HAVILAH RESOURCES LIMITED — Share Issue/Capital Change 2012

Aug 22, 2012

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.

Name of entity

Havilah Resources NL ABN 39 077 435 520

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
	691,957 fully paid ordinary shares on exercise of listed options (HAVO) 4,825 fully paid ordinary shares on exercise of listed options(HAVOA)
	696,782 fully paid ordinary shares ranking equally with currently quoted ordinary shares from the date of allotment

• See chapter 19 for defined terms.

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• 4 Do the[+] securities rank equally in all Fully paid ordinary shares will rank equally respects from the date of allotment with currently quoted ordinary shares. 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

5 Issue price or consideration 691,957 shares at 50c share option exercise price. 4,825 shares at 75c share option exercise price. 6 Purpose of the issue Exercise of 691,957 listed options (HAVO) to (If issued as consideration for the acquire ordinary shares on or before 30 October acquisition of assets, clearly identify 2013. those assets) Exercise of 4,825 listed options (HAVOA) to acquire ordinary shares on or before 23 March 2014.

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

21 August 2012

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	Up to 120,326,411 Up to 10,856,227 19,216,647 1,797,531	Fully paid ordinary Shares.(pending Rights Issue) Listed options having an exercise price of $1.00 and an expiry date of 30 August 2013 (Pending Rights Issue) Listed options having an exercise price of 50 cents and expiring 30/10/13. Listed options having an exercise price of 75 cents and expiring 23/3/14.

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	1,800,000 6,000,000 1,000,000 500,000 100,000 150,000 1,100,000 560,000 200,000 400,000 602,000	Directors Options expiring 10 Jan 2013 (exercise 199 cents) Directors Options expiring 20 Nov 2014 (exercise 96 cents) Unlisted Options expiring 6 Mar 2013 (exercise 180 cents) Unlisted Options expiring 6 Mar 2013 (exercise 225 cents) Unlisted Options expiring 4 Apr 2013 (exercise 150 cents) Expiring 23 Mar 2014 (exercise 46 cents) Employee Options expiring 20 Nov2014 (exercise 96 cents) Employee Options expiring 27 May2014 (exercise 76 cents) Employee Options expiring 27 May2015 (exercise 76 cents) Employee Options expiring 23 Feb 2016 (exercise 98 cents) Employee Options expiring 25 June 2016 (exercise 109cents

10 Dividend policy (in the case of a No specific policy trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered

• See chapter 19 for defined terms.

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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. 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

• See chapter 19 for defined terms.

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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?
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

• See chapter 19 for defined terms.

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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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 696,782 ordinary shares +quotation is sought 39 Class of +securities for which Fully paid ordinary shares quotation is sought

40 Do the[+] securities rank equally in all Yes 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.

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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) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	Issue of Shares on exercise of listed options (HAVO) having an exercise price of 50 cents and expiry date of 30 October 2013. Issue of Shares on exercise of listed options (HAVOA) having an exercise price of 75 cents and expiry date of 23 March 2014.	Issue of Shares on exercise of listed options (HAVO) having an exercise price of 50 cents and expiry date of 30 October 2013. Issue of Shares on exercise of listed options (HAVOA) having an exercise price of 75 cents and expiry date of 23 March 2014.
	Number	+Class
	Up to 120,326,411 Up to 10,856,227 19,216,647 1,797,531	Ordinary shares Listed options having an exercise price of $1.00 and an expiry date of 30 August 2013 Options to acquire ordinary shares on or before 30 Oct 2013 at an exercise price of $0.50. Options to acquire ordinary shares on or before 23 March 2014 at an exercise price of $0.75.

• See chapter 19 for defined terms.

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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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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:.21 August 2012 (Director/Company secretary)

Print name: .Bob Johnson..- Director / Chairman.....................................................

== == == == ==

• See chapter 19 for defined terms.

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