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ELEMENT 25 LIMITED Share Issue/Capital Change 2011

Aug 23, 2011

64810_rns_2011-08-23_ac735a0e-ce4b-49ac-98cf-cc60733426d4.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 beissued2Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued3Principal terms of the+securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingandduedatesforpayment;if+convertiblesecurities,theconversionpriceanddatesforconversion) Ordinary Fully Paid Shares
10,000
Ordinary Fully Paid Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

4Do 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 notrankequally,otherthaninrelation to the next dividend,distribution or interest payment5Issue price or consideration 4Do 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 notrankequally,otherthaninrelation to the next dividend,distribution or interest payment5Issue price or consideration Yes Yes Yes Yes
$020
.
6P(Iacth7 urpose of the issuef issued as consideration for thequisition of assets, clearly identifyose assets)+ E xercise of 20 cent liste d options expiring 31/08/2011
2 Ast 2011
8 Dates of entering securities intouncertificated holdings or despatchof certificatesNumberand+classofall+securitiesquotedonASX(including the securities in clause2 if applicable) ugu
N umber +Class
55,650,8567,576,314 Ordinary Fully Paid Shares31 August 2011 – 20 centoptions
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

9Numberand+classofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable) Number +Class
2,500,000700,0003,050,00050,0001,000,0003,000,000 31 August 2011 – 35 centoptions2 March 2012 – 20 centoptions30 November 2012 – 20 centoptions30 November 2012 – 35 centoptions30 November 2015 – 65 centoptions14 December 2013 – 58 centoptions
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

  • N/A

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 are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 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

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Appendix 3B New issue announcement

  • 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.

  • 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: (Company secretary) Print name: John Ribbons

Date: 24 August 2011

  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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24 August 2011

Company Announcements Office Australian Stock Exchange Limited 20 Bond Street SYDNEY NSW 2000

By Electronic Lodgement

Dear Sir

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

On 24 August 2011, Montezuma Mining Company Ltd (" Company ") issued 10,000 fully paid ordinary shares at an issue price of $0.20 each (" Securities ").

Secondary Trading Exemption

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

  • (a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;

  • (b) as at 24 August 2011 the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

  • (c) as at 24 August 2011 there is no information:

    • i. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

    • ii. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

      • A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

      • B. the rights and liabilities attaching to the Securities.

Yours faithfully

John Ribbons Company Secretary

Montezuma Mining Company Ltd. ABN 46 119 711 929 PO Box 910, West Perth WA 6872 Ground Floor, 31 Ventnor Ave, West Perth WA 6005 Phone: +61 8 6315 1400 Fax: +61 8 9486 7093 Website: www.montezumamining.com.au [email protected]