ENTERPRISE METALS LIMITED — Share Issue/Capital Change 2012

Jul 9, 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 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

Enterprise Metals Limited

ABN

43 123 567 073

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 Unlisted options issued 2 Number of[+] securities issued or to (22,782,001) be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Exercise price $0.25, expiry 20/06/2012 (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)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all No 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 N/A 6 Purpose of the issue Expiry of options. (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into N/A uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 213,220,776 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

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9Numberand+classof+securities not quoted on(_including_the securities in2 if applicable)10Dividend policy (in the castrust, distribution policy) oincreased capital (interests)Part 2 - Deleted – NOPart 3 - Quotation of sYou need only complete this section if you34Type of securities(tick one)	9Numberand+classof+securities not quoted on(_including_the securities in2 if applicable)	allASXclause	Number	Number	+Class
			3,000,0002,500,0003,225,806		25 cent Optionacquire one (1)intheComexercisableonbefore 22/11/20150 cent Optionacquire one (1)intheComexercisableonbefore 30/06/20125 cent Optionacquire one (1)	s tosharepany or2s tosharepany or3s tosharepany or3s tosharepany or3s tosharepany or4
					intheCom
					exercisableonbefore 01/06/201
			20,000,000		25 cent Option
			35,000,000		acquire one (1)intheComexercisableonbefore 12/07/20125 cent Optionacquire one (1)intheComexercisableonbf 12/07/201
					eore
		e of an theN/A
			N/A
		T APPLICABL		E
		ecuritiesare applying for quotation of s		ecurities

• 10 Dividend policy (in the case of a N/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) 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)

• See chapter 19 for defined terms.

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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

• 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.

• See chapter 19 for defined terms.

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• 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.

Dennis Wilkins COMPANY SECRETARY

Date: 10 July 2012

• See chapter 19 for defined terms.

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