EV RESOURCES LTD — Share Issue/Capital Change 2012

Jul 16, 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, 24/10/2005.

Name of entity

Victory West Metals Limited

ABN

66 009 144 503

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 Shares
	2,999,600
	Ordinary Shares

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

4 Do the[+] securities rank equally in all Yes – rank equally with fully paid ordinary respects from the date of allotment shares 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 $0.035 per share 6 Purpose of the issue Issued pursuant to conversion of convertible (If issued as consideration for the loan agreement acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into 17 July 2012 uncertificated holdings or despatch of certificates Number +Class 8 Number and[+] class of all[+] securities 176,577,277 Ordinary Shares quoted on ASX ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2 if applicable)

Number	+Class
1,000,000 1,000,000 10,000,000	Unquoted $0.25 Milestone A options expiring 31 August 2014 Unquoted $0.25 Milestone B options expiring on 31 August 2014 Performance Shares

• 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?
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
20	Names of any underwriters

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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.

Appendix 3B Page 5

1/1/2003

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.

Appendix 3B Page 6

1/1/2003

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: ...17/07/2012... (Director/Company secretary)

Print name: ............Luke Martino.................

== == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

SECTION 708A NOTICE

Pursuant to Section 708A(5)(e) of the Corporations Act 2001, the Company advises that the Corporations Act 2001 restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By giving this notice, the Company confirms that it issued the relevant securities without a disclosure document under Chapter 6D of the Corporations Act 2001. Further:

• (a) this notice is given under paragraph 708A(5)(e); and

• (b) as at the date of the notice, the Company has complied with:

• (i) the provisions of Chapter 2M as they apply to the body; and

• (ii) section 674; and

• (c) the Company is not withholding any “excluded information” from ASX as at the date of the notice.

We note that on 18 June 2012, the Company announced that it had signed a Share Purchase Agreement with the shareholders of South East Asia Energy Resources Pte Ltd (SEAE), to acquire 100% of SEAE, a special purpose company registered in Singapore that has contractual rights in the Penajam East Coal project in East Kalimantan, Indonesia. In addition the SEAE group brings a pipeline of potential Coal opportunities in East Kalimantan.

The abovementioned agreement is subject to due diligence, shareholder approval and regulatory approvals if required. These matters are still ongoing. Once completed and subject to favorable outcomes, the Company will convene a general meeting of shareholders to consider this matter.

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003