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HAMMER METALS LIMITED Capital/Financing Update 2011

Sep 11, 2011

65065_rns_2011-09-11_7a860ef2-d0eb-461d-86a0-a66e91813970.pdf

Capital/Financing Update

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12 September 2011

FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS ISSUE

Midas Resources Limited (ASX: MDS) ( Midas or the Company ) is pleased to announce a fully underwritten renounceable rights issue ( Rights Issue ) of eight (8) fully paid ordinary shares ( New Shares ) for every fifteen (15) fully paid ordinary shares held as at 5:00pm (WST) on 23 September 2011 to shareholders with a registered address in Australia or New Zealand.

Pursuant to the Rights Issue, the Company will issue up to approximately 173,306,075 New Shares at an issue price of $0.018 each to raise approximately $3.12 million (before expenses of the issue).

New Shares under the Rights Issue will rank equally with the Company’s existing Shares and the Company will apply for quotation of the Shares.

The Company intends to apply the proceeds from the Issue (together with the Company’s existing cash reserves) towards exploration, drilling, evaluation, feasibility studies and general working on its Lake Carey and Leonora Gold Projects.

Patersons Securities Limited ( Patersons ) has been appointed as Lead Manager and Underwriter.

Rights issue will be open to shareholders registered as at 5pm WST on 23 September 2011 ( Record Date ) with address is in Australia and New Zealand ( Eligible Shareholders ).

A copy of the Prospectus together with an application form will be mailed to all Eligible Shareholders as per the timetable below:

Key Dates

The proposed timetable for the Rights Issue is as follows:

Lodgement Date 9 September 2011
Rights Trading Commences 19 September 2011
Record date to determine Entitlement 23 September 2011
Prospectus with Application Form dispatched 27 September 2011
Closing date for acceptances (5.00pm WST) 12 October 2011
Determine shortfall 14 October 2011
Despatch new shareholding statements 20 October 2011
Trading of New Shares expected to commence 21 October 2011

Note: The Company reserves the right to amend any or all of these events, dates and times.

Midas Resources Limited ABN 87 095 092 158 Level 1, 282 Rokeby Road, Subiaco WA 6904 t - +61 8 9388 2211 f - +61 8 9388 2600

e – [email protected] w – www.midasresources.com.au

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To participate in the Rights Issue, Optionholders have to convert their options in time to be registered as Shareholders on the Record Date, in accordance with the terms and conditions of the options.

A separate letter will be mailed to Optionholders.

A copy of the Prospectus and an Appendix 3B in respect of the Rights Issue follows this announcement.

- Ends -

For more information:

Mark Pitts

Company Secretary Endeavour Corporate +61 8 9316 9100

or,

Midas Resources Limited Level 1, 282 Rokeby Road, Subiaco Western Australia 6008 Phone: +61 8 9388 2211 Fax: +61 8 9388 2600

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

Midas Resources Limited

ABN

87 095 092 158

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
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)
Fully paid ordinary shares
173,306,075
Fully paid ordinary shares of the Company in
accordance with the Company’s constitution
  • 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 The shares issued under the Rights Issue will all respects from the date of rank equally with the existing fully paid allotment with an existing[+] class ordinary shares of the Company from the date of quoted[+] securities? of allotment. 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 $0.018 per share 6 Purpose of the issue The funds to be raised by the Company via the (If issued as consideration for the Rights Issue will be applied towards the acquisition of assets, clearly exploration, drilling, evaluation, feasibility identify those assets) studies and general working capital for the Company’s projects as detailed in the Prospectus dated 9 September 2011 and released to ASX. 7 Dates of entering +securities 20 October 2011 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 498,254,967 Fully paid ordinary shares +securities quoted on ASX ( including the securities in 48,126,293 Options exercisable at $0.03 clause 2 if applicable) on or before 30 November 2012

  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
1,500,000
1,500,000
200,000
500,000
600,000
$0.10 option exp 29/11/11
$0.20 option exp 29/11/11
$0.16 option exp 19/04/13
$0.16 option exp 15/11/13
$0.10 option exp 31/12/13
There is no intention to pay dividends.

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.
No
Renounceable
8 new shares for every 15 shares held at the
23 September 2011(record date).
Fully paid ordinary shares
Friday, 23 September 2011
No
Fractions will be rounded up to nearest whole
shares
All countries except Australia and New
Zealand.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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
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 entitlements_in full_through
a broker?
12 October 2011
Patersons Securities Limited
An underwriting fee of 5% of the total amount
underwritten
is
payable
to
Patersons
Securities Limited.
Not applicable

Not applicable
Not applicable
Not applicable
27 September 2011
9 September 2011
19 September 2011
5 October 2011
Complete the section marked “Instructions
to Stockbroker” on the back of the
application
form
accompanying
the
Prospectus
and
lodge
it
with
your
  • See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

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
stockbroker.
Complete
the
application
form
accompanying the Prospectus by inserting
the number of new shares that you wish to
accept and complete the section marked
“Instructions to Stockbroker” on the back of
the form in respect of the part of your
entitlement you wish to sell. Forward the
form to your stockbroker together with a
cheque for the total amount payable in
respect of the new shares accepted.
Forward a completed renunciation form
(obtainable through your stockbroker or the
Company’s share registry) together with your
application
form
completed
by
the
transferee together with a cheque for the
appropriate application monies to the
Company’s share registry.
20 October 2011

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

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

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)

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

24/10/2005

Appendix 3B New issue announcement

  • 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 +Class

42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

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.

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

  • 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: 12 September 2011

Print name: Mark Pitts

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

24/10/2005