EQ RESOURCES LIMITED — Capital/Financing Update 2012

Dec 6, 2012

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7 December 2012

Company Announcements Office Australian Securities Exchange

Carbine Tungsten Issue of Shares

Carbine Tungsten Limited (Carbine Tungsten or the Company) announces the issue of 2,980,000 ordinary shares and 2,400,000 performance rights following approval at the Company’s Annual General Meeting (AGM) held on 8 November 2012. Details of the shares issued are as follows:

• For the Non-Executive Chairman, Dr Leon Eugene Pretorius, to participate in the Shortfall under the Rights Issue, by subscribing for 480,000 Shares at $0.09 per Share, for a subscription amount of $43,200;

• For the Managing Director, Mr Andrew James (Jim) Morgan, to participate in the Shortfall under the Rights Issue, by subscribing for up to 1,500,000 Shares at $0.09 per Share, for a subscription amount of $135,000;

• For the Managing Director, Mr Andrew James (Jim) Morgan, to receive, for nil cash consideration, by way of settlement of amounts owing to him for past services provided to the Company, and as a sign-on fee, 400,000 Shares at $0.125 per Share;

• For the Non-Executive Chairman, Dr Leon Eugene Pretorius, to receive, for nil cash consideration, in lieu of Director's Fees for services for the year ended 30 June 2012, 400,000 Shares at $0.125 per Share;

• For Non-Executive Director, Dr Andrew Hewlett White, to receive, for nil consideration, in lieu of Director's Fees for services for the year ended 30 June 2012, 200,000 Shares at $0.125 per Share;

• The issue of 1,800,000 Performance Rights to Mr Andrew James (Jim) Morgan, Managing Director. The Performance Rights vest when the performance conditions set out in the Notice of AGM are met;

• The issue of 400,000 Performance Rights to Dr Leon Eugene Pretorius, Chairman of Directors. The Performance Rights vest when the performance conditions set out in the Notice of AGM are met; and

• The issue of 200,000 Performance Rights to Dr Andrew Hewlett White, Non-Executive Director. The Performance Rights vest when the performance conditions set out in the Notice of AGM are met.

Attached is the Appendix 3B for the issue of the above shares.

Carbine Tungsten Limited

ACN 115 009 106

Cairns Office: 50 Scott Street, Bungalow, Cairns QLD 4870, Tel: +61 7 4052 2400, Fax: +61 7 4052 2444 Registered Office: Suite 505, Level 5, 35 Lime Street, Sydney NSW 2000, Tel: +61 2 9279 1252, Fax: +61 2 9279 2727

Carbine Tungsten Issue of Shares

2

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, a 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 7 December 2012 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 7 December 2012 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.

Carbine Tungsten Limited

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Robert J Waring

Company Secretary

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

Carbine Tungsten Limited

ABN

77 115 009 106

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)	Ordinary fully paid shares and performance shares
	2,980,000 ordinary fully paid shares 2,400,000 performance shares
	Ordinary fully paid shares and performance shares issued following approval at the 8 November 2012 Annual General Meeting of the Company per attached letter.

• See chapter 19 for defined terms.

Appendix 3B Page 1

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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 6d Number of+securities issued with security holder approval under rule 7.1A	All fully paid ordinary shares rank equally in all respects with all existing fully paid ordinary shares previously issued by the Company. The performance shares will only rank equally with fully paid ordinary shares when the performance conditions are met, and they vest and convert into fully paid ordinary shares.
	Refer attached letter.
	Refer attached letter.
	No
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of[+] securities issued Not applicable with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued Not applicable under an exception in rule 7.2 6g If securities issued under rule Not applicable 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 Not applicable consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Not applicable issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 7 December 2012 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 275,962,719 Ordinary Fully ( including the securities in Paid Shares section 2 if applicable)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	1,500,000 450,000 950,000 2,400,000	30 November 2013 Options – exercise price 34 cents 17 November 2014 Options – exercise price 14 cents 17 November 2014 Options – exercise price 19 cents Performance Rights
	Full participation in any future dividends.

Part 2 - Bonus issue or pro rata issue

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

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Entities that have ticked box 34(b)

38 to 42 Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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.

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Sign here: ............................................................ (Director/Company secretary)

Date: 7 December 2012

Print name: Robert J Waring

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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

Add the following:

• Add the following: The Company did not seek shareholder approval at its AGM under ASX Listing

• • Number of fully paid ordinary securities Rule 7.1A.

• issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid ordinary securities cancelled during that 12 month period

• “A”

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15

[Note: this value cannot be changed] Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

“C”

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15

Note: number must be same as shown in Step 2

Subtract “C” Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E”

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 10

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