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ELEMENT 25 LIMITED Share Issue/Capital Change 2011

Nov 15, 2011

64810_rns_2011-11-15_f0dcd6c3-ed31-4bc1-8b21-57a789957f5a.pdf

Share Issue/Capital Change

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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

Montezuma Mining Company Ltd

ACN

119 711 929

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 (i) Ordinary fully paid shares issued (ii) Ordinary fully paid shares 2 Number of[+] securities issued or to (i) 121,667 be issued (if known) or maximum (ii) 50,000 number which may be issued

3 Principal terms of the[+] securities (i) Ordinary fully paid shares (eg, if options, exercise price and (ii) Ordinary fully paid shares expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

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
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
2 if applicable)
(i) Yes
(ii) Yes
(i) Yes
(ii) Yes
(i) $0.20
(ii) $0.20
(i) Pursuant to agreement.
(ii) Exercise of Options, $0.20 expiry 02/03/2012
9 – 14 November 2011
Number +Class
67,414,350 Ordinary Fully Paid Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
Number and
+class of all
+securities not quoted on ASX
(_including_the securities in
clause 2 if applicable)
Number +Class
650,000
3,050,000
50,000
1,000,000
3,000,000
375,000
2 March 2012 – 20 cent
options
30 November 2012 – 20 cent
options
30 November 2012 – 35 cent
options
30 November 2015 – 65 cent
options
14 December 2013 – 58 cent
options
21 October 2015 – 41 cent
options
  • 10 Dividend policy (in the case of N/A a trust, distribution policy) on the increased capital (interests)

Part 2 - DELETED – 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)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or

documents

  • 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

  • 1,001 - 5,000

  • 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37[A copy of any trust deed for the additional ][+][securities ]

Quotation agreement

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

  • 1 +Quotatio n of our add i tional[+] secu r ities is in A SX’s absol u te discretio n . ASX ma y quote the [+] securities o n any condit i ons it decid e s.

  • 2 We warra n t the follow i ng to ASX.

  • T h e issue of t h e[+] securitie s to be quote d complies w ith the law a nd is not for a n illegal purpose.

  • T h ere is no re a son why th o se[+] securiti e s should no t be granted [+] quotation.

  • A n offer of t h e[+] securitie s for sale w i thin 12 mo n ths after th e ir issue wi l l n o t require d i sclosure under section 707(3) or s ection 101 2 C(6) of th e C o rporations A ct. Not e : An entity may n e ed to obtain appro p riate warranties fr o m subscribers for t he securities in or d er to be able to gi v e this warranty

  • S e ction 724 o r section 1016E of the C o rporations A ct does not apply to an y a p plications r e ceived by u s in relatio n to any[+] se c urities to b e quoted an d th a t no-one has any rig h t to return any[+] securi t ies to be q uoted under se c tions 737, 738 or 101 6 F of the Corporations Act at the t ime that w e re q uest that th e[+] securities be quoted.

  • W e warrant t h at if confi r mation is r e quired un d er section 1 017F of th e C o rporations A ct in relat i on to the[+] securities t o be quoted , it has bee n pr o vided at th e time that w e request th a t the[+] secur i ties be quot e d.

  • If we are a t r ust, we wa r rant that n o person has the right t o return th e +s e curities to b e quoted u n der section 1019B of th e Corporati o ns Act at th e ti m e that we r e quest that t h e[+] securitie s be quoted.

  • 3 We will i n demnify A S X to the f u llest extent permitted b y law in r e spect of an y claim, acti o n or expen s e arising fr o m or conne c ted with an y breach of t h e warranties in this agr e ement.

4 We give A SX the i n formation a nd documents require d by this f o rm. If an y information or docum e nt not avail a ble now, w i ll give it to A SX before +quotation of the[+] securities begins. We ackno w ledge that A SX is relyi n g on the inf o rmation an d document s . We warra n t that they a re (will be) true and co m plete.

Sign h ere: Date: 15 N ovember 2011 (Company s ecretary) Print n ame: John Ribbo n s == = = == == ==

  • See c h apter 19 for d e fined terms. Appen d ix 3B Page 4

1/1/20 0 3

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15 Nov e mber 2011

Compa n y Announc e ments Offic e Australi a n Stock Ex c hange Limi t ed 20 Bon d Street SYDNE Y NSW 20 0 0

By Electronic Lodgement

Dear Si r

ISSUE OF MONTEZUMA MINING COMPANY LTD SHARES – SECONDARY TRADING NOTICE NOTIFICATION PURSUANT TO SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001 ("Act")

On 9 N o vember 20 1 1, Montezu m a Mining C ompany Ltd (" Company ") issued 1 7 1,667 fully p aid ordinar y shares a t an issue price of $0.2 0 each (" Securities ").

Secondary Trading Exemption

The Ac t restricts th e on-sale o f securities i ssued with o ut disclosu r e, unless t h e sale is e x empt unde r section 7 08 or 708A. By the Co m pany givin g this notice , sale of the Securities n o ted above w ill fall withi n the exe m ption in se c tion 708A(5) of the Act.

The Co m pany here b y notifies A S X under pa r agraph 708 A (5)(e) of th e Act that:

  • (a) t h e Company issued the S ecurities wi t hout disclosure to inves t ors under P a rt 6D.2 of t h e Act;

  • (b) a s at 15 Nov e mber 2011 the Compa n y has complied with th e provisions o f Chapter 2 M of the Ac t a s they apply to the Com p any, and se c tion 674 of the Act; and

  • (c) a s at 15 Nov e mber 2011 t here is no i n formation:

  • i. that has be e n excluded from a con t inuous disclosure notic e in accorda n ce with the ASX Listin g Rules; and

  • ii. that investo r s and their p rofessional advisers would reasona b ly require f o r the purpo s e of makin g an informed assessmen t of:

    • A. the assets a nd liabilitie s , financial p o sition and p erformance, profits and l osses and prospects o f the Comp a ny; or

    • B. the rights a n d liabilities attaching to the Securiti e s.

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Yours f a ithfully

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John Ri b bons Company Secretary

M o ntezuma Mini n g Company Lt d . ABN 46 119 711 929 PO Bo x 910, West Pe r th WA 6872 G round Floor, 31 Ventnor Ave, West Perth W A 6005 Phone: +61 8 6315 1400 Fa x : +61 8 9486 7 093 Website: w ww.montezu m amining.com. a u admin @ montezuma m ining.com.au