DREADNOUGHT RESOURCES LTD — Capital/Financing Update 2011

May 9, 2011

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, 24/10/2005.

Name of entity

ABN

ERO MINING LTD 40 119 031 864

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)	Bonus Options
	86,945,537
	Exercisable at 6 cents each and expiring on 28 September 2012.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

153917

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in No all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not Ordinary shares issued upon exercise of

• rank equally, please state: • the date from which they do Bonus Options will rank equally with • the extent to which they existing Shares 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 The Bonus Options will be issued free to eligible shareholders

• 6 Purpose of the issue To reward shareholders for their loyalty and (If issued as consideration for the support acquisition of assets, clearly identify those assets)

7 Dates of entering +securities 9 May 2011 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 348,177,223 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in 86,945,537 6 cent Options clause 2 if applicable) Expiring 28‐09‐2012

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 26,785,714 30 cent Options +securities not quoted on ASX Expiring 30‐06‐2011 ( including the securities in 196,250,000 5 cent Options clause 2 if applicable) Expiring 31‐10‐2011 228,000 22 cent Options Expiring 20‐03‐2012 50,000 22 cent Options Expiring 19‐11‐2012 313,000 16.5 cent Options Expiring 5‐03‐2013 441,666 2.8 cent Options Expiring 3‐02‐2014 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 No required? 12 Is the issue renounceable or non‐ Non‐renounceable renounceable? 13 Ratio in which the[+] securities 1 Bonus Option for every 4 shares held on will be offered the Record Date 14 +Class of +securities to which the Ordinary shares. offer relates 15 +Record date to determine 2 May 2011 entitlements 16 Will holdings on different No. registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Fractional entitlements to Bonus Options in relation to fractions will be rounded up to the next whole number.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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)	Botswana, China, Hong Kong, United Arab Emirates, United Kingdom, United States of America
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	11 April 2011
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

30 How do[+] security holders sell Not applicable their entitlements in full through a broker? 31 How do[+] security holders sell Not applicable 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 9 May 2011

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

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 – Provided separately to ASX
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 Provided separately to ASX
	1,001 ‐ 5,000

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

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 +Class

• See chapter 19 for defined terms.

Appendix 3B Page 6

24/10/2005

Appendix 3B New issue announcement

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.

• 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.

• 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: 10 May 2011 Company Secretary Print name: David W Godfrey

== == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7