CAPRICORN METALS LTD — Share Issue/Capital Change 2008

Dec 2, 2008

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

MALAGASY MINERALS LTD

ABN

84 121 700 105

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 Unlisted Options

• 2 Number of[+] securities issued or to be issued (if known) or maximum 4,000,000 Unlisted Options

• number which may be issued

• 3 Principal terms of the[+] securities 2,000,000 Options exercisable @ 20c by 1/12/13

• (eg, if options, exercise price and expiry date; if partly paid 1,000,000 Options vest 3/01/10 exercisable @ 20c +securities, the amount outstanding by 3/07/13 and due dates for payment; if +convertible securities, the 1,000,000 Options vest 3/07/11 exercisable @ 20c by 3/07/13

• conversion price and dates for conversion)

• See chapter 19 for defined terms.

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• 4 Do the[+] securities rank equally in all respects from the date of N/A

• allotment with an existing[+] class of quoted[+] securities? If the additional securities do not Yes – once exercised 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 N/A 6 Purpose of the issue (If issued as consideration for the Unlisted options issued pursuant to shareholder acquisition of assets, clearly approval granted at AGM 25/11/08 identify those assets)

7 Dates of entering[+] securities into uncertificated holdings or despatch 1 December 2008 of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 73,725,003 Ordinary Shares ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	21,275,000 1,000,000 2,000,000 1,000,000 1,000,000	Ordinary shares (escrowed 12 and 24 months) 20c Options expiring 27/06/2013 (escrowed to 7/07/2010) 20c Options expiring 1/12/2013 20c Options vest 3/01/2010 expiry 13/07/2013 20c Options vest 3/07/2011 expiry 3/07/2013

• 10 Dividend policy (in the case of a trust, distribution policy) on the N/A increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 – 33 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 ) (a)[Securities described in Part 1 (a) ] (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

35 – 42 – N/A

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.

• See chapter 19 for defined terms.

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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

• 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 noone 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: …..3 December 2008...... (Director/Company secretary)

Print name: ..............Max D. J. Cozijn..................

== == == == ==

• See chapter 19 for defined terms.

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