ECLIPSE METALS LIMITED. — Share Issue/Capital Change 2013

Feb 14, 2013

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 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.

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).

Questions 1 to 10 not applicable

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
• • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(a)

Questions 35 to 37 are not relevant

Entities that have ticked box 34(b)

38Number of securities for which+quotation is sought39Class of+securities for whichquotation is sought40Do the+securities rank equally in allrespects from the date of allotmentwith an existing+class of quoted+securities?If the additional securities do notrank equally, please state:• the date from which they do• theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment• the extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment41Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion ofanother security, clearly identify thatother security)42Number and+class of all+securitiesquoted on ASX (_including_thesecurities in clause 38)	49,999,998(150,000 Unlisted Options expiring November 2015have also been released from escrow but quotationis not sought for these Options)	49,999,998(150,000 Unlisted Options expiring November 2015have also been released from escrow but quotationis not sought for these Options)
	Fully paid Ordinary Shares
	Yes
	Release of Restricted Securities.
	Number	~~+~~Class
	231,839,6418,873,500	Fully Paid Ordinary Shares31 May 2014 Listed Optionsexercisable at 20 cents

• See chapter 19 for defined terms.

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9Numberand+classofall+securities not quoted on ASX	Number	+Class
	20,909,165150,000100,623,813	31 March 2013 UnlistedOptions exercisable at 6cents30 November 2015 UnlistedOptions exercisable at 20cents30 November 2016 UnlistedOptions exercisable at 6cents

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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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.

• See chapter 19 for defined terms.

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• 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.

Sign here:

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Print name: Robert Marusco Date: 15 February 2013 Company Secretary

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• See chapter 19 for defined terms.

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