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EASTERN RESOURCES LIMITED Share Issue/Capital Change 2008

May 13, 2008

64824_rns_2008-05-13_7bca4901-bc10-4e8d-a56f-d4d835255766.pdf

Share Issue/Capital Change

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TERMS AND CONDITIONS OF OPTIONS

The Options held by the Optionholder are exercisable in whole or in part on or before 19 December 2012 (Exercise Period). Options not exercised before the expiry of the Exercise Period will lapse.

Options are exercisable by notice in writing to the Board delivered to the registered office of the Company and payment of the exercise price of 35 cents per Option in cleared funds. Some or all of the Options may be exercised at any one time or times prior to the expiry date provided that no less than 10,000 Options are exercised at any one time.

The Company will not apply for official quotation on ASX of the Options. An application may be lodged at a later date to list the Options in the sole discretion of the Board of the Company should the Board consider that there is sufficient spread of Optionholders to result in a market for the Options on ASX.

The Company will make application for official quotation on ASX of new Shares allotted on exercise of the Options. Those Shares will participate equally in all respects with existing issued ordinary Shares, and in particular new Shares allotted on exercise of the Options will qualify for dividends declared after the date of their allotment.

Options are not transferable, except that if at any time before expiry of the Exercise Period the Optionholder dies, the legal personal representative of the deceased Optionholder may:

  • (i) elect to be registered as the new holder of the Options;

  • (ii) whether or not he becomes so registered, exercise those Options in accordance with the terms and conditions on which they were granted; and

  • (iii) if the deceased has already exercised Options, pay the exercise price in respect of those Options.

An Optionholder may only participate in new issues of securities to holders of ordinary Shares in the Company if the Option has been exercised and Shares allotted in respect of the Option before the record date for determining entitlements to the issue.

If there is a bonus issue to the holders of ordinary Shares in the capital of the Company, the number of ordinary Shares over which the Options is exercisable will be increased by the number of ordinary Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

If the Company makes a rights issue (other than a bonus issue), the exercise price of Options on issue will be reduced according to the following formula:

A = O – E [P – (S + D)]

(N + 1)

  • A = the new exercise price of the Options;

  • O = the old exercise price of the Options;

  • E = the number of underlying ordinary Shares into which one Option is exercisable;

  • P = the average closing sale price per ordinary Share (weighted by reference to volume) recorded on the stock market of ASX during the five trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossings and overnight sales and exchange traded Option exercises);

  • S = the subscription price for a security under the pro rata issue;

  • D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro rata issue); and

  • N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

If, during the currency of the Options the issued capital of the Company is re-organised, those Options will be re-organised to the extent necessary to comply with the Listing Rules.

NOTICE OF EXERCISE OF OPTIONS

To: The Directors EASTERN IRON LIMITED ACN 126 678 037

I/We ...............................................................................................................................................................................................

of ....….......................................................................................................................................................................................

being the registered holder/s of .............…....... options, each to acquire at 35 cents an ordinary fully paid share in the capital of Eastern Iron Limited, HEREBY GIVE NOTICE OF EXERCISE OF ........…............ options and attach hereto my/our cheque at 35 cents per share in payment of such exercise. I/We agree to my/our name being placed on the Register of Members in respect of the number of shares allotted to me/us and to be bound by the Constitution of the Company. If this notice is signed by an Attorney, the Power of Attorney must be produced and the Attorney hereby declares that he has no notice of revocation of the Power of Attorney.

DATED the ........................................................ day of ............................................................... in the year of ...................... Usual Signature(s)...................................…………………………..…....................................…........................................................ Joint option holders must all sign..................................................................……............................................................................

Corporations must apply under seal or by Attorney or in accordance with the Corporations Act...........................................……...

THIS NOTICE OF EXERCISE OF OPTIONS, WITH THE APPROPRIATE REMITTANCE, SHOULD BE LODGED AT THE ' COMPANY S REGISTERED OFFICE.