IODM LIMITED — Capital/Financing Update 2012

May 30, 2012

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31 May 2012

Company Announcements Office Australian Securities Exchange, Level 4, Exchange Centre, 20 Bridge Street, SYDNEY NSW 2000

Dear Sir/Madam

Share Purchase Plan Documents

Paradigm Metals Limited advises that the enclosed letter, terms and conditions and personalised Application Form relating to the Share Purchase Plan announced on 29 May 2012 were despatched to eligible shareholders yesterday.

Yours faithfully,

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Stephen Lonergan Company Secretary

Paradigm Metals Ltd ABN 28 102 747 133 Suite 202, 122 Walker Street, North Sydney, AUSTRALIA 2060 Ph: +61 (2) 9955-7130 Fax: +61 (2) 8920-3576 E-mail: info@paradigmmetals.com.au

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30 May 2012

Dear Shareholder

Share Purchase Plan

On 29 May 2012 Paradigm Metals Limited (“PDM” or “the Company”) announced a Share Purchase Plan (“SPP”) under which shareholders with registered addresses in Australia or New Zealand as of the Record Date (28 May 2012) are entitled to subscribe for up to $4,400 worth of PDM shares at 0.55 cents per share. Your personalised Application Form and the detailed Terms and Conditions of the SPP are enclosed.

The purpose of the SPP is to raise working capital for PDM, primarily to fund the next round of exploration work at the Yellow Mountain Gold Project in central western New South Wales and to continue assessment of new opportunities.

In the last 4 months, PDM has done considerable work to re-evaluate the results of its exploration activities at the Yellow Mountain Gold Project over the last 2 years and has reassessed the work of prior explorers, particularly in the Yellow Mountain Mine area. A comprehensive review of this information is now available on the Yellow Mountain page on the PDM website.

Recent work in the Yellow Mountain Mine area has highlighted polymetallic mineralisation that may host an open pittable oxide gold resource#. The Directors believe that even modest additional exploration expenditure has the potential to generate encouraging results which can add significant shareholder value. The Company is currently cutting and re-assaying old drill core from the Yellow Mountain Mine area to assess the grade of gold and silver in drill cores that were not previously sampled for gold. This work is low-cost, and will highlight those parts of the prospect that have the best potential to host an economic resource.

The Melrose prospect, which is part of the Yellow Mountain Gold Project, has a magnetic anomaly of a similar size and amplitude to the Cadia-Ridgeway magnetic anomaly. The Directors believe this anomaly is perhaps one of the best undrilled porphyry targets in New South Wales in a region of the Lachlan Fold Belt that contains a number of large Cu/Au porphyry mines.

This is conceptual in nature as there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.

Paradigm Metals Ltd ABN 28 102 747 133 Suite 202, 122 Walker Street, North Sydney, AUSTRALIA 2060 Ph: +61 (2) 9955-7130 Fax: +61 (2) 8920-3576 E-mail: info@paradigmmetals.com.au

The Company has earned a 30% interest in Exploration Licence 6325 (122 km[2] ) (known as Yellow Mountain) and has the right to earn an additional 21% interest by spending $450,000 before 31 March 2013. Paradigm has already spent $400,000 on exploration at EL 6325 since September 2010. PDM also holds 100% of the adjacent Exploration Licence EL7697.

The Company has a record of minimising overhead costs and maximising expenditure on exploration and the Directors are confident that the comparatively modest maximum amount to be raised by the SPP ($245,654) can be used to telling effect.

The PDM share price has recently fallen to historic lows and the opportunity arises through the SPP for shareholders to now acquire significant numbers of additional shares at minimal cost without brokerage fees or stamp duty. Shareholders can subscribe up to a maximum of $4,400 which will purchase 800,000 shares. There is no minimum subscription and shareholders can apply for any number of shares up to the maximum of $4,400.

There are some 1,061 PDM shareholders eligible to participate in the SPP and the Company is entitled under the ASX Listing Rules to issue up to 44, 664,447 shares under the SPP (30% of its existing capital being 148,881,492 shares), If applications are received in excess of this limit, then applications will be scaled back pro rata and excess applications moneys will be promptly returned to applicants without interest. The Directors decision on the scale back is final.

The application price of 0.55 cents per share represents a 16.67% discount to the average ASX closing sale price over the last 5 days on which PDM shares have been traded immediately before this announcement. Participating shareholders should be aware of the risk that the market price for PDM shares may change between the date of the offer and the date when the securities are issued under the SPP.

The timetable for the SPP is as follows

The timetable for the SPP is as follows
SPP Record Date	28 May2012 (7.00pm Sydneytime)
Despatch of SPP offers	30 May2012
SPP OpeningDate	30 May2012
SPP ClosingDate	15 June 2012 (5.00pm Sydneytime)
Despatch date for holding statements	21 June 2012
Quotation of shares on ASX	21 June 2012

All the Directors intend to take up their $4,400 entitlements under the SPP.

Yours faithfully,

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Stephen Lonergan Company Secretary

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Greg Curnow who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Curnow is the Chief Executive Officer of the Company, and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Curnow consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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Share Purchase Plan - Application Form

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Record Date: 28 May 2012 Closing Date: 15 June 2012 Issue Price: $0.0055

(Note: 0.55 of a cent per share)

A Offer Choice

Indicate your choice below:

_____________________X shares at $0.0055 ( 0.55 of a cent per share) Maximum 800,000 shares

= A$_________________Maximum $4,400.00

B Payment Details

Payment may only be made by BPAY or cheque. Cash will not be accepted via mail or at the Paradigm Metals Limited Share Registry. Payments cannot be made at any bank.

Payment Option 1 – BPAY

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Telephone & Internet Banking – BPAY®

Biller Code: Contact your bank, credit union or building society to make this payment Ref: from your cheque or savings account. More info: www.bpay.com.au ® Registered to BPAY Ltd ABN 69 079 137 518

• To pay via BPAY please contact your participating financial institution.

• If paying by BPAY you do not need to return the Application Form.

• If paying by BPAY the amount of your payment received in the account divided by the issue price will be deemed to be the total number of shares you are applying for. For your application to be valid you can only make payment for one of the amounts specified above in section A.

Payment Option 2 – Cheque

Record cheque details below:

Drawer Cheque Number BSB Number Account Number Amount A$

• Only cheques or bank drafts in Australian dollars drawn on a bank or financial institution in Australia will be accepted.

• Your cheque or bank draft must be made payable to Paradigm Metals Limited and crossed Not Negotiable .

• Please ensure that you submit the correct amount. Incorrect payments may result in your application being rejected.

C Contact Details

Please provide a contact name and telephone number in case we need to contact you regarding your application.

Contact name

Work telephone number

Home telephone number

D Declarations and Acknowledgments

By lodging this form with your cheque you acknowledge and confirm that you have read, understood and agreed to the terms and conditions of the Paradigm Metals Limited Share Purchase Plan (SPP). Paradigm Metals Limited may settle in any manner it deems appropriate, any dispute or anomalies which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any applicant or application of shares. The decision of Paradigm Metals Limited will be conclusive and binding on all persons to whom the determination relates. Paradigm Metals Limited reserves the right to waive compliance with any provision of the SPP terms and conditions. The Directors reserve the right to withdraw the offer of shares under the SPP, or reduce the amount of shares that may be subscribed for under the SPP in any manner, at any time prior to allotment. Any excess application moneys will be refunded. No interest will be paid on any refunded application money.

NO SIGNATURE IS REQUIRED ON THIS FORM THIS OFFER IS NON-RENOUNCEABLE Application Forms and cheques must be received no later than 5.00pm (Sydney time) on 15 June 2012 at: MAILING ADDRESS DELIVERY ADDRESS SAMPLE Boardroom Pty Limited Boardroom Pty Limited GPO Box 3993 Level 7 SYDNEY NSW 2001 207 Kent Street SYDNEY NSW 2000

You should allow sufficient time for this to occur. The postal acceptance rule does not apply to the SPP.

PARADIGM METALS LIMITED 2012 SHARE PURCHASE PLAN TERMS AND CONDITIONS

The following are the Terms and Conditions applicable to the Share Purchase Plan (SPP) approved by the Directors of Paradigm Metals Limited (ACN 102 747 133) as announced on 29 May 2012 The offer under the SPP is dated 30 May 2012. By accepting the offer to acquire shares under this SPP, you agree to be bound by these Terms and Conditions and the Constitution of the Company.

Eligibility

Each shareholder who is entered in the Company register of members as at 7:00 pm AEST on 28 May 2012 (Record Date) and who has a registered address in Australia or New Zealand (a Participant) is eligible to participate in the SPP. Each offer to all Participants is made on the same terms and conditions.

No transaction costs

No brokerage or other transaction costs are payable by Participants.

Open and Close of offer

The offer will open on 30 May 2012 (Opening Date) and close at 5:00 pm (Sydney time) on 15 June 2012 (Closing Date) (subject to the Company’s right to vary the Closing Date).

Application Form

Applications to participate in the SPP must be made using the enclosed Application Form or by making payment by Bpay[i] and must be received by the Company’ Share Registry with the correct payment no later than the Closing Date. By returning the Application Form or by making payment by Bpay, you agree to be bound by these Terms and Conditions.

Participation optional

Participation in the SPP is optional and you should seek independent advice from a licensed adviser if you are unsure whether you should participate in the SPP.

Number of shares that can be purchased

You may apply for any number of shares at 0.55 cents per share up to an aggregate subscription of $4,400 (800,000 shares).

Trustees and Nominees

A trustee or nominee who is expressly noted on the Company share register as holding shares on account of a beneficiary may apply, on behalf of each such beneficiary, for shares up to the maximum amount. On application for these shares the Custodian must provide to the Company the certifications specified in ASIC Regulatory Guide RG125.21.

To the extent that a trustee or nominee holds shares on account of a beneficiary resident outside Australia or New Zealand, it is the responsibility of the registered holder to ensure that any acceptance compiles with all applicable foreign laws.

Withdrawing your subscription

Contributions may not be withdrawn, in whole or part, during or after the offer period. Any acceptance to participate in this SPP is irrevocable.

Offer is non-renounceable

The offer of shares under the SPP is nonrenounceable which means that Participants cannot transfer their entitlement to purchase shares under the SPP to another person.

Issue price

The issue price for each share under the SPP will be 0.55 cents per share.

The market price of the Company shares may change after the shares are offered under the SPP. However this will not affect the price at which the Participant will receive Company shares under the SPP. This means that the issue price for shares under the SPP may be higher or lower than the market price of Company shares at the date of allotment.

If a Participant subscribes for more shares than provided for in the Application Form, the excess amount paid will be refunded to the Participant without interest.

Shares to be offered

Shares allotted under the SPP will rank equally in all respects with existing fully paid ordinary shares.

Promptly after allotment, application will be made by the Company for shares allotted under the SPP to be listed for quotation on the official list of Australian Securities Exchange. This is expected to occur on or about 21 June 2012 . Transaction Confirmation Statements will be despatched to Issuer Sponsored and CHESS participants for shares allotted under the SPP.

No brokerage, commissions, stamp duty or other transaction costs will be payable by Participant for their application for, or allotment of, shares under the SPP.

i ® Registered to BPAY Ltd ABN 69 079 137 518

PARADIGM METALS LIMITED 2012 SHARE PURCHASE PLAN TERMS AND CONDITIONS

Change of Offer

The Company may change, suspend or terminate the SPP of these Terms and Conditions at any time whether because of a change of law, ASIC requirements or policy of the ASIC or any other circumstance relevant to the SPP or the Company. If the Company does this, it will make the requisite disclosures to the market. Failure to notify shareholder of changes to, suspension or termination of the SPP or these Terms and Conditions will not invalidate the change, suspension or termination.

The Company reserves the right to issue no shares under the SPP or fewer shares than an eligible shareholder applies for under the SPP if the Company believes the issue of those SPP shares would contravene ASIC requirements or policy, any law or any ASX Listing Rule. No interest will be paid on money refunded. The Company’s rights to change, suspend or terminate the SPP may be exercised by the Board of the Company (Board) or any delegate of the Board.

Variations, waivers and resolution of disputes The Company reserves the right to:

• (a) vary the closing date and share issue date for the SPP;

• (b) waiver compliance with any of these Terms and

  • Conditions;

Applications must be received 5:00 pm (Sydney time) on 15 June 2012 Applications received after that time may not be accepted.

Right to Scale Back

The Company has the right to scale back the number of shares applied for pursuant to the SPP so the number of shares to be issued will not exceed the maximum number permitted to be issued under the ASX Listing Rules. Any scale back shall be done on a fair and equitable basis as may be determined by the Company in its discretion Application moneys in respect of shares not issued will be refunded to applicants. No interest will be paid on money refunded.

Questions

If you have any questions about the SPP or your entitlement, please contact Greg Curnow at the Company at:

Suite 202, 122 Walker St North Sydney 2060 New South Wales AUSTRALIA

W www.paradigmmetals.com.au E info@paradigmmetals.com.au T +61 2 9955 7130 F +61 2 8920 3576

• (c) refuse to allot shares where it believes there has been a breach of these Terms and Conditions; and

• (d) settle in any matter it thinks fit any disputes or anomalies which may arise in connection with the SPP.

Dispute Resolution

The Company may settle any dispute in relation to the SPP or the Terms and Conditions of the SPP in any matter it thinks fit, whether generally or in relation to any shareholder, applications or shares. The Company’s decision will be conclusive and binding.

Applications and notices

Applications and notices given to the Company for the SPP must be in writing and in such form as the Company may from time to time require. Such applications and notices will be effective on receipt by the Company subject to:

• a. these Terms and Conditions; and

• b. in the case of applications, acceptance by the Company before the closing date for cash payments