EQUATORIAL RESOURCES LIMITED — Director's Dealing 2012

Jan 5, 2012

NO.983 $P.1/3$

Equatorial Resources Limited ABN 50 009 188 694 Level 9, BGC Centre, 28 The Esplanade, Perth, WA, Australia 6000 Phone: +61 8 9322 6322 Fax: +61 8 9322 6558

6 January 2012

Mr Sebastian Bednarczyk Australian Securities Exchange Level 8. Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sebastian

Appendix 3Y

I refer to your letter dated 6 January 2012 regarding the Change in Director's Interest Notice (Appendix 3Y) lodged on 15 December 2011.

The Company recognises that this notice was lodged outside the timeline prescribed in accordance with ASX Listing Rule 3.19.A.2. In response to the questions in your letter, we give the following answers:

$\mathcal{I}$ Please explain why the Appendix 3X was lodged late?

All Directors are aware of their obligations in relation to Listing Rule 3.19.A. Mr Peter Woodman provided the Company with details of his change of interests in securities. The Appendix 3X was prepared for lodgement but was inadvertently not lodged with ASX due to an administrative oversight. Procedures have been put in place to mitigate the risk of a similar error occurring again.

1. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

The Company has a formal policy (as announced to ASX on 22 December 2010) requiring Directors to notify the Company as soon as practicable, but not later than 5 business days, after they have commenced as a director, bought or sold the Company's securities or exercised options.

З. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

The current arrangements are believed to be adequate and the Company believes that each of the Directors understands their obligations to comply with the notification requirements after they have bought or sold the Company's securities or exercised options.

The Company is strongly committed to ensuring its compliance with the disclosure obligations in accordance with the share trading policy and the ASX Listing Rules.

Yours sincerely

GREG SWAN Company Secretary

ASX Compliance Ptv Limited ABN 26 087 780 489 Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

GPO Box D187 PFRTH WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

6 January 2012

Mr G Swan Company Secretary Equatorial Resources Limited Level 9 28 The Esplanade PERTH WA 6000

Email; qswan@apollo.com.au

Dear Greg

Equatorial Resources Limited (the "Company")- Director's Interest Notice

We refer to the following:

• $1₁$ The Appendix 3Y lodged by the Company with ASX on 15 December 2011.
• Listing rule 3.19A which requires an entity to tell ASX the following: $2.$
  • The notifiable interests of a director of the entity (or in the case of a trust, a director of the 3.19A.1 responsible entity of the trust) at the following times.
  • On 1 January 2002. $\bullet$
  • On the date that the entity is admitted to the official list. $\bullet$
  • On the date that a director is appointed. $\bullet$

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after 1 January 2002 or the entity's admission or a director's appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.
• The notifiable interests of a director of the entity (or in the case of a trust, a director of the 3.19A.3 responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.
• 1. Listing rule 3,19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the

$\frac{1}{2}$

information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 4. business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix indicated that the change occurred on 25 November 2011, it appears that the Appendix should have been lodged with the ASX prior to 5 December 2011. As the Appendix was lodged on 15 December 2011, it appears that the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: "Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities", we ask that you answer each of the following questions:

• $1.$ Please explain why the Appendix was jodged late.
• What arrangements does the Company have in place with its directors to ensure that it is able to meet its $2.$ disclosure obligations under listing rule 3.19A?
• If the current arrangements are inadequate or not being enforced, what additional steps does the Company 3 intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail at sebastian.bednarczyk@asx.com.au or by facsimile on facsimile number (08) 9221 2020. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (ie before 6.30 a.m. W.S.T.) on Tuesday, 10 January 2012.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely,

[Sent electronically without signature]

Sebastian Bednarczyk Adviser, Issuers (Perth)