GRATIFII LIMITED — Capital/Financing Update 2011

Oct 19, 2011

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19 October 2011

To: Company Announcements Office ASX Limited, Exchange Centre 20 Bridge Street Sydney NSW 2000

ASX GRANTS WAIVERS – LISTING RULES 7.3.2 AND 10.13.3

As set out in Waratah Resources Limited’s (ASX:WGO) ( Waratah or the Company ) announcement to the market on 28 July 2011 ( Announcement ), Waratah has signed a binding share sale agreement ( Share Sale Agreement) to acquire 100% of the issued share capital of Galina Iron Limited ( Galina ) (a company incorporated in the British Virgin Islands) ( Transaction ) subject to a shareholders meeting to be held on 25 October 2011.

As set out in the Announcement, the total consideration payable by Waratah to acquire Galina is:

• (a) $3,000,000 in cash;

• (b) 10,000,000 fully paid ordinary shares in Waratah ( Initial Consideration Shares ), which will be issued in 2 tranches; and

• (c) 47 million deferred consideration shares, which may be issued in 2 tranches upon satisfaction of the Milestones disclosed in the Announcement ( Deferred Consideration Shares ).

The Company is pleased to announce that it has been granted waivers by ASX in relation to ASX Listing Rules 7.3.2 and 10.13.3 to conditionally allow the Company to issue:

• (d) 5 million tranche 2 Initial Consideration Shares (subject to the satisfaction of the Further Conditions, as defined in the Announcement); and

• (e) 47 million Deferred Consideration Shares (subject to the satisfaction of the Milestones, as defined in the Announcement),

outside of the period of 1 month or 3 months (as the case may be) after the date of the general meeting of Waratah’s shareholders ( Shareholders ) in accordance with the terms and conditions of the Share Sale Agreement ( Waivers ).

The Waivers have been granted on the following conditions:

• (f) The tranche 2 Initial Consideration Shares must be issued no later than one week following satisfaction of the Further Conditions, being the grant of the Keka 2 tenements, and in any case no later than 12 months after the date of Shareholder approval.

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• (g) The Deferred Consideration Shares must be issued no later than 36 months after the date of Shareholder approval.

• (h) For any annual reporting period during which any of the Shares have been issued or any of them remain to be issued, the Company’s annual report must disclose the number of Shares issued and the number that remain to be issued, and a summary of the Milestones for the Transaction upon which each tranche of Shares is to be issued, including those that were satisfied during that annual reporting period.

• (i) The Company releases the terms of the Waivers to the market immediately.

ENDS

For further information contact

Rob Orr

Company Secretary T (+61) 8 6365 4532

www.waratahresources.com.au