GOLD MOUNTAIN LIMITED — Capital/Financing Update 2012

Nov 29, 2012

ACN 115 845 942

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Attn. Company Announcements Office

Australian Securities Exchange

30 November 2012

SPP Shares Allotted, Section 708A Notice and Appendix 3B

Commissioners Gold Limited (CGU) ( Company) is pleased to announce it has closed its Share Purchase Plan ( SPP ) offered to existing Shareholders on 28 November 2012 and allotted 5,173,318 ordinary shares, raising $232,800.

As announced, the funds raised pursuant to the SPP will be used to assist the 25% investment in Goldsmith Resources SAC the operator of the Mollehuaca-Santa Rosa Project in Peru and general working capital.

The Directors now have discretion to place up to 6,626,682 SPP shortfall Shares at 4.5 cents per share to raise up to a further $298,200.

In making the issue of 5,173,318 ordinary shares, the Company relies on section 708A(5) of the Act and gives notice under Sections 708A(5)(e) and 708A(6) of the Act of the following details:

• 1 the Shares were issued without disclosure under Part 6D.2 of the Act;

• 2 this notice is being given under section 708A(5)(e) of the Act;

• 3 as at the date of this notice, the Company has complied with:

• (a) the provisions of Chapter 2M of the Act as they apply to the Company, and

• (b) section 674 of the Act; and

• 4 as at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Act.

Please find a revised Appendix 3B attached.

Yours faithfully

Keith Taylor

K R Taylor Company Secretary

e 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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Commissioners Gold Limited

ABN

79 115 815 942

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 and Options.
	5,173,318 Ordinary Shares 500,000 Options
	Ordinary Shares issued under a Share Purchase Plan ranking equally with existing ordinary shares. Options to each acquire one fully paid Ordinary Share with an exercise price of $0.07 at an exercise period expiry date of 31 December 2016.

4 Do the[+] securities rank equally Ordinary fully paid Shares rank equally. in all respects from the date of allotment with an existing[+] class of quoted[+] securities? Options to each acquire one fully paid If the additional securities do Ordinary Share with an exercise price of not rank equally, please state: the date from which they do $0.07 at an exercise period expiry date of the extent to which they 31 December 2016. 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 $0.045 per Share, nil per Option 6 Purpose of the issue Issue of Shares to assist the 25% (If issued as consideration for investment in Goldsmith Resources SAC the acquisition of assets, clearly the operator of the Mollehuaca-Santa identify those assets) Rosa Project in Peru and general working capital. Issue of Options for services provided to the Company under an Executive Employment Agreement, passed as Resolution 6 at the Annual General Meeting 14 November 2012.

6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

Yes

• 6b The date the security holder 14/11/2012 resolution under rule 7.1A was passed

• 6c Number of[+] securities issued Nil without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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Appendix 3B Page 3

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 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 section 2 if applicable)	Nil	Nil
	500,000 Options approved 14/11/2012
	5,173,318 Ordinary Shares Issued under ListingRule 7.2exception 15
	N/A
	N/A
	Rule 7.1 567,340 equity securities Rule 7.1A 3,982,301 equity securities
	28 November 2012
	Number	+Class
	38,216,729	Ordinary Shares

• See chapter 19 for defined terms.

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Appendix 3B Page 4

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	6,512,392 750,000 500,000 750,000 500,000	Ordinary Shares- Restricted Options with an exercise price of $0.25 at an expiry date of 31 December 2013. Options with an exercise price of $0.18 at an expiry date of 31 December 2014. Options with an exercise price of $0.30 at an expiry date of 31 December 2015. Options with an exercise price of $0.07 at an expiry date of 31 December 2016.

10 Dividend policy (in the case of a No Dividend policy 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 nonrenounceable?

• 13 Ratio in which the[+] securities will be offered

• 14 +Class of +securities to which the offer relates

• 15 +Record date to determine entitlements

• See chapter 19 for defined terms.

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Appendix 3B Page 5

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
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

• See chapter 19 for defined terms.

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Appendix 3B Page 6

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

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)[Ordinary Shares 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

• See chapter 19 for defined terms.

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Appendix 3B Page 7

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

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

• See chapter 19 for defined terms.

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Appendix 3B Page 8

• 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.

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• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

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• There is no reason why those[+] securities should not be granted +quotation.

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• 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

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• 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.

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• 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.

• See chapter 19 for defined terms.

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Appendix 3B Page 9

• 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: Keith Taylor ......................................... ~~(Director~~ /Company secretary)

Date: 30.11.2012

Print name: ......Keith R Taylor...........................................

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 10

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary 34,649,692
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 5,173,318
issued in that 12 month period under an
exception in rule 7.2
Nil
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
Nil
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 39,823,010
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• See chapter 19 for defined terms.

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Appendix 3B Page 11

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	5,973,451
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	5,406,111
“C”	5,406,111
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	5,973,451
Subtract“C” Note: number must be same as shown in Step 3	5,406,111
Total[“A” x 0.15] – “C”	567,340 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 12

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 39,823,010 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 3,982,301

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or Nil agreed to be issued in that 12 month period under rule 7.1A Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	3,982,301
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	3,982,301 Note: this is the remaining placement capacity under rule 7.1A