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GRANGE RESOURCES LIMITED. Share Issue/Capital Change 2009

Jan 1, 2009

65014_rns_2009-01-01_5402ef44-da5d-49d9-a910-72d4efd60153.pdf

Share Issue/Capital Change

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Appendix 3B New issue announcement

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 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

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).

1 +Class of+securities issued or to be Ordinary Shares
issued
2 Number of+securities issued or to (1) 342,022,999
be issued (if known) or maximum (2) 38,002,555
number which may be issued
3 Principal terms of the+securities (eg, The Shares are being issued pursuant to a Share
if options, exercise price and expirydate; if partly paid+securities, theamount outstanding and due datesforpayment;if+convertible Sale Agreement entered into on 24 September2008 for the merger of Grange and AustralianBulk Minerals
securities, the conversion price and
dates for conversion)
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes. Although, in relation to the Item (1) respects from the date of allotment shares, these are subject to voluntary escrow with an existing[+] class of quoted until 9 December 2009. Otherwise the +securities? securities rank equally with all other ordinary shares.

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

Issued pursuant to the Share Sale Agreement

  • 6 Purpose of the issue Shares issued in accordance with the Share Sale (If issued as consideration for the Agreement for the merger of Grange and acquisition of assets, clearly identify Australian Bulk Minerals and the resolutions those assets) passed at the General Meeting held on 12 December 2008 approving the merger.

  • 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 153,320,654 Ordinary fully paid +securities quoted on ASX 342,022,999 Ordinary fully paid ( including the securities in clause 2 (subject to voluntary if applicable) 495,343,653 escrow)

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9Numberand+classofall+securities not quoted on ASX(_including_the securities in clause 2if applicable) Number +Class
9,000,0002,100,0002,100,0002,100,000150,000150,000150,000175,000 Unlisted options exerciseable at $1.50 andexpiring 28 September 2010.Unlisted options exerciseable at $2.05 andexpiring 6 March 2012 (vested on change ofcontrol)Unlisted options exerciseable at $3.00 andexpiring 6 March 2012 (vested on change ofcontrol).Unlisted options exerciseable at $3.50 andexpiring 6 March 2012 (vested on change ofcontrol).Unlisted options exerciseable at $2.05, vesting 1May 2009 and expiring 1 May 2012.Unlisted options exerciseable at $3.00, vesting 1May 2010 and expiring 1 May 2012.Unlisted options exerciseable at $3.50, vesting 1May 2011 and expiring 1 May 2012.Unlisted options exerciseable at $2.05, vesting 1July 2009 and expiring 30 June 2012.
  • 10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue – N/A

  • 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

  • 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

  • 17 Policy for deciding entitlements in relation to fractions

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

18Names of countries in which theentity has+security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling fee payableto brokers who lodge acceptancesor renunciations on behalf of+security holders25If the issue is contingent on+security holders’ approval, the dateof the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)30How do+security holders sell their
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

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)[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

Entities that have ticked box 34(b)

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Appendix 3BNew issue announcement Appendix 3BNew issue announcement Appendix 3BNew issue announcement Appendix 3BNew issue announcement
38Number of securities f
38Number of securities f or which
+quotation is sought
39Class of+securities fo r which
quotation is sought
40Do the+securities rank equ ally in all
respects from the date of allotmentwith an existing+class of quoted+securities?If the additional securities do notrank equally, please state:• the date from which they do• theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment• the extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment41Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(ifissueduponconversion ofanother security, clearly identify thatother security)42Number and+class of all+securitiesquoted on ASX (_including_thesecurities in clause 38)
distribution or interest payme nt
Reanow son for request for quota tion
Exam ple: In the case of restricted securities, end of
restri ction period
(if issueduponconversion of
ano ther security, clearly identify that
oth er security)
Number +Class
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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.

Sign here:

Date: 2 January 2009 ( Director/C ompany secretary)

Print name: Stacey Apostolou

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

2 January 2009

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N o t i c e u n d e r S e c t i o n 7 0 8 A

Grange Resources Limited (“the Company”) has issued 380,025,554 ordinary fully paid shares.

The issued shares are part of a class of securities quoted on the Australian Stock Exchange Limited.

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act.

The shares were issued without disclosure to investors under Part 6D.2, in reliance on Sections 708 and 708A(5) of the Corporations Act.

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

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

  • (b) Section 674 of the Corporations Act.

There is no excluded information for the purposes of Section 708A(7) and (8) of the Corporations Act.

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