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ENOVA MINING LIMITED Share Issue/Capital Change 2012

Nov 29, 2012

64858_rns_2012-11-29_3e7afedb-5b64-43e8-bbca-c3cbe723876c.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 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

CROSSLAND URANIUM MINES LIMITED

ABN

64 087 595 980

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)
Options to convert to ordinary shares with
terms as per attached
28,729,690 options
Options with conversion price of 15 cents on or
before 30 November 2014 on terms as per
attached. Identical terms as options Class
CUXAM currently on issue
  • See chapter 19 for defined terms.

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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)
6a
Is the entity an+eligible 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 holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without
security
holder
approval under rule 7.1
Options – Current class CUXAM as attached
At 1 cent per option on a Rights Issue of 1 for
every2 fully paid shares held.($287,296)
The funds will be used for the economic
assessment of the Charley Creek Rare Earth
project as well as necessary exploration on
other company projects and the assessment of
potential opportunities and working capital.
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of[+] securities issued with security holder approval under rule 7.1A 6e Number of[+] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued 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.

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

4 December 2012

8 Number and +class of all +securities quoted on ASX ( including the securities in section 2 if applicable)

Number +Class
157,629,043
35,574,642
(Being 28,729,960 at
(2) above plus
6,844,952 CUXAM
options converted
to CUXO)
CUXOrdinary
CUXO–Options
exercise price 15 cents
and expiry 30 Nov 14
  • See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all Unlisted Options +securities not quoted on ASX Exercise Expiry ( including the securities in 2,300,000 20 cents 31 Dec 12 section 2 if applicable) 5,750,000 15 cents 30 Jun 13

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable?

12 Is the issue renounceable or non‐
renounceable?
13 Ratio in which the+securities
will be offered
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17 Policy for deciding entitlements
in relation to fractions
18 Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing
date
for
receipt
of
acceptances or renunciations
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

20 Names of any underwriters
21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to
the broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27 If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do+security holders sell
their entitlements_in full_through
a broker?
31 How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date

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) X 35,574,642 Options to convert to Ordinary shares with an exercise price of 15 cents and expiring 30 November 2014. Being options from Rights issue of 28,729,690 and CUXAM 6,844,952 options.

  • (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
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought

40 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

  • 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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: ........................................................ Date:. 30 Nov 12 (Director/Company secretary)

Print name: Malcolm Smartt...

== == == == ==

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Material Terms and Conditions of Options

Strike Price 15 cents Expiry 30 November 2014

The Options will entitle the holders to subscribe for Shares in the Company on the following terms:

  • (a) each Option entitles the holder, when exercised, to one (1) Share in the Company;

  • (b) the Options are exercisable at any time on or prior to 5.00pm (Eastern Standard Time) on 30 November 2014 ( Expiry Date ) by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;

  • (c) each option may be exercised by notice in writing to the Company during the period referred to in condition (a), accompanied by payment of 15 cents per share;

  • (d) an Option does not confer the right to a change in exercise price or a change in the number of underlying shares over which the Option can be exercised;

  • (e) the options will be listed;

  • (f) the Options are transferable;

  • (g) all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for the quotation on ASX of the Options and all Shares issued upon exercise of the Options;

(h) there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to and such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and

  • (i) if at any time the issued capital of the Company is reorganised, the rights of an Option holder are to be changed to the extent necessary to comply with the Listing Rules applying to the reorganisation of capital at the time of the reorganisation.
  • See chapter 19 for defined terms.

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