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IRON BEAR RESOURCES LTD Board/Management Information 2010

Sep 12, 2010

65091_rns_2010-09-12_e62c46a4-30bc-46af-85fd-13e874fffd73.pdf

Board/Management Information

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ASX ANNOUNCEMENT

13 September 2010

Chameleon confirms Cape Lambert appointees to the board and completes \$2.5 million placement

The board of Chameleon Mining NL [ASX Code: CHM] today confirmed the appointments of Antony Sage, Jason Bontempo and Paul Kelly as directors of the Company.

The new board members were nominated by Cape Lambert Resources Ltd in accordance with the strategic alliance between the parties, announced on August 10, 2010.

Further to that announcement, the Placement shares have now been allotted to the respective nominees of - Cape Lambert Resources Ltd, Antony Sage and Jason Bontempo.

Use of Proceeds

The proceeds of the Placement will be used to supplement Chameleon's working capital, its exploration activities, and its administrative and corporate commitments.

Director Biographies

A brief corporate biography for each of the appointees is set out below.

Antony William Paul Sage
BCom, FCPA, CA, FTIA
Mr Sage has in excess of 26 years experience in the fields of
corporate advisory services, funds management and capital raising.
He has, for the last 14 years, been involved in the management and
financing of listed exploration mining companies all over the world.
Mr Sage is, or has been, a director of the following ASX listed entities;
Cape Lambert Resources Limited, Fe Ltd, International Goldfields
Limited, Global Iron Limited, Corvette Resources Limited, Cauldron
Energy Limited, and Tianshan Goldfields Limited.

Level 14 Goldflehis House One Affred Street Sydney NSW 2000

Tel (612) 8226 3300
Fax (612) 8226 3305 $\infty$

$\langle g_{\rm{eff}} \rangle$ $\mathcal{U}^{\pm}$ www.chmnl.com

$\circ$ correspondence GPO Box R305 – Royal Exchange NSW 1226

$\bar{z}$

Jason Bontempo
BCom CA
Mr Bontempo is currently the managing director of Corvette
Resources Ltd, an ASX listed Australian focused gold explorer. Mr.
Bontempo holds 13 years experience in mineral resources corporate
finance, investment banking and corporate advisory experience after
qualifying as a chartered accountant with Ernst & Young in 1997. Mr.
Bontempo is also a director of ASX listed Stirling Minerals Limited.
Paul Kelly Mr Kelly brings more than 20 years worth of experience in the fields
of finance, investment and banking to the Board
He is currently a non-executive Chairman of DMC Mining Limited
(ASX:DMM) and a non-executive director of Australian iron ore
explorer, Fe Limited (ASX: FEL) and is the Chief Executive Officer of
the Perth Glory Football Club. He is also a director of not-for-profit
organisation, Football West Limited.
Mr Kelly is the former non-executive Chairman of Tianshan Goldfields
Limited and was previously employed by Members Equity Bank as
National Manager of Advertising and Sponsorship and held a number
of senior roles within the bank over a 15-year period.

These appointments will enhance the Chameleon Board by adding greater mining expertise and management.

Mr James Arkoudis (Company Secretary) has also been appointed as an alternate director for Mr Ahmed Hassan.

$-$ END $-$

For more information contact:

Helen McCombie Citadel 02 9290 3033

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

Chameleon Mining NL

ABN

17 098 773 785
----------------

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).

+Class of +securities issued or to $\mathbf{1}$ be issued

Fully Paid Ordinary Shares

  • Number of +securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
  • Principal terms of the +securities $\overline{\mathbf{3}}$ (eg, if options, exercise price and expiry date; if partly paid *securities. the amount outstanding and due dates for *convertible if payment; securities, the conversion price and dates for conversion)

166,666,667 *

Fully Paid Ordinary Shares issued pursuant to placement* announced on 10 August 2010.

The placement includes an additional three for five option exercisable at 1.5c on or before 31 Dec 2012 ('Placement Options'). The issue of the 100,000,000 Placement Options, in accordance with ASX Listing Rule 7.1.5, is conditional on shareholder approval which will be sought the Company's next at shareholder's meeting.

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
the extent to which
they
for
participate
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
the extent to which they do
٠
not rank equally, other than in
relation to the next dividend,
distribution
interest
Or
payment
5 Issue price or consideration Issue price 1.5c per share
Aggregate consideration for 166,666,667
fully paid shares being \$2,500,000.00
6 Purpose of the issue
(If issued as consideration for the
acquisition
$\circ$ f
clearly
assets,
identify those assets)
Shares
issued
announced on 10 August 2010.
pursuant to
placement
7 Dates of entering + securities
into uncertificated holdings or
despatch of certificates
13 September 2010
Number + Class
8 Number
and + class
of
all
quoted on ASX
+ securities
(including the securities
in
clause 2 if applicable)
1,439,688,827 Fully Paid Ordinary
Shares

$\bar{z}$

+ See chapter 19 for defined terms.

9

Number + Class
Number
and "class
- of
all
*securities not quoted on ASX
(including the securities
in
clause 2 if applicable)
298,450,000 Options exercisable
at 0.4 cents each on
or before 31
December 2010
4,000,000 Options exercisable
at 15 cents each on or
before 31 December
2010
10,000,000 Options exercisable
at 3.5 cents each on
or before 31
December 2010
20,000,000 Options exercisable
at 1 cent each on or
before 31 December
2010

$Dividend policy (in the case of a
trust, distribution policy) on the

$$
\
$$$ $\mathbf{10}$ increased capital (interests)

----------------------------------
----

Part 2 - Bonus issue or pro rata issue

11 holder
security
approval
Is.
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 determine
+Record date
to
entitlements

$\mathcal{L}_{\mathcal{L}}$

16 Will
holdings
different
on
registers (or subregisters) be
calculating
aggregated
for
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
οf
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

$\sim$

+ See chapter 19 for defined terms.

  • $27$ If the entity has issued options, and the terms entitle option participate on holders to exercise, the date on which notices will be sent to option holders
  • 28 Date rights trading will begin (if applicable)
  • 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 of 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)?
  • 4Despatch 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 $\checkmark$
  • $(b)$

$(a)$

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
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
  • 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:

  • $\bullet$ the date from which they do
  • the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
  • the extent to which they do not rank e relation to distributic payment
equally, other than in-
o the next dividend,
ונכ OF - interest

+ See chapter 19 for defined terms.

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)

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

Number + Class
,,,,,,,,,,,,,,,,,,,,,,

Quotation agreement

  • $\mathbf{I}$ +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. $\overline{a}$
  • 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 $\overline{\mathbf{3}}$ 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.

(Director)

Date: $13/9/10$

Sign here:

ANTHONY KARAM

Print name:


+ See chapter 19 for defined terms.