DREADNOUGHT RESOURCES LTD — Regulatory Filings 2012

Mar 14, 2012

15 March 2012

ASX ANNOUNCEMENT

Rights Issue

ERO Mining Limited (ASX:ERO) ("ERO") is pleased to announce a pro rata one-for-one nonrenounceable rights issue ("Rights Issue").

The Rights Issue seeks to raise approximately \$1.8 million (before costs) through the issue of approximately 360 million new fully paid ordinary shares in ERO.

Use of Funds

The net proceeds from the Rights Issue will be used for working capital purposes and to fund exploration and development including the following:

• Geophysical surveys and subsequent drill programs at the Peeweena Dam prospect Billa Kalina SA (ERO in joint venture with Maximus Resources Ltd (ASX:MXR)) which is located 70km north-north west of the Olympic Dam copper-gold-uranium mine and 45km east of the mine development at Prominent Hill. Finalisation of the Deed of Access – Exploration with the Defence Department will allow the completion of a detailed gravity survey and drill testing of the Peeweena Dam gravity anomaly, targeting iron oxide, copper, gold, uranium mineralisation similar to the nearby Olympic Dam and Prominent Hill mines.
• Advancing the Company's portfolio of gold/uranium exploration licences and licence applications in the Tanami region of the Northern Territory (ERO 100%), which has become Australia's premier Proterozoic Gold Province capable of hosting multimillion ounce gold deposits. Encouraging results from geochemical surveys conducted during the 2011 field season, including the discovery of significant arsenic anomalies indicating potential for associated gold mineralisation, require follow-up in conjunction with further ground based exploration of both the Suplejack and Talbot North project areas.

Details of the Rights Issue

ERO shareholders with registered addresses in Australia or New Zealand at 7.00pm (ACST) on 29 March 2012 ("Record Date") will be eligible to participate in the Rights Issue ("Eligible Shareholders").

ERO has decided that it is unreasonable to make the offer to shareholders who have a registered address in a country outside of Australia or New Zealand, having regard to the number of shareholders in such places, the number and value of the new shares they would be offered and the substantial costs of complying with the legal and regulatory requirements in those jurisdictions.

Each Eligible Shareholder will be entitled to subscribe for one new ordinary share in the capital of ERO for every share registered in their name on the Record Date. The new ordinary shares will be issued at a cost of 0.05 cents per share.

The Rights Issue price reflects a 64% discount to the 30-day closing volume weighted average price of the ERO's shares ending on 14 March 2012, the date prior to the announcement of the Rights Issue.

Existing option holders will need to exercise their options and be a registered holder of shares on the Record Date if they wish to receive an entitlement to participate in the Rights Issue.

The directors reserve the right to place any shortfall within three months after the close of the offer.

Full details of the Rights Issue will be contained in a prospectus lodged with the Australian Securities and Investments Commission and ASX ("Prospectus"). The Prospectus together with an Entitlement and Acceptance Form will be mailed to all Eligible Shareholders on 3 April 2012. A copy of the Prospectus will be available through the ASX website.

Key dates

Key dates which shareholders should note are as follows:

• Announcement of Rights Issue 15 March 2012 $\bullet$
• Prospectus lodged with ASIC and ASX 21 March 2012 $\bullet$
• Notice sent to shareholders 22 March 2012 $\bullet$
• 'Ex' date $-23$ March 2012 $\bullet$
• Record Date 29 March 2012
• Despatch of Prospectus, Rights Issue opens 3 April 2012 $\bullet$
• Rights Issue closes 23 April 2012 $\bullet$
• ASX notified of under-subscriptions 27 April 2012 $\bullet$
• Allotment of new shares and despatch of holding statements 2 May 2012

These dates are indicative only and, subject to the Corporations Act 2001 and the ASX Listing Rules, may be varied as the directors decide.

Applications for new ordinary shares under the Rights Issue may only be made by completing the Entitlement and Acceptance Form which accompanies the Prospectus. Eligible Shareholders should read the Prospectus carefully. For further information on the Rights Issue, you should contact your professional advisor.

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 $\mathbf{I}$ be issued

Ordinary shares

• Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities $\overline{\mathbf{3}}$ (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)

Up to a maximum of 360,127,677 shares (final number to be advised)

Fully paid ordinary shares

$[PJK]$ 168891

• See chapter 19 for defined terms.

Do the ⁺securities rank equally in $\overline{4}$ 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
• Issue price or consideration 5

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• Dates of entering ⁺securities To be confirmed $\overline{7}$ into uncertificated holdings or despatch of certificates

• 8 Number and ⁺class of all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
720,255,354	Fully paid ordinary shares
86, 813, 229	6 Cent Options Expiring 28 September 2012

Yes

0.05 cents/Share

Pursuant to a 1 for 1 pro rata nonrenounceable rights issue

• See chapter 19 for defined terms.

Number and ⁺class of all 9 *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
228,000	22 cent options expiring 20 March 2012
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 $\mid N/A \rangle$ 10 trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• Is security holder approval $\overline{\mathbf{11}}$ required?
• Is the issue renounceable or non- $12$ renounceable?
• Ratio in which the ⁺securities $13$ will be offered
• ⁺Class of ⁺securities to which the | $14$ offer relates
• ⁺Record date to determine $15$ entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements 17 in relation to fractions

Non-renounceable

1 for 1

No

Ordinary shares

29 March 2012

$N/A$

Rounding up to the nearest whole number of shares

⁺ 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	Only holders with a registered address in Australia or New Zealand are eligible to participate
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for of receipt acceptances or renunciations	23 April 2012 (the directors reserve the right to extend the closing date, subject to the Corporations Act 2001 and the ASX Listing Rules,
20	Names of any underwriters	Robert Kennedy (or his nominee), Michael Hatcher (or his nominee)
21	Amount of any underwriting fee or commission	Nil
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	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	3 April 2012
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	21 March 2012
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if $N/A$

⁺ See chapter 19 for defined terms.

	applicable)
30	How do + security holders sell their entitlements in full through a broker?	N/A
31	How do + security holders sell of their entitlements part through a broker and accept for the balance?	N/A
32	How do + security holders dispose of their entitlements (except by sale through a broker)?	N/A
33	+ Despatch date	2 May 2012

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

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 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 $1 - 1,000$ $1,001 - 5,000$

35

$(b)$

⁺ See chapter 19 for defined terms.

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)

• Number of securities for which 38 ⁺quotation is sought
• Class of ⁺securities for which 39 quotation is sought
• Do the ⁺securities rank equally in 40 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 $\bullet$
• · 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 $\bullet$ not rank equally, other than in relation to the next dividend, distribution or interest payment
• Reason for request for quotation 41 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

	98

Number

+Class

⁺ See chapter 19 for defined terms.

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

⁺ See chapter 19 for defined terms.

Quotation agreement

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

• 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.
• 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.

(Company secretary)

Date: 15 March 2012

Sign here:

Print name: Peter Kupniewski

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

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

⁺ See chapter 19 for defined terms.