DREADNOUGHT RESOURCES LTD — Regulatory Filings 2013

Aug 26, 2013

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, $04/03/13$

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 fully paid shares

• Number of *securities issued or $\overline{z}$ to be issued (if known) or maximum number which may be issued
• Principal terms _of the 3 +securities (e.g. 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)

$(a)$ 133,333,334 $(b)$ 49,999,999

(a) & (b) Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the issue date with an existing + class of quoted securities? If the additional +securities do not rank equally, please state: the date from which they do ٠ the extent to which they ٠ participate for the next dividend, (in the case of a distribution) trust, or interest payment • the extent to which they do not rank equally, other than relation to the next in dividend, distribution Οľ interest payment	Yes
5	Issue price or consideration	(a) Shares issued as consideration for the acquisition of the Spargoville Project.
		(b) Shares issued as consideration for the acquisition of Valley Floor Resources Pty Ltd.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	(a) Shares issued as consideration for the acquisition of the Spargoville Project.
		(b) Shares issued as consideration for acquisition of Valley Floor the Resources Pty Ltd.
6a	Is the entity an + eligible entity has obtained that security holder approval under rule 7.1A?	No
	If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i
6b	The date the security holder resolution under rule 7.1A was passed

⁺ See chapter 19 for defined terms.

• $6c$ Number of ⁺securities issued without security holder approval under rule 7.1
• $6d$ Number of *securities issued with security holder approval under rule 7.1A
• Number of ⁺securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• $6f$ Number of ⁺securities issued under an exception in rule 7.2
• If *securities issued under rule 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the tissue date and both values. Include the source of the VWAP calculation.
• 6h If ⁺securities were issued under rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• Calculate the entity's remaining $6i$ issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• ⁺Issue dates $\overline{7}$ Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

27 August 2013

Number

+Class

⁺ See chapter 19 for defined terms.

8	Number and + class of all 812,560,374 + securities quoted on ASX (including the + securities in section 2 if applicable)	Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

	Number	+ Class
Number and + class of all + securities not quoted on ASX (including the + securities in section 2 if applicable)	441,666	Options exercisable at 2.8 cents, expiring 3 February 2014
— 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1

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

_________ - - - .	--------------------------------------- .	__

Part 2 - Pro rata issue

11	holder security Ĭs approval required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the + securities will be offered	N/A
14	+ Class of + securities to which the offer relates	N/A
15	+Record date determine to entitlements	N/A
16	Will different holdings on registers (or subregisters) be aggregated for calculating entitlements?	N/A
$17 \,$	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has security holders who will not be sent new offer documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.

⁺ See chapter 19 for defined terms.

		Closing date for receipt of $N/A$
acceptances or renunciations

⁺ See chapter 19 for defined terms.

20	Names of any underwriters
		N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the $N/A$ issue
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge	N/A
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on	N/A
	security holders' approval, the
	date of the meeting
26	Date entitlement and acceptance	N/A
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,	N/A
	and the terms entitle option holders participate to on
	exercise, the date on which
	notices will be sent to option holders
28	Date rights trading will begin (if $\mid N/A \rangle$
	applicable)
29	Date rights trading will end (if)	N/A
	applicable)
30	How do security holders sell their entitlements in full through	N/A
	a broker?
31	How do security holders sell part of their entitlements through a	N/A
	broker and accept for the
	balance?

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

⁺ See chapter 19 for defined terms.

-32	How do security holders dispose $\mid N/A \rangle$ of their entitlements (except by sale through a broker)?
つつ	+ Issue date	N/A

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)
• $(a)$ *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 conve 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
• 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
• A copy of any trust deed for the additional *securities 37

⁺ See chapter 19 for defined terms.

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 ⁺issue date 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 $\bullet$ 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)

Number and ⁺class of all $42$ quoted on ASX ⁺securities (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 $\mathbf{I}$ 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.

• 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 $\overline{3}$ 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 is not available now, we 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:	ABRIO (Company secretary)

Date: 27 August 2013

Print name: JUSTIN NELSON

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

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.