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IRON BEAR RESOURCES LTD Capital/Financing Update 2011

Jun 15, 2011

65091_rns_2011-06-15_eb2f3dae-7ddf-48b0-a50f-fb0f9e5cef1a.pdf

Capital/Financing Update

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ASX Announcement 16 June 2011

COMPLETION OF ACQUISITION TAKES CAPE LAMBERT’S INTEREST IN PINNACLE TO 90%

Key Points

  • Cape Lambert completes its acquisition of a further 42.8% of Pinnacle Group Assets Limited (“Pinnacle”);

  • Cape Lambert now holds greater than 90% of Pinnacle;

  • Pinnacle’s key assets are the Kukuna Iron Ore Project in Sierra Leone and the Sandenia Iron Ore Project located in the Republic of Guinea; and

  • In acquiring the additional 42.8% of Pinnacle, the total consideration paid on completion was A$49,005,000 satisfied in cash and Cape Lambert Shares (issued at a deemed issue price of A$0.60 per Share, being a 40% premium to the closing share price of A$0.43 on 15 June 2011).

Further to its announcement to ASX on 19 May 2011 (“19 May ASX Release”), Australian resources and investment Company, Cape Lambert Resources Limited ( ASX: CFE ) (“Cape Lambert” or the “Company”) is pleased to announce that it has now completed the acquisition of shares in Pinnacle Group Assets Limited (“Pinnacle”), increasing its interest in Pinnacle to 90.2%.

Pinnacle owns the Kukuna Iron Ore Project located in Sierra Leone (“Kukuna Project”) and the Sandenia Iron Ore Project located in the Republic of Guinea (“Sandenia Project”).

Cape Lambert is an Australian domiciled, mineral investment company. Its current investment portfolio is geographically diverse and consists of mineral assets and interests in mining and exploration companies.

The Company continues to focus on investment in early stage resource projects and companies, primarily in iron ore, copper and gold. Its “hands on” approach is geared to add value and position assets for development and/or sale.

The Board and management exhibit a strong track record of delivering shareholder value.

Australian Securities Exchange Code: CFE

Ordinary shares 626,299,603

Unlisted Options 7,850,000 ($0.45 exp 30 Sep 2011)

Board of Directors

Tony Sage Executive Chairman Tim Turner Non-executive Director Brian Maher Non-executive Director Ross Levin Non-executive Director Claire Tolcon Company Secretary

Key Projects and Interests

Further details on the Kukuna Project and Sandenia Project are set out in the 19 May ASX Release.

The consideration paid at settlement for the acquisition of the additional 42.8% of Pinnacle comprised:

  • A$32,670,000 through the issue of 54,450,000 Cape Lambert shares (“Shares”) at a deemed price of A$0.60 per Share, which is a premium of 40% to the closing Share price of A$0.43 on 15 June 2011; and

  • A$16,335,000 payable in cash.

A further amount of A$16,335,000 is payable in cash on or before 31 December 2011.

Attached is an Appendix 3B for quotation of the 54,450,000 Shares issued in part consideration for the acquisition of 42.8% of the shares in Pinnacle. The Shares are part of a class of securities quoted on ASX Limited.

Marampa Iron Ore Project Pinnacle Group Assets Sappes Gold Project African Iron Limited International Goldfields Limited

Cape Lambert Contact

Tony Sage Executive Chairman

Eloise von Puttkammer Investor Relations

Phone: +61 8 9380 9555 Email: [email protected]

Australian Enquiries

Professional Public Relations David Tasker Phone: +61 8 9388 0944 Mobile: +61 433 112 936 Email: [email protected]

UK Enquiries

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act.

Tavistock Communications Emily Fenton / Jos Simson Phone: +44 (0)207 920 3150 Mobile: +44 (0)7899 870 450

Cape Lambert Resources Limited[ABN 71 095 047 920 ]

Corporate - 18 Oxford Close, Leederville WA 6007 Projects - Level 1, 2 Ord Street, West Perth WA 6005

United Kingdom - 14 Golden Square, London W1F 9JG

www.capelam.com.au

ASX Announcement 16 June 2011

The Shares were issued without disclosure to the recipient under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act.

The Company, as at the date of this notice, has complied with:

  • (a) The provisions of Chapter 2M of the Corporations Act; and

  • (b) Section 674 of the Corporations Act.

There is no excluded information for the purposes of Section 708A(7) and (8) of the Corporations Act.

Yours faithfully

Cape Lambert Resources Limited

Tony Sage

Executive Chairman

Cape Lambert Resources Limited ASX:CFE

Page 2 of 2

Appendix 3B New issue announcement

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

CAPE LAMBERT RESOURCES LIMITED

ABN

71 095 047 920

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
54,450,000
Fully Paid Ordinary Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

4 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 5 Issue price or consideration Nil cash consideration but deemed issue price of A$0.60 per Share. 6 Purpose of the issue In part consideration for the acquisition of (If issued as consideration for the 59,400,000 shares in Pinnacle Group Assets acquisition of assets, clearly identify Limited. those assets) 7 Dates of entering[+] securities into 16 June 2011 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 626,299,603 Fully paid ordinary +securities quoted on ASX shares ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
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)
Number +Class
7,850,000 Unlisted
Options
(exercisable at $0.45
each on or before
30/09/11).
N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A relation to fractions 18 Names of countries in which the N/A 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 N/A acceptances or renunciations

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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 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?
N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

N/A

  • 33 +Despatch date

N/A

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

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 ]

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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 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 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) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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.

==> picture [11 x 14] intentionally omitted <==

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

==> picture [11 x 14] intentionally omitted <==

  • There is no reason why those[+] securities should not be granted[+] quotation.

==> picture [11 x 15] intentionally omitted <==

  • 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

==> picture [11 x 14] intentionally omitted <==

  • 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.

==> picture [11 x 15] intentionally omitted <==

  • 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.

==> picture [11 x 14] intentionally omitted <==

  • 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.
  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

  • 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: ........16/06/2011................. (Company secretary)

Print name: ...CLAIRE TOLCON......................................................

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003