IGO LIMITED — Capital/Financing Update 2011

Dec 19, 2011

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

Independence Group NL (Independence)

ABN

46 092 786 304

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).

$\mathbf{I}% {T}=\mathbf{I}{T}\cup\mathbf{I}_{T}$ ⁺Class of ⁺securities issued or to be issued

Fully paid ordinary shares

• Number of ⁺securities issued or $\overline{2}$ 29,617,900 to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities | 3 (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

• See chapter 19 for defined terms.

Do the ⁺securities rank equally in $\overline{4}$ Yes 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
• Issue price or consideration 5

A\$4.00 per share

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

$\bullet$ meet Independence's share of all

The funds raised will be used to:

• expected construction and development costs of the Tropicana Gold Project;
• progress near mine and regional $\bullet$ exploration activities across Independence's asset portfolio;
• fund the remaining development at $\bullet$ Bentley; and
• fund working capital, offer costs and $\bullet$ contingencies.
• Dates of entering ⁺securities $\overline{7}$ into uncertificated holdings or despatch of certificates

20 December 2011

⁺ See chapter 19 for defined terms.

		Number	+ Class
8	Number and + class of all *securities quoted on ASX (including the securities in clause 2 if applicable)	232,525,035	Fully paid ordinary shares
		Number	+ Class
$\mathbf Q$	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)	As for existing fully paid ordinary shares

Part 2 - Bonus issue or pro rata issue

11	security holder Is 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 determine to entitlements
16	Will holdings different on 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
New issue announcement

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	date for Closing 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 participate to on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)

⁺ See chapter 19 for defined terms.

• Date rights trading will end (if 29 applicable)
• How do ⁺security holders sell 30 their entitlements in full through a broker?
• How do ⁺security holders sell $31$ part $\circ$ f their entitlements through a broker and accept for the balance?
• How do ⁺security holders dispose $32$ of their entitlements (except by sale through a broker)?

⁺Despatch date 33

Part 3 - Quotation of securities

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

• Type of securities 34 (tick one)
• Securities described in Part 1
• $(b)$

$(a)$

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

⁺ See chapter 19 for defined terms.

37

A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

• Number of securities for which $38$ ⁺quotation is sought
• Class of ⁺securities for which 39 quotation is sought
• Do the ⁺securities rank equally in $40$ 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 $_{\rm O}$ interest payment
• Reason for request for quotation 41 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 and ⁺class of $42$ all ⁺securities quoted on ASX (including the securities in clause $38)$

Number	+ Class

⁺ See chapter 19 for defined terms.

Quotation agreement

$\mathbf{1}$

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

Company Secretary

Date: 20 December 2011

Sign here:

Print name:

Terry (KT) Bourke

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24/10/2005Appendix 3B Page 7

⁺ See chapter 19 for defined terms.