ECLIPSE METALS LIMITED. — Share Issue/Capital Change 2012

Dec 5, 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 3 Principal terms of the +securities (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)	Shares; and Unlisted November 2016 Options
	84,094,333; and 95,473,813
	Fully paid Ordinary Shares The Unlisted Options are exercisable at 6 cents which expire on or before 30 November 2016

• See chapter 19 for defined terms.

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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) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates		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 servicesrendered
		5 December 2012

• See chapter 19 for defined terms.

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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)	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

10 Dividend policy (in the No dividend policy has been established case of a trust, distribution policy) on the increased capital (interests)

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

Part 3 - Quotation of securities

• 34 Type of securities

• ( tick one )

• (a) X 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.

• See chapter 19 for defined terms.

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

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Sign here: ........................................................... Date: 6 December 2012

Executive Director

Print name: Peter Del Fante

== == == == ==

• 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

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Insert number of fully paid ordinary 107,327,001
securities on issue 12 months before date
of issue or agreement to issue
Add the 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 113,618,615
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
Subtract the number of fully paid ordinary
securities cancelled during that 12 month
period
“A” 220,945,616
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	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]

placement capacity under rule 7.1
“A” x 0.15	33,141,797
Note: number must be same as shown in
Step 2
Subtract“C”	18,998,666
Note: number must be same as shown in
Step 3
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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