GORILLA GOLD MINES LTD — Capital/Financing Update 2012

Dec 19, 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 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:

Mintails Limited (ASX: MLI)

ABN:

45 008 740 672

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

a-f) Ordinary Shares g-i) Unlisted Options

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

• a) 91,548 b) 286,932 c) 87,048 d) 437,930 e) 135,000 f) 470,000 g) 600,000 h) 600,000 i) 800,000

• 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)

• a-f) Pari Passu with existing Ordinary Fully Paid Shares (MLI)

• g) Unlisted options exercisable @ $0.16 each on or before 20/12/2018

• h) Unlisted options exercisable @ $0.22 each on or before 20/12/2018

• i) Unlisted options exercisable @ $0.30 on each on or before 20/12/2018

• See chapter 19 for defined terms. Appendix 3B Page 1

01/08/2012

• 4 Do the[+] securities rank equally in all a-f) Yes respects from the date of allotment with an g-i) Yes, upon exercise into ordinary shares 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

a-f) Nil exercise price g-i) Nil consideration

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6hin relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 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	a-b) Exercise of MLIAU options @ $0.00 on or before 02/01/2013 c-d) Exercise of MLIAU options @ $0.00 on or before 06/06/2014 e-f) Exercise of MLIAI options @ $0.00 on or before 29/06/2015 g-i) In satisfaction of employment arrangements
	No
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms. Appendix 3B Page 2

01/08/2012

• 6g If securities issued under rule 7.1A, was issue N/A 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

N/A

• 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

N/A

7 Dates of entering +securities into a,c,e) 12 December 2012 uncertificated holdings or despatch of b,d,f) 20 December 2012 certificates g-i) 20 December 2012

• 8 Number and[+] class of all[+] securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
154,555,645	Ordinary Shares (MLI)

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

Number	+Class	+Class	+Class
Amount	Exercise Price	Expiration Date	ASX Code
44,998 100,000 94,500 2,750,000 1,600,000 1,600,000 800,000 800,000 150,500 600,000 600,000 800,000 9,939,998	$0.00	02 Jan 2013	MLIAU
	$3.00	26 Aug2013	MLIAM
	$0.00	06 Jun 2014	MLIAU
	$0.45	11 Dec 2014	MLIAK
	$0.18	21 Dec 2017	MLIAI
	$0.24	21 Dec 2017	MLIAI
	$0.18	21 Dec 2018	MLIAI
	$0.24	21 Dec 2018	MLIAI
	$0.00	29 Jun 2015	MLIAI
	$0.16	20 Dec 2018	TBA
	$0.22	20 Dec 2018	TBA
	$0.30	20 Dec 2018	TBA
	Total

• See chapter 19 for defined terms. Appendix 3B Page 3

01/08/2012

10 Dividend policy (in the case of a trust, Unchanged 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
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

• See chapter 19 for defined terms. Appendix 3B Page 4

01/08/2012

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
	entitlementsin fullthrough a broker?
31	How do+security holders sellpartof 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)[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

• See chapter 19 for defined terms. Appendix 3B Page 5

01/08/2012

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 ]

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 (if issued upon conversion of another security, clearly identify that other security)

Example: In the case of restricted securities, end of restriction

period

• 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

01/08/2012

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.

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Sign Here: Company Secretary

Date: Thursday 20[th] December 2012

Print Name: Phillip Hains

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20.12.2012

The CFO Solution

• See chapter 19 for defined terms. Appendix 3B Page 7

01/08/2012

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ASX ANNOUNCEMENT

Notice Under Section 708A(5) of the Corporations Act [ASX Code: MLI]

Thursday 20[th] December 2012

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

Type:	Options	Options	Options
Class/Description:	Unlisted (details below)	Unlisted (details below)	Unlisted (details below)
ASX Code:	To be advised	To be advised	To be advised
Date of Issue:	20thDecember 2012	20thDecember 2012	20thDecember 2012
Number Issued:	600,000 exercisable at $0.16 on or before 20/12/2018	600,000 exercisable at $0.22 on or before 20/12/2018	800,000 exercisable at $0.30 on or before 20/12/2018
Issue Price per Security:	Nil consideration	Nil consideration	Nil consideration

The Company intends to apply to Australian Stock Exchange Limited for quotation of the above shares.

Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2. as at the date of this notice the Company has complied with:

3. (i) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

4. (ii) section 674 Corporations Act; and

5. as at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

For and on behalf of the Company,

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Phillip Hains Company Secretary