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GATEWAY MINING LIMITED Share Issue/Capital Change 2007

Sep 13, 2007

64999_rns_2007-09-13_e1586007-8db5-4583-b5fc-fda857ee3eea.pdf

Share Issue/Capital Change

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14 September 2007

Company Announcements Office ASX Limited

– Appendix 3B Issue of Shares, Exercise of Options and Issue of Options

Attached is an Appendix 3B New Issues Announcement relating to an Issue of shares to Gateway Mining Limited (ASX:GML) in accordance with the agreement to acquire a 70% interest in the Montague Gold Project and the issue of unlisted options to an employee of the company in accordance with the Employee Share Option Plan.

Guy Robertson Company Secretary WCP Resources Ltd

WCP Resources Ltd

www.wcpresources.com.au

ACN 002 664 495

Level 1, 161 Sussex Street Sydney NSW 2000 Australia

Ph: +61 2 9248 6900 Fax: +61 2 9262 1559 Email: [email protected]

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

14 September 2007

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

WCP Resources Ltd

ABN 50 002 664 495

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
1,958,251 ordinary shares
500,000 unlisted options issued.
Ordinary shares to be issued at a
deemed price of 25.5 cents per share as
settlement for interest in West
Australia Gold Projects in accordance
with agreement, and subject to escrow
until 4 December 2007.
The unlisted options have an exercise
price of 20 cents and expire on 17 July
2012
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

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)
Yes Yes
25.5 cents per ordinary share
Ordinary shares to be issued to Gateway
Mining Limited (ASX:GML) as part of an
agreement to acquire an interest in West
Australia Gold Projects.
Options issued in accordance with Employee
**Share Option Plan **
14 September 2007
Number +Class
217,599,725
4,000,000
1,000,000
112,246,208
Shares – code WCP
Shares – subject to
voluntary escrow (to 10 Oct
2007 or earlier date if
certain events occur)
Shares – subject to
voluntary escrow (to 21 Feb
2008)
Options with a 4 cent
exercise price, expiry date
30 June 2010
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 3

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
6,250,000
1,958,251
3,000,000
6,125,000
500,000
3,100,000
Fully paid ordinary shares
with same rights as quoted
shares coded WCP. Subject
to escrow (to 4 Dec 2007)
Fully paid ordinary shares
with same rights as quoted
shares coded WCP. Subject
to escrow (to 4 Dec 2007)
Unquoted options with a
20 cent exercise price, expire
22 Nov 2011
Unquoted options with a
20 cent exercise price, expire
31 Dec 2008
Unquoted options with a
20 cent exercise price, expire
26 April 2012
Unquoted options with a 20
cent exercise price, expire 12
June 2012
500,000 Unquoted options with a 20
cent exercise price, expire 17
July 2012
Not applicable

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33

Questions 11 to 33 are not applicable

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

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 N/A

Entities that have ticked box 34(b)

Questions 38 to 42

Questions 38 to 42 are not applicable

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 5

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.

  • 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: Date: 14 September 2007

Print name: Guy Robertson - Company Secretary

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 6