IRON ROAD LIMITED — Capital/Financing Update 2012

Sep 10, 2012

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ASX Announcement

11 September 2012

Company Announcements Office Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

ISSUE OF SHARES UNDER ENTITLEMENT OFFER

The Company has today issued 105,510,292 fully paid ordinary shares under the retail component of the fully underwritten pro-rata 31 for 40 non-renounceable entitlement offer announced on 2 August 2012.

Please see the relevant Appendix 3B attached.

Yours sincerely,

IRON ROAD LIMITED

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Graham Anderson Company Secretary

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GPO Box 1164, Adelaide, South Australia, 5001 • T +61 (8) 8214 4400 • F +61 (8) 8214 4440
admin@ironroadlimited.com • www.ironroadlimited.com.au • ABN: 51 128 698 108
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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

IRON ROAD LIMITED (IRON ROAD)

ABN

51 128 698 108

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 Iron Road shares
	105,510,292 fully paid ordinary shares issued on 11 September 2012 under the retail component of the fully underwritten pro-rata 31 for 40 non- renounceable entitlement offer announced by Iron Road on 2 August 2012 (Entitlement Offer).
	As per existing fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B Page 1

1/1/2003

4 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:

Yes

• 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates	$0.32 per share
	The net proceeds of the Entitlement Offer will be used to fund Iron Road’s ongoing work program for the definitive feasibility study on the Central Eyre Iron Project (the CEIP), initiate land acquisitions associated with the CEIP and complete a scoping study on the Gawler Iron Project. Holding statements for shares issued under the retail component of the Entitlement Offer will be despatched on 11 September 2012.
	Holding statements for shares issued under the retail component of the Entitlement Offer will be despatched on 11 September 2012.

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	286,143,416	Fully paid ordinary shares
	Number	+Class
	7,125,000 7,500,000	Options exercisable at $0.20 expiring 22 January 2013 Options exercisable at

2,000,000 3,000,000 625,000 625,000 625,000 625,000 500,000 100,000 100,000 100,000

$0.35 expiring 22 January 2013 Options exercisable at $0.20 expiring 10 March 2013 Options exercisable at $0.35 expiring 6 August 2013 Options exercisable at $0.20 expiring 15 December 2014 Options exercisable at $0.25 expiring 15 December 2014 Options exercisable at $0.30 expiring 15 December 2014 Options exercisable at $0.35 expiring 15 December 2014 Options exercisable at $1.00 expiring 25 July 2016 Options exercisable at $1.00 expiring 24 August 2016 Options exercisable at $1.25 expiring 24 August 2016 Options exercisable at $1.50 expiring 24 August 2016

10 Dividend policy (in the case of a Dividends are paid as authorised by Directors trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval No required?

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• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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. 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	Non-renounceable and entitlements will not be tradeable on ASX or otherwise transferable
	31 shares offered for every 40 shares held at the record date
	Fully paid ordinary shares
	7:00pm (AEST) 13 August 2012
	N/A
	Fractions that arose in the calculation of entitlements were rounded up to the nearest whole number.
	Shareholders whose registered address is not in Australia, New Zealand or such other jurisdictions to which Iron Road has decided to make offers.
	Institutional Component: 1 August 2012 Retail Entitlement Offer: 4 September 2012
	CIBC Australia Ltd
	In relation to the Institutional Component, a management fee of 0.75% and an underwriting fee of 1.00% of the total proceeds of the Institutional Component. In relation to the Retail Entitlement Offer, a management fee of 0.75% of the total proceeds of the Retail Entitlement Offer, an underwriting fee of 1.00% of the first $9,595,021.44 of the proceeds of the Retail Entitlement Offer and an underwriting fee of 3.50% of the remainder of the proceeds of the Retail Entitlement Offer.
	N/A
	N/A

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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	A handling fee of 1% (plus GST) up to a maximum of $250 per application will be payable by Iron Road.
	N/A
	The Entitlement Offer was made without disclosure to investors and under a cleansing notice in accordance with section 708AA of the Corporations Act. No prospectus or product disclosure statement has been being issued. An offer document and rights issue application form were sent to eligible shareholders on or about 14 August 2012
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	Institutional Component: 16 August 2012 Retail Entitlement Offer: 11 September 2012

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• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

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 ]

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	N/A
	N/A

40 Do the[+] securities rank equally in all N/A 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)

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

N/A
Number	+Class
N/A

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.

• 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

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• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

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.

• 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.

• 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.

• 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.

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Print name: Graham Anderson Company Secretary Dated: 11 September 2012

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