FOCUS MINERALS LTD — Share Issue/Capital Change 2013

Apr 23, 2013

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24 April 2013

Company Announcements Office ASX Limited Level 8 Exchange Plaza 2 The Esplanade Perth WA 6000

- Focus Minerals Ltd (Focus, ASX: FML) Takeover of remaining Focus Minerals (Laverton) Ltd shares

We refer to Focus’ takeover of the remaining Shares in Focus Minerals (Laverton) Ltd.

In accordance with Listing Rules 4.10.7 and 4.10.9, we attached a distribution schedule of shares, updated Top 20 list and an Appendix 3B.

The attached Appendix 3B is for the issue of 300,694,977 FML shares in exchange for Focus minerals (Laverton) Limited shares which takes our ownership of this company to 99.185% (from 81.57%).

Focus will now commence the compulsory acquisition process under the Corporations Act to acquire all outstanding shares it has not acquired under the Offer and a further Appendix 3B will be issued when the remaining 0.815% is acquired.

Yours faithfully

On behalf of FOCUS MINERALS LIMITED

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Paul Fromson Company Secretary & CFO

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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 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

Focus Minerals Ltd

ACN

005 470 799

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
	300,694,977
	Ordinary fully paid shares

• 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) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)	As from allotment all shares will rank pari passu with existing shares.	As from allotment all shares will rank pari passu with existing shares.
	Issued as consideration under a Chapter 6 takeover of Focus Minerals (Laverton) Ltd as per the Bidder’s Statement dated 19 March 2013.
	As part of consideration for the securities being acquired under a Chapter 6 takeover of Focus Minerals (Laverton) Ltd as per the Bidder’s Statement dated 19 March 2013.
	23 April 2013
	Number	+Class
	9,123,466,329	Ordinary fully paid shares

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	13,500,000	Options exercisable at 12.3 cents on or before 30/06/2014
	15,000,000	Options exercisable at 5.0 cents on or before 28/02/2016
	N/A

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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

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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

N/A

N/A

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

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

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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) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 6

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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: 24 April 2013 (Director/Company secretary)

Print name: Paul Fromson, Company Secretary

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• See chapter 19 for defined terms.

Appendix 3B Page 7

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FOCUS MINERALS LTD

Rank	Name	Units	% of Units
1.	SHANDONG GOLD INTERNATIONAL MINING CORPORATION LIMITED	4,501,997,651	49.35
2.	JP MORGAN NOMINEES AUSTRALIA LIMITED	628,804,592	6.89
3.	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	295,187,137	3.24
4.	NATIONAL AUSTRALIA TRUSTEES LIMITED <12849500 A/C>	246,047,887	2.70
5.	NATIONAL NOMINEES LIMITED	239,693,866	2.63
6.	J P MORGAN NOMINEES AUSTRALIA LIMITED	156,831,487	1.72
7.	CITICORP NOMINEES PTY LIMITED	136,420,050	1.50
8.	MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED	60,243,123	0.66
9.	JP MORGAN NOMINEES AUSTRALIA LIMITED	48,530,233	0.53
10.	GULARA PTY LTD	38,429,850	0.42
11.	MR GRAHAM EDWARD DUNJEY + MRS LINDA MARY DUNJEY	26,181,599	0.29
12.	PETER ERMAN PTY LIMITED	24,527,182	0.27
13.	MRS RITA MAY GODFREY	22,966,000	0.25
14.	INVESTEC BANK (AUSTRALIA) LIMITED	22,000,000	0.24
15.	ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD	20,615,807	0.23
16.	MR GRAHAM PAUL ELLIS + MRS ETERNALINA ELLIS	20,000,000	0.22
17.	BROADARROW GOLDMINES PTY LTD	18,116,224	0.20
18.	GEARED INVESTMENTS PTY LTD	18,000,000	0.20
19.	GULARA PTY LTD	17,763,207	0.19
20.	CR INVESTMENTS PTY LTD	17,145,966	0.19
Totals: Top 20 holders of ORDINARY SHARES (TOTAL)		6,559,501,861	71.90
Total Remaining Holders Balance		2,563,964,468	28.10

Note: Total shares on issue is currently 9,123,466,329. This will increase on the completion of the mandatory acquisition and conversion of the remaining 0.815% of Focus Minerals (Laverton) Ltd Shares.

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FOCUS MINERALS LTD

ORDINARY SHARES (TOTAL) As of 28 Mar 2013

Range of Units Snapshot

Composition : ORD

	Range	Total holders	Units	% of Issued Capital
	1 - 1,000	341	85,633	0.00
	1,001 - 5,000	531	1,751,139	0.02
	5,001 - 10,000	1,131	9,704,143	0.11
10,001 - 100,000		6,070	286,554,734	3.25
100,001 -	9,999,999,999	3,850	8,524,675,703	96.62
	Rounding			0.00
	Total	11,923	8,822,771,352	100.00
Unmarketable Parcels
	Minimum Parcel Size		Holders	Units
Minimum $ 500.00 parcel at $ 0.0220 per unit		22728	3678	39678922

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