ECLIPSE METALS LIMITED. — Capital/Financing Update 2012

Dec 9, 2012

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 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

Name of entity

Eclipse Metals Limited

ABN 85 142 366 541

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	Shares; and Unlisted November 2016 Options
	84,094,333; and 95,473,813

3 Principal terms of the Fully paid Ordinary Shares +securities (eg, if options, exercise price and expiry date; The Unlisted Options are exercisable at 6 cents if partly paid[+] securities, the which expire on or before 30 November 2016 amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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01/08/2012 110379 (133638)

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		All Shares rank equally with existing class of quoted shares Unlisted options do not rank equally with an existing class of quoted securities and comprise a new class of securities
		74,600,000 Shares The price ascribed to the Shares issued will be the market price at the date of issue – being $0.02 per Share as at 05 December 2012 85,979,480 Options The price ascribed to the Options issued will be the market price at the date of issue. 9,494,333 Shares Deemed issue price of $0.025 9,494,333 Options Free attaching
		74,600,000 Shares and 85,979,480 Options Issue of Securities to the Shareholders of Contour Resources Pty Ltd being consideration for the acquisition of the Issued Capital of Contour Resources Pty Ltd. This Security issue was approved by Shareholders at the 30 November 2012 Annual General Meeting. 9,494,333 Shares and 9,494,333 Options Conversion of outstanding debt owed for corporate services rendered

• See chapter 19 for defined terms.

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6a Is the entity an[+] eligible No entity that has obtained security holder approval under rule 7.1A? 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 N/A holder resolution under rule 7.1A was passed 6c Number of[+] securities N/A issued without security holder approval under rule 7.1 6d Number of[+] securities N/A issued with security holder approval under rule 7.1A 6e Number of[+] securities N/A issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities N/A issued under an exception in rule 7.2 6g If securities issued N/A under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

• See chapter 19 for defined terms.

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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 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9 Number and+class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A
	N/A
	5 December 2012
	Number	~~+~~Class
	180,439,643 8,873,500	Ordinary Shares 31 May 2014 Listed Options exercisable at 6 cents
	Number	~~+~~Class
	49,999,998 20,909,165 150,000 99,223,813	Restricted Ordinary Shares 31 March 2013 Unlisted Options exercisable at 6 cents Restricted 30 November 2015 Unlisted Options exercisable at 20 cents 30 November 2016 Unlisted Options exercisable at 6 cents
	No dividend policy has been established

• See chapter 19 for defined terms.

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Part 2 - Bonus issue or pro rata issue Questions 11 to 33 not applicable

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) Questions 35 to 42 are not applicable

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

• See chapter 19 for defined terms.

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the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [154 x 46] intentionally omitted <==

==> picture [222 x 20] intentionally omitted <==

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Sign here: ...........................................................
Executive Director
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Date: 7 December 2012

Print name: Peter Del Fante

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• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	107,327,001
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	113,618,615
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period
“A”	220,945,616

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	33,141,797
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	18,988,666
“C”	18,988,666
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	33,141,797
Subtract“C” Note: number must be same as shown in Step 3	18,998,666
Total[“A” x 0.15] – “C”	14,153,131 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Eclipse Metals Limited did not seek this Resolution at the 2012 Annual General Meeting.

• See chapter 19 for defined terms.

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