IGO LIMITED — Capital/Financing Update 2012

Feb 7, 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, 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).

357,500

⁺Class of ⁺securities issued or to $\blacktriangleleft$ be issued

Fully paid ordinary shares

• $\overline{2}$ 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 if payment; +convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing +class of quoted securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do ٠ 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 interest or payment
5	Issue price or consideration	A\$4.00 per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The funds raised will supplement the funds raised through an institutional placement announced on 14 December 2011 (which placement raised approximately \$118M before costs). Together, the funds raised will be used to: meet the Company's share of all ٠ expected construction and development costs of the Tropicana Gold Project; mine and regional progress near exploration activities across Independence's asset portfolio; fund the remaining development at ٠ Bentley; and
		fund working capital, offer costs and contingencies.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	8 February 2012

⁺ See chapter 19 for defined terms.

		nuu
я	Number and + class of all *securities quoted on ASX 232 $(including$ the securities in clause 2 if applicable)

r

9 Number and ⁺class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
232,882,535	Fully paid ordinary shares
Number	*Class

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

$11$ 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.

⁺ See chapter 19 for defined terms.

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 participate to 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?

⁺ See chapter 19 for defined terms.

32	How do tsecurity 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)

$(b)$

• $(a)$ Securities described in Part 1
• 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)

• 38 Number of securities for which *quotation is sought
• 39 Class of *securities for which quotation is sought

⁺ See chapter 19 for defined terms.

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 $\bullet$ not rank equally, other than in relation to the next dividend, distribution or interest payment
• 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 $38)$

Number	+ Class

+ See chapter 19 for defined terms.
-------------------------------------	--	--

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX 1 may quote the *securities on any conditions it decides.
• $\overline{2}$ 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of 3 any 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 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.

$== == == == ==$

Sign here:

. . . . . . . . . . . . Company Secretary

Date: 8 February 2012

Print name:

Terry (KT) Bourke

• See chapter 19 for defined terms.