CAZALY RESOURCES LIMITED — Capital/Financing Update 2007

Jun 27, 2007

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

Cazaly Resources Limited

ABN

23 101 049 334

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Fully Paid Shares

• $\mathcal{I}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the "securities (eg. if 3 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)
• Do the *securities rank equally in all $\boldsymbol{\Lambda}$ respects from the date of allotment with an existing *class of quoted *securities?

If the additional securities do not rank equally, please state:

• $\bullet$ 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

$N/A$

250,000

Yes

\$73.450

⁺ See chapter 19 for defined terms.

Af I	issued as consideration for the
	acquisition of assets, clearly identify those
assets)

Dates of entering "securities into On or about 26 June 2007
uncertificated holdings or despatch of errificates $\overline{7}$

cercise of Options

		Number	+ Class
8	Number and $^{+}$ class of all $^{+}$ securities quoted on ASX (including the securities in clause 2 if applicable)	52,877,456	Ordinary Fully Paid Shares
		Number	* Class
9.	Number and class οf all securities not quoted on ASX (including the securities in clause 2 if applicable)	5,000,000	Options exercisable at 94.36 cents on or before 31 December 2007
		150,000	Options exercisable at 19.38 cents each on or before 2 July 2009
		2,000,000	Options exercisable at 29.38 cents each on or before 31 August 2007
		75,000	Options exercisable at 52.36 cents each on or before 24 January 2010
		1,750,000	Options exercisable at 44.36 cents each on or before 31 August 2008
		500,000	Options exercisable at 35 cents each on or before $15 -$ September 2008
		100,000	Options exercisable at 80.36 cents each on or before 5 October 2011
		1,000,000	Options exercisable at 44.36 cents each on or before 15 October 2008
		2,200,000	Options exercisable at \$1.9436 each on Οr 30 November before 2009
		250,000	Options exercisable at 86 cents each on or before 19 June 2012

$10¹⁰$ Dividend policy (in the case of a $\overline{ }$ trust, distribution policy) on the increased capital (interests)

$N/A$

Part 2 - Bonus issue or pro rata issue

$11$ security holder approval $Is$ 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 $\sigma f$ Closing date for receipt 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

⁺ See chapter 19 for defined terms.

• 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
• Date rights trading will begin (if 28 applicable)
• Date rights trading will end (if 29 applicable)
• 30 How do *security holders sell their entitlements in full through a broker?
• How do ⁺security holders sell part 31 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)?

*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 $(iick one)$

33

$(a)$

$(b)$

Securities described in Part 1

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"
	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 and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

Number	+ Class

⁺ See chapter 19 for defined terms.

Ouotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• $\bullet$ 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. $\bullet$
• 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 wareholy

• Section 724 or section 1016E of the Corporations Act does not apply to any $\bullet$ 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 $\bullet$ 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
• $\overline{3}$ 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.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

The West

. . . . . . . . . . . . . . . . . . . . (Director)

Date: 28 June 2007

Print name:

Sign here:

Kent Hunter....................................

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