL ASSETS	31,335	32,561	32,561
CURRENT LIABILITIES
Trade and other payables	18,273	6,736	5,236
Borrowings	448	5,988	5,988
Provisions	183	185	185
	18,904	12,909	11,409
NON CURRENT LIABILITIES
Borrowings	743	1,632	1,132
Provisions	891	890	890
Borrowings - AAM Note			500
Borrowings - Easy Prestige			1,500
	1,634	2,522	4,022
TOTAL LIABILITIES	20,538	15,431	15,431
NET ASSETS	10,797	17,130	17,130
EQUITY
Issued Capital	35,103	48,648	48,648
Reserves	3,776	3,317	3,317
Accumulated losses	(28, 082)	(34, 835)	(34, 835)
NET EQUITY	10,797	17,130	17,130

$3.2$ Impact on the Maturity Profile of the Company's Debt

The Note represents a medium term liability of the Company. If the Note is not converted into Shares then the outstanding face value of the Note (with accrued and unpaid interest) is repayable by the Company on the Maturity Date. During the term of the Note the Company must make quarterly interest payments in relation to the Note.

As at 30^th August 2012, the Company has no other borrowings not shown in the pro forma balance sheet above.

Restrictions on the Company's Activities $3.3$

The Note imposes certain restrictions on the activities of the Company either through specific undertakings or events of default but also through conversion adjustments under the terms of the Note.

$3.4$ Effect on Capital Structure

The effect of the issue of the Note on the capital structure of the Company is set out below assuming a Conversion Price of \$0.017, noting that the Conversion Price will be calculated at the time of conversion and will be subject to adjustments in accordance with the terms of the Converting Loan Agreement.

Security	Pre issue of Note	Post issue of Note 1	Assuming full conversion of the Note 2
Shares quoted on ASX	629, 342, 224	629, 342, 224	719,066,640
Escrowed Shares currently not quoted on ASX	Nil	Nil	Nil
Unlisted Options exercisable at \$0.35 on or before 30/11/12	9,500,000	9,500,000	9,500,000
Options Unlisted exercisable at \$0.20 on or before 29/11/13	2,500,000	2,500,000	2,500,000
Options Unlisted exercisable at \$0.30 on or before 06/06/13	1,050,000	1,050,000	1,050,000
Unlisted Convertible Note 3		$\overline{2}$

Impact on capital structure of the issue of Note:

Assuming no additional securities are issued by the Company or convertible securities 1. exercised.

$\overline{2}$ . Assuming:

• no additional securities are issued by the Company, other than Shares issued upon $(a)$ conversion of the Note: and
• a face value of \$1,525,315.07 is converted at a Conversion Price of \$0.017 per Share. $(b)$
• Issued to Stone Resources Ltd with a face value of \$500,000, convertible at \$0.035 per Share if 3. converted before 7 November 2012, or \$0.06 per Share if converted after that date, maturing on 7 November 2013, interest of 5% per annum payable quarterly in arrears or capitalised at the Company's election (SRL Convertible Note), and secured by an equal first ranking security (SRL Security).

RIGHTS AND LIABILITIES ATTACHING TO THE NOTE 4.

Terms of Note 4.1

A summary of the key terms and conditions of the Note is set out below:

• (Face Value): The Note has a face value of \$1,525,315.07 $(a)$
• (Interest on the Note): 11% per annum on the outstanding face value of $(b)$ the Note. Interest will accrue daily and will be payable quarterly in arrears
• (Security): The Note is secured by a first ranking general security over the $(c)$ Company's assets and a mining mortagge over mining leases M38/9 and M38/968 (Security). The general security ranks equally with the SRL Security securing the SRL Convertible Note). The Company's Chairman, Mr Yongji Duan (Guarantor), has also provided a director's guarantee in relation to the Company's obligations under the Note (Guarantee).
• $(d)$ (Transferability): The Lender may transfer all or part of the Note on the condition that the Lender procures that the assignee of the Note agrees to be bound by the terms and conditions of the Note.
• (Conversion Right): The Lender may convert all or part of the Note into $(e)$ Shares at any time while the Note is outstanding...
• (Conversion Price): The Note will have a conversion price of \$0.017 per $(f)$ Share. The Conversion Price is subject to adjustments in accordance with the terms of the Note including for subdivision or consolidation of Shares, bonus issues, rights issues, issue of shares or convertible securities and other dilutive events as set out in the Note.
• (Maturity Date): he date that is 18 months from the date of issue of the $(q)$ Note.
• $(h)$ (Redemption): The Company must redeem the outstanding face value of the Note (if any), together with accrued and unpaid interest, on the Maturity date.
• $(i)$ (Early Redemption): The Company may redeem all or part of the outstanding face value of the Note prior to the Maturity Date at its election.
• $(i)$ (Placement Right): While the Note is outstanding, the Lender has a first right of refusal to participate in any placement by the Company.
• $(k)$ (Covenants): The Company has agreed to certain restrictions to protect the Lender's rights under the Note, including:

ensuring the Company has the ability to issue Shares on conversion of the Note:

no in specie distribution unless the Lender is given the same rights and no reduction in capital (other than in a winding up); and

using its reasonable endeavours to maintain an ASX listing.

(Events of Default): It is an Event of Default under the Note, allowing the $(1)$ Lender to require immediate repayment of the outstanding amounts under the Note, if

(Non-payment): the Company fails to pay within 5 Business Days of its due date any amount payable under the Note or a Transaction Document (being the Converting Loan Agreement, the Security or the Guarantee);

(Non-performance): the Company fails to perform any other undertaking, obligation or agreement under the Note or a Transaction Document or the Guarantor fails to perform any other undertaking, obligation or agreement under the Guarantee:

(Misrepresentation): any warranty or representation by the Company in connection with the Note or a Transaction Document is or becomes false, misleading or incorrect when made;

(Event of insolvency): an Event of Insolvency (as that term is defined in the Note) occurs in respect of the Company or the Guarantor;

(Provisions void): all, or any part, of the provisions of the Note or a Transaction Document are, or become, illegal, void, voidable, unenforceable or otherwise of limited force or effect to the material detriment of the Lender;

(Material adverse event): any event or series of events, whether related or not, occurs which would be, in the reasonable opinion of the Lender, reasonably likely to have a material adverse effect on the ability of the Company to perform its obligations under the Note or a Transaction Document;

(Financial Default): (i) any bank borrowings of the Company or its subsidiaries are not paid when due, or as the case may be, within any applicable grace period; or (ii) the Company or its subsidiaries fails to pay when due or expressed to be due any amounts payable or expressed to be payable by it under any present or future guarantee for any moneys borrowed from or raised through a financial institution or as the case may be, within any applicable grace period;

(Encumbrance Enforced): an encumbrance takes possession of the whole or any substantial part of the undertaking, property, assets or revenues of the Company or its subsidiaries: or

(ASX Listing or Suspension): the Company's Shares (as a class) cease to be listed on ASX or a recognised stock exchange or are suspended from trading on ASX for a continuous period of more than 10 trading days due to a default of the Company,

RIGHTS AND LIABILITIES ATTACHING TO THE SHARES 5.

The following is a summary of the more significant rights and liabilities attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders each Shareholder entitled to vote may vote:

• $(a)$ in person or by proxy, attorney or representative;
• on a show of hands, every person present who is a Shareholder or a $(b)$ proxy, attorney or representative of a Shareholder has one vote; and
• on a poll, every person present who is a Shareholder or a proxy, attorney $(c)$ or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.

Dividend Rights

The Directors may from time to time declare and pay or credit a dividend in accordance with the Corporations Act. Subject to any special right as to dividends attaching to a share, all dividends will be declared and paid according to the proportion which the amount paid on the Share is to the total amount payable in respect of the Shares (but any amount paid during the period in respect of which a dividend is declared only entitles the Shareholder to an apportioned amount of that dividend as from the date of payment). The Directors may from time to time pay or credit to the Shareholders such interim dividends as they may determine. No dividends shall be payable except out of profits in accordance with the Corporations Act (which now provides a separate test). No dividend shall carry interest as against the Company.

The Directors may from time to time grant to Shareholders or any class of Shareholders the right to elect to reinvest cash dividends paid by the Company by subscribing for Shares in the Company on such terms and conditions as the Directors think fit. The Directors may, at their discretion, resolve in respect of any dividend which it is proposed to pay or to declare on any Shares of the Company, that holders of such Shares may elect to forgo their right to the whole or part of the proposed dividend and to receive instead an issue of Shares credited as fully paid to the extent and on the terms and conditions of the Constitution. The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the Listing Rules.

Future Increase in Capital

The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

Variation of Rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three auarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

CONTINUOUS DISCLOSURE $\mathbf{6}$ .

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations.

Aside from the information contained in this Cleansing Statement and documents previously lodged by the Company with the ASX pursuant to its continuous obligations, there is no additional information that:

• has been excluded from a continuous disclosure notice in accordance $(a)$ with the Listing Rules; and
• is information that investors and their professional advisers would $(b)$ reasonably require for the purpose of making an informed assessment of:

the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

the rights and liabilities attaching to the Note or Shares to be issued on conversion of the Note.

7. ADDITIONAL INFORMATION

Right to Obtain Documents

Copies of documents lodged with ASIC in relation to the Company, including the Constitution, may be obtained from, or inspected at, an ASIC office. In addition, the Company will make available to you free of charge at any time copies of:

• the Company's Annual Report for the year end 30 June 2011; and $(a)$
• any continuous disclosure notices given by the Company after $(b)$ lodgement of that Annual Report and before release of this Cleansing Statement which are

31/08/12	Deed of Settlement and Appointment of Non Executive Director
15/08/2012	Resignation of Director
02/08/2012	Statutory Demand
31/07/2012	Appendix 5B June 2012
31/07/2012	June 2012 Quarterly Activities Report
11/07/2012	Statutory Demand
11/07/2012	Update on Framework Agreement
10/07/2012	Convertible Note Agreement
04/07/2012	Laverton Operations Update
19/06/2012	Amended Appendix 3Y
12/06/2012	Laverton Operations Update

21/05/2012	Appendix 3B and Appendix 3Y x 3 - Full Copy
21/05/2012	Appendix 3B and Appendix 3Y x 3
21/05/2012	Results of Meeting - Further information
21/05/2012	Results of Meeting
18/05/2012	CEO Presentation at General Meeting
27/04/2012	Appendix 5B March Quarter 2012
27/04/2012	March Quarterly Activities Report
16/04/2012	Exploration Update
13/04/2012	Notice of General Meeting/Proxy Form
15/03/2012	Half Yearly Report and Accounts
12/03/2012	Framework Agreement Stone Resources Limited
02/02/2012	Response to ASX Query
31/01/2012	Change of Registered Address and Appendix 3B
30/01/2012	December 2011 Quarterly Report
30/01/2012	Appendix 5B December 2011
09/12/2011	Share Purchase Plan
02/12/2011	Clarifying Announcement AGM Presentation
01/12/2011	AGM Presentation November 2011
30/11/2011	Results of AGM
22/11/2011	Upstream Change in Control of Stone Resources
22/11/2011	Extension of Closing Date for SPP
17/11/2011	Toll Treatment Agreement
16/11/2011	NME: 6 Month Toll Milling Agreement with A1 Minerals
10/11/2011	Initial Directors Interest App 3X x 3
09/11/2011	Becoming a substantial holder
08/11/2011	Appendix 3B x 2
07/11/2011	Prospectus
07/11/2011	Final Directors Notice Appendix 3Z X 3
07/11/2011	Board Changes
31/10/2011	Annual Report to Shareholders

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

The announcements are also available through the ASX website www.asx.com.au or the Company's website www.a1minerals.com.au.

ASIC

This Cleansing Statement is issued under Section 708A(12C)(e) of the Corporations Act (as inserted by ASIC Class Order [CO10/322]] to enable Shares issued upon conversion of the Note to be on-sold to retail investors within 12 months of the date the Shares are issued without further disclosure.

The offer of the Note took place under section 708(8) of the Corporations Act as the Lender is a sophisticated investor.

The Company's sole purpose in issuing Shares on conversion of the Note will be to meet its contractual obligations under the terms of the Note.

Consents

The issue of this Cleansing Statement has been approved by the Directors of the Company. Each Director has consented to the issue of this Cleansing Statement, and has not withdrawn that consent.

No Responsibility

Neither ASX nor the ASIC take responsibility for the contents of this Cleansing Statement.

GLOSSARY

S means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the securities exchange operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of the ASX.

Board means the board of Directors of the Company unless the context indicates otherwise.

Business Days means a day other than Saturday, Sunday or any day in which banks located in the State of Western Australia are authorised or obligated to close.

Class Order means ASIC Class Order [CO $10/3221.$

Cleansing Statement means this cleansing statement.

Company means Stone Resources Australia Limited (ACN 100 727 491).

Constitution means the constitution of the Company as at the date of this Cleansing Statement.

Converting Loan Agreement means the agreement entitled "Secured Converting Loan Agreement" between the Company and the Lender, dated 10 July 2012.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Cleansing Statement.

Easy Prestige or Lender means Easy Prestige Limited, a company incorporated under the Laws of the British Virgin Islands.

Guarantor means Mr Yongji Duan, a Director of the Company.

Note means the convertible note issuable under the Converting Loan Agreement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

CORPORATE DIRECTORY

Directors

Yongji Duan Chairman

Kai Ye Shuai Executive Director

Edward Tai Executive Director

Bill Hobba Non-Executive Director

Company Secretary

Albert Longo

Registered Office

265 Great Eastern Highway BELMONT WA 6104

Telephone: (08) 9277 6008 Facsimile: (08) 9277 6002

Website: www.a1minerals.com.au

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

STONE RESOURCES AUSTRALIA LIMITED

ABN

44 100 727 491

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	note with a value of convertible face 1 \$1,525,315.07, convertible into fully paid ordinary shares at \$0.017 (Convertible Note) in accordance with the Secured Converting Loan Agreement executed with Easy Prestige Limited, as announced to the ASX on 10 July 2012 (Agreement).
2	Number of +securities issued or 1 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, amount the outstanding and due dates for if *convertible payment; securities, the conversion price and dates for conversion)	Maturity Date: 18 months from date of issue. Security: Secured in the same manner as the converting loan. Interest: 11% pa payable quarterly in arrears from 31 December 2012. Conversion Price: 1.7 cents per Share, subject to various adjustments for, among other matters, subdivision or consolidation of shares, bonus issues, rights issues, issue of shares or convertible securities.

See the ASX Announcement of 11 July 2012 for further information.

⁺ See chapter 19 for defined terms.

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 ۰ to which the extent they $\bullet$ for the next participate 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, interest distribution or payment	No - the Convertible Note is a new class of securities. The shares to be issued upon conversion of the Convertible Note will rank equally in all respects from the date of allotment.
5	Issue price or consideration	Nil in accordance with the Agreement.
6	Purpose of the issue (If issued as consideration for the clearly acquisition of assets, identify those assets)	Conversion of Agreement
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	4 September 2012
8	Number and + class of all *securities quoted on ASX (including the securities in clause 2 if applicable)	Number 629, 342, 224	+Class Ordinary Fully Paid Shares

	Number	+Class
Number and + class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)	9,500,000	30 Options expiring November 2012 exercisable at 35 cents each
	2,500,000	29 Options expiring November 2013 exercisable at 20 cents each
	1,050,000	Options expiring 8 June 2013 exercisable at 30 cents each
	1	Secured Convertible Note issued to Stone Resources Limited, with a face value of \$500,000 plus interest
	1	The Convertible Note issued pursuant to the Agreement.

Dividend policy (in the case of a $\boxed{N_i}$
trust, distribution policy) on the increased capital (interests) $10$

1/A		$\sim$

Part 2 - Bonus issue or pro rata issue

11	holder approval N/A Is security required?
12	Is the issue renounceable or N/A non-renounceable?
13	Ratio in which the *securities will N/A be offered
14	Class of securities to which N/A the offer relates
15	*Record date to determine entitlements	N/A
16	different holdings Will on registers (or subregisters) be calculating aggregated for entitlements?	N/A

9

⁺ See chapter 19 for defined terms.

17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has *security holders who will not be sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	of Closing date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25	If the issue is contingent on *security holders' approval, the date of the meeting	N/A
26	entitlement Date and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if	N/A
	applicable)

$+$ See chapter 19 for defined terms.

• How do *security holders sell $N/A$
  their entitlements in full through 30 a broker?
• How do *security holders sell
  part of their entitlements through
  a broker and accept for the $31$ balance?

N/A

⁺ See chapter 19 for defined terms.

32	How	do	*security holders N
			dispose of their entitlements
	(except broker)?	by	sale through	a l

N/A

	33	*Despatch date
--	----	----------------

N/A

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)
• Securities described in Part 1 X $(a)$
• All other securities $(b)$ 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

• If the *securities are *equity securities, the names of the 20 largest holders of 35 the additional *securities, and the number and percentage of additional *securities held by those holders
• If the *securities are *equity securities, a distribution schedule of the additional 36 *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
• A copy of any trust deed for the additional *securities 37

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which *quotation is sought	N/A
39	Class of *securities for which quotation is sought	N/A
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 ۰ for the participate 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, interest distribution or payment	N/A
41	Reason for request for quotation now Example: In the case of restricted securities,	N/A
	end of restriction period (if issued upon conversion of another security, clearly identify that other security)
42	Number and + class of all	Number	+ Class
	*securities quoted on ASX (including the securities in clause 38)

$+$ See chapter 19 for defined terms.

Quotation agreement

• 1 *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{c}$ 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.
• $\overline{4}$ 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 4 September 2012 (Company secretary)

Print name: Albert Longo.........

⁺ See chapter 19 for defined terms.