GALE PACIFIC LIMITED — Capital/Financing Update 2012

Sep 23, 2012

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

GALE PACIFIC LIMITED

ABN

80 082 263 778

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 Performance Rights issued

• 2 Number of[+] securities issued or to be 6,650,000 issued (if known) or maximum number which may be issued

• 3 Principal terms of the[+] securities (eg, if 1. Each Performance Right grants a right to options, exercise price and expiry date; acquire a fully paid ordinary share in the if partly paid[+] securities, the amount Company subject to satisfaction of relevant outstanding and due dates for payment; performance conditions. The performance if[+] convertible securities, the conversion conditions are based on the Company’s price and dates for conversion) diluted earnings per share and continuation of employment over a performance period of 3 years.

• 1. Performance Rights have been granted at no cost to the Employees.
• 1. The date of grant of the Performance Rights is 20 September 2012.
• 1. There is no amount payable by an Employee upon vesting of a Performance Right.
• 1. An unvested Performance Right will lapse upon the earliest to occur of:

• a. The Employee ceasing to be an employee of a Group Company before a Performance Right has vested by reason of his death, disability, bona fide redundancy or other reason approved by the Board, except to the extent to which the Board determines that such

• See chapter 19 for defined terms.

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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)	Performance Rights will be deemed to vest; b. The Employee ceasing to be an employee of a Group Company for any reason other than set out in the paragraph immediately above; c. The Employee attempting an unauthorised transfer of the Performance Right in accordance with Plan rules; d. The Employee failing to meet the Performance Conditions in the prescribed period; or e. the 10 year anniversary of the Date of Grant of the Performance Right.	Performance Rights will be deemed to vest; b. The Employee ceasing to be an employee of a Group Company for any reason other than set out in the paragraph immediately above; c. The Employee attempting an unauthorised transfer of the Performance Right in accordance with Plan rules; d. The Employee failing to meet the Performance Conditions in the prescribed period; or e. the 10 year anniversary of the Date of Grant of the Performance Right.
	No. Performance Rights will not be quoted or rank equally with any class of quoted securities. However, fully paid ordinary shares issued on the vesting of the Performance Rights will be quoted. Under the terms of issue of the Performance Rights, those shares will rank:  For any dividend with a record date (for determining entitlements to it) which is the same as or after the date of issue of the shares equally with the fully paid ordinary shares then on issue; and  From the date of issue of the shares, in all other respects, equally with the fully paid ordinary shares then on issue.
	NIL
	The Performance Rights are issued to the Employee under the Company’s Performance Share Plan as approved by shareholders at the Company’s Annual General Meeting on 17 November 2009 as a standard component of remuneration and is intended to comprise the long term incentive component of the Employee’ remuneration.
	20 September 2012
	Number	+Class
	295,441,658	ORDINARY FULLY PAID SHARES

• See chapter 19 for defined terms.

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Number +Class 9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 7,385,000 Performance Rights 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Rank Equally Part 2 - Bonus issue or pro rata issue 11 Is security holder approval required? N/A 12 Is the issue renounceable or non- renounceable? N/A 13 Ratio in which the+securities will be offered N/A 14 +Class of+securities to which the offer relates N/A 15 +Record date to determine entitlements N/A 16 Will holdings on different registers (or sub registers) be aggregated for calculating entitlements? N/A 17 Policy for deciding entitlements in relation to fractions N/A 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. N/A 19 Closing date for receipt of acceptances or renunciations N/A 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders N/A	Number	+Class
	7,385,000	Performance Rights
	Rank Equally
	N/A
	N/A
	N/A
	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.

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

• See chapter 19 for defined terms.

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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 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)

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.

• See chapter 19 for defined terms.

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• 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.

• 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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S ophie Karzis Company Secretary 24 September 2012

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• See chapter 19 for defined terms.

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