DREADNOUGHT RESOURCES LTD — Regulatory Filings 2012

Mar 28, 2012

29 March 2012

Notice under Section 708A of the Corporations Act 2001 and Appendix 3B

ERO Mining Limited (Company) has issued 6,000,000 fully paid ordinary shares (Shares) pursuant to a service agreement.

The Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Act) that:

• $\mathbf{1}$ the Company issued the Shares without disclosure to investors under Part 6D.2 of the Act:
• $2.$ as at the date of this notice, the Company has complied with:
• $2.1$ the provisions of Chapter 2M of the Act as they apply to the Company; and
• $2.2$ section 674 of the Act; and
• 1. as at the date of this notice, there is no information to be disclosed which is excluded information (as defined in section 708A(7) of the Act), that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

The Company will not seek shareholder approval for the issue because it is not required.

An Appendix 3B for the issue is enclosed.

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

ERO MINING LIMITED

ABN

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).

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

Ordinary shares

• Number of ⁺securities issued or $\mathbf{z}$ to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities 3 (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)

6,000,000

Fully paid ordinary shares

⁺ 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?	Yes
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they ٠ 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 interest or
payment
5	Issue price or consideration	Pursuant to a service agreement
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Part consideration for services provided to the company pursuant to a service agreement
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	29 March 2012
		Number	+ Class
8	and + class of Number all *securities quoted on ASX (including the securities in	726,255,354	Fully paid ordinary shares
	clause 2 if applicable)	86.812.220	6 cent options

86,813,229

6 cent options
expiring 28
September 2012

Number and ⁺class of all $\overline{9}$ ⁺securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
50,000	22 cent options expiring 19 November 2013
313,000	16.5 cent options expiring 5 March 2013
441,666	2.8 cent options expiring 3 February 2014

Dividend policy (in the case of a $\fbox{N/A}$ trust, distribution policy) on the increased capital (interests) 10

Part 2 - Bonus issue or pro rata issue

$\mathbf u$	security holder approval Is required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the + securities will be offered
14	+ Class of + securities to which the offer relates
$15 \frac{1}{2}$	*Record date to determine entitlements
16	different holdings Will on registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions

⁺ See chapter 19 for defined terms.

$18\,$ 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.

Closing date for receipt of 19 acceptances or renunciations

⁺ See chapter 19 for defined terms.

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 participate to on the date on which exercise. 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 of their entitlements part through a broker and accept for the balance?

⁺ See chapter 19 for defined terms.

⁺ See chapter 19 for defined terms.

How do ⁺security holders dispose $3²$ of their entitlements (except by sale through a broker)?

⁺Despatch date 33

---------------------------------------	.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

Type of securities 34 (tick one) Securities described in Part 1 $(a)$ 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 the 35 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

37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

	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 which to they ٠ participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do ٠ not rank equally, other than in relation to the next dividend, distribution ОF 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)
42	and + class Number of all + securities quoted on ASX (including the securities in clause 38)	Number	+ Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf 1$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 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.

Sign here:

(Company secretary)

Date: 29 March 2012

Print name:

$== == == == ==$

Peter Kupniewski

⁺ See chapter 19 for defined terms.