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GRANGE RESOURCES LIMITED. Share Issue/Capital Change 2007

Mar 14, 2007

65014_rns_2007-03-14_cac480f2-3eb4-4aed-b483-e8010303f5ad.pdf

Share Issue/Capital Change

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STOCK EXCHANGE ANNOUNCEMENT

ISSUE OF SHARES AND APPENDIX 3B

15 March 2007

The directors of Grange Resources Limited ("Grange") advise that a total of 14,000 fully paid ordinary shares ("Shares") have been issued to 3 freehold landowners ("Pipeline Landowners") as part of the predevelopment activities for the Southdown Magnetite project pipeline alignment process.

As part of the Southdown Magnetite project. Grange proposes to transport the magnetite concentrate in slurry form 105 km by buried pipeline from the Southdown site into the Albany port area where it will be dewatered and filtered prior to stockpiling for shipping to Kemaman, Malaysia. The proposed pipeline alignment is to be secured via easements which presently affect a total of 47 freehold or leasehold landowners. 35 landowners have executed the relevant easement agreements to date. Easement negotiations with the remaining 12 landowners, which are mainly timber companies, are ongoing.

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

  • $(a)$ the Shares have been issued to the Pipeline Landowners for no consideration pursuant to section 708(15) of the Corporations Act;
  • $(b)$ Grange issued the Shares identified above without disclosure to the Pipeline Landowners under Part 6D.2 of the Corporations Act;
  • $(c)$ this notice is being given under section 708(5)(e) of the Corporations Act:
  • $(d)$ as at the date of this notice, Grange has complied with:
  • the provisions of Chapter 2M of the Corporations Act; and $(i)$
  • section 674 of the Corporations Act: $(ii)$
  • there is no information to be disclosed which is excluded information, as defined in sections $(e)$ 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 Neil Marston on + 61 (8) 9321 1118.

NEIL MARSTON Company Secretary

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.

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
  • 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)

14,000

Not Applicable

+ 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?
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
Yes
5 Issue price or consideration Nil
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
The purpose of the share issue is to assist the Company to
progress the pipeline alignment process as part of its pre-
development activities for the Southdown Magnetite Project.
7 Dates of entering "securities into
uncertificated holdings or despatch of
certificates
14 March 2007
8 Number and + class of all + securities
on ASX
(including
the
quoted
securities in clause 2 if applicable)
Number
104,675,599
$\overline{C}$ lass
Ordinary Fully Paid Shares

+ See chapter 19 for defined terms.

9 Number and + class of all + securities
not quoted on ASX (including the
securities in clause 2 if applicable)
Number *Class
1,500,000 Options exercisable at 50 cents
and expiring 30 June 2007
1,500,000 Options exercisable at \$1.25
1,500,000 and expiring on 30 June 2007
Options exercisable at \$1.50
1,000,000 and expiring on 30 June 2008
Options exercisable at \$2.50
and expiring on 30 June 2011

$1010$ 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?
  • Ratio in which the *securities will be 13 offered
  • $14$ *Class of *securities to which the offer relates
  • $15$ *Record date to determine entitlements
  • Will holdings on different registers (or 16 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
entiflements are to be dealt with. Cross reference: rule 7.7.

  • 19 Closing date for receipt of acceptances or renunciations
  • 20 Names of any underwriters

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

+ See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 (tick one) Type of securities
(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

(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

$\div$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number
for
which
οf
securities
*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
distribution) or interest
trust,
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: In the case of restricted securities, end of
restriction period
(if issued upon conversion of another
security, clearly identify that other
security)
Number $\overline{{}^{\dagger}$ Class
42 Number and tclass of all tsecurities
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.
  • $\overline{2}$ 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.
  • $\overline{4}$ 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:

(Director / Company Secretary)

Date: 15 March 2007

Print name:

Neil Marston.

+ See chapter 19 for defined terms.