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GRANGE RESOURCES LIMITED. Capital/Financing Update 2005

Nov 24, 2005

65014_rns_2005-11-24_501e2910-dbd4-44a3-9534-6c30105bd892.pdf

Capital/Financing Update

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STOCK EXCHANGE ANNOUNCEMENT

ISSUE OF PLACEMENT SHARES AND APPENDIX 3B

25 November 2005

On 21 November 2005, Grange Resources Limited ("Grange") announced the successful completion of a share placement which comprised of the issue of 8,000,000 fully paid ordinary shares ("Shares") raising a total amount of \$10.8 million.

The Shares are part of a class of securities quoted on Australian Stock Exchange Limited ("ASX") and may be subject to a subsequent offer for sale.

In accordance with section 708A(5)(e) of the Corporations Act. Grange gives notice that:

  • the Shares have been placed with investors pursuant to section 708 of the Corporations Act; $(a)$
  • $(b)$ Grange issued the Shares identified above without disclosure to investors under Part 6D.2 of the Corporations Act;
  • $(c)$ this notice is being given under section 708A(5)(e) of the Corporations Act;
  • As at the date of this notice. Grange has complied with: $(d)$
  • $(i)$ the provisions of Chapter 2M of the Corporations Act; and
  • $(ii)$ Section 674 of the Corporations Act;

There is no information to be disclosed which is excluded information, as defined in sections 708A(7) and 708A(8) of the Corporations Act, as at the date of this notice.

An application for quotation of the Shares on ASX is being made and Appendix 3B is attached.

For further information visit the Grange website at www.grangeresources.com.au or alternatively contact Mark Smith on + 61 (8) 9321 1118.

MARK SMITH Company Secretary

P.O. Box 7025, Cloisters Square, Perth 6850 Level 11, 200 St Georges Tce, Perth, Western Australia 6000 Telephone +61 8 9321 1118 Facsimile +61 8 9321 1523 Email [email protected] www.grangeresources.com.au

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 17796. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000. 30/9/2001. 11/3/2002.

NAME OF ENTITY

Grange Resources Limited

ABN

80 009 132 405

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).

$\mathbf{1}$ +Class of +securities issued or to be issued

Ordinary Fully Paid Shares

  • $\overline{2}$ Number of "securities issued or to be issued (if known) or maximum number which may be issued
  • $\overline{3}$ 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)

8.000.000

Not Applicable

$\div$ See chapter 19 for defined terms.

4 Do the securities rank equally in all
respects from the date of allotment with
an existing
class of quoted *securities?
Yes
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
distribution) or interest
a trust,
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 \$1.35
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
following activities:
the Company.
The purpose of the issue is to provide funding for the
costs associated with identifying and securing
funding for the construction phase of the
Southdown Magnetite Project which includes
the Albany mine and export facilities and the
Kemaman pellet project and port facilities.;
the evaluation of a number of potential new
projects identified by the Company; and
the provision of additional working capital for
7 Dates of entering *securities into
uncertificated holdings or despatch of
certificates
25 November 2005
8 Number and + class of all + securities Number
90,749,259
+ Class
Ordinary Fully Paid Shares
ASX
including)
quoted on
the
securities in clause 2 if applicable)

+ See chapter 19 for defined terms.

$\mathbf{Q}$ Number and *class of all *securitie not quoted on ASX (including the securities in clause 2 if applicable)

Number + Class
s 4,285,715 Options exercisable at 50 cents
e and expiring 28 November 2007
1,500,000 Options exercisable at 50 cents
and expiring 30 June 2007
1,500,000 Options exercisable at \$1.25
and expiring on 30 June 2007
1,500,000 Options exercisable at \$1.50
and expiring on 30 June 2008
1,000,000 Options exercisable at \$2.50
and expiring on 30 June 2011

$10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not Applicable

Part 2 - Bonus issue or pro rata issue

Is security holder approval required? $11$ 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 *Record date to determine entitlements 15 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

+ See chapter 19 for defined terms.

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
entitle
option
holders
terms

participate on exercise, the date on
which notices will be sent to option
holders
28 Date rights
trading will begin
(if
applicable)
29. rights
trading will
(if
Date
end
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?

+ See chapter 19 for defined terms.

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 guotation of securities

34 Type of securities
(tick one)

Securities described in Part 1 $(a)$

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

(If the additional securities do not form a new class, go to 43)

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

(now go to 43)

$\div$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 which
Number
securities
for
οf
*quotation is sought
Not Applicable
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
trust, distribution) or interest
a.
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: 18 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)

Number + Class
  • See chapter 19 for defined terms.

Ouotation agreement

  • *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
  • $\overline{\mathcal{L}}$ 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.
  • $\mathbf{3}$ 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.
  • $\overline{4}$ 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 November 2005 Mark Smith .................................... (Director / Company Secretary)

Print name: Mark Smith.

$\div$ See chapter 19 for defined terms.