IRONBARK BALANCED INCOME LIMITED — Capital/Financing Update 2012

Sep 13, 2012

ABN 89 008 108 227

ASX and Media Announcement

14 September 2012

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Ironbark Capital announces capital raising of $6.8 million

Ironbark Capital Limited ( Ironbark ) today announces that it is undertaking a nonrenounceable 1 for 10 rights issue at an issue price of $0.48 per share to raise up to $6.8 million. Eligible shareholders may apply for additional new shares under any shortfall arising under the rights offer.

The funds raised will be used by Ironbark for further investments consistent with Ironbark’s income-focused, low volatility, investment strategy. The New Shares issued will participate in the previously declared fully franked dividend of 0.5 cents per share to be paid in December, 2012.

The record date for participation in the rights issue is 25 September 2012. The closing date for the rights issues 16 October 2012.

The non-renounceable rights issue and shortfall offer will be made to eligible shareholders in an Offer Document which will include a personalised entitlement and acceptance form. The Offer Document provides further details on how to participate.

Timetable

Announcement of Offer	14 September 2012
Lodgement Date	14 September 2012
Despatch of notice to Shareholders containing the information required by Appendix 3B	18 September 2012
Ex Date	19 September 2012
Record Date	25 September 2012
Offer Document sent to Shareholders	By 2 October 2012
Closing Date	16 October 2012
Rights issue shares quoted on a deferred settlement basis	17 October 2012
Allotment Date	24 October 2012
Despatch Date	24 October 2012
Expected commencement of normal trading in New Shares on ASX	25 October 2012

The directors have indicated that they intend to take up their full entitlement under the offer.

A copy of the Offer Document, the Appendix 3B and a cleansing notice are attached.

Ironbark Capital Limited

Level 7, 20 Hunter Street, Sydney NSW 2000 Telephone (02) 8236 7701 Fax (02) 9221 1194 www.ironbarkcapital.com

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Ironbark Capital Limited (ACN 008 108 227)

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Non-renounceable Rights Issue of 1 Share for every 10 Shares

At an issue price of $0.48 cents per New Share to raise up to $6,794,857

Offer Document

This Offer opens on 2 October 2012 and closes at 5:00pm (Sydney time) on 16 October 2012.

This Offer Document is not a prospectus

It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered under this Offer Document.

This document is important and requires your immediate attention.

It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

Important information

This Offer Document is dated 14 September 2012. This Offer Document was prepared by Ironbark Capital Limited ( Ironbark ).

Ironbark will apply for admission of the New Shares to quotation on ASX within 7 days after the date of this Offer Document. The fact that ASX may grant official quotation of the New Shares is not to be taken in any way as an indication of the merits of Ironbark or the New Shares.

This Offer Document is not a prospectus

This Offer Document is given under Section 708AA(2)(f) of the Corporations Act. It is not a prospectus and it does not contain all of the information that an investor would find in a prospectus or which may be required to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this Offer Document. It has not been and will not be lodged with ASIC. Neither ASIC, ASX nor their respective officers take any responsibility for the content of this Offer Document or for the merits of the investment to which this Offer relates.

As an Eligible Shareholder of Ironbark this Offer Document is important and requires your immediate attention.

You should read the entire Offer Document before deciding whether to invest in the New Shares. Please carefully read the instructions on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement under the Offer. If you have any questions regarding your Entitlement or the Offer, please contact your legal, investment or other professional adviser.

No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw the application once it has been accepted. Further, Entitlements cannot be traded on the ASX or any other exchange, nor can they be privately transferred.

Professional advice

The information in this Offer Document is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. It is important that you read this Offer Document in its entirety before deciding whether to apply for New Shares. In particular, you should consider the risk factors that could affect the performance of Ironbark, some of which are outlined in Section 6. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional guidance before deciding whether to apply for New Shares. If you have any questions you should seek professional advice from your legal, investment or other professional adviser.

Intermediary Authorisation

Ironbark does not hold an Australian Financial Services Licence ( AFSL ) under the Corporations Act. Accordingly, offers under this Offer Document will be made pursuant to an arrangement between Ironbark and holders of an AFSL ( Licensees ) pursuant to Section 911A(2)(b) of the Corporations Act. Ironbark will only authorise Licensees to make offers to people to arrange for the issue of Shares by Ironbark under the Offer Document and Ironbark will only issue Shares in accordance with such offers if they are accepted.

Lodged Partners Pty Limited (AFS No.246271) ( Lead Manger ) will manage the issue on behalf of Ironbark. The Lead Manager will deposit and deal with the Application Monies pursuant to this Offer Document. The Lead Manager’s function should not be considered as an endorsement of the Offer nor a recommendation of the suitability of the Offer for any investor. The Lead Manager does not guarantee the success or performance of Ironbark or the returns (if any) to be received by investors. Neither the Lead Manager nor any other Licensee is responsible for, or has caused the issue of this Offer Document. Ironbark reserves the right to enter into similar arrangements to those with the Lead Manager with other Licensees.

has been taken to register or qualify the New Shares or to otherwise permit an offering of the New Shares outside Australia.

United States

This document may not be released or distributed in the United States of America. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

No Guarantee

Neither Ironbark nor any other party makes any representation or gives any guarantee or assurance:

• (a) as to the performance or success of Ironbark;

• (b) as to the rate of income or capital growth from Ironbark; or

• (c) that there will be no capital loss or particular taxation consequence of investing in Ironbark.

An investment in Ironbark does not represent a deposit or any other type of liability of the above parties. An investment in Ironbark is subject to investment risk. These risks are discussed in Section 6.

Investors should note that the past share price and investment performance of Ironbark provides no guidance as to its future share price and investment performance.

No representations other than in this Offer Document

No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not contained in this Offer Document may not be relied on as having been authorised by Ironbark.

Future performance

Except as required by law, and only to the extent so required, neither Ironbark nor any other person warrants or guarantees the future performance of Ironbark or any return on any investment made pursuant to this Offer Document.

Privacy

By filling out the Entitlement and Acceptance Form to apply for New Shares, you are providing information to Ironbark (directly and/or via the Share Registry) that may constitute personal information for the purposes of the Privacy Act 1988 (Cth). Ironbark (and the Share Registry on its behalf) collects, holds and uses personal information provided on an Entitlement and Acceptance Form in order to assess your application and administer your holding of Shares.

If you do not provide the information requested in the Entitlement and Acceptance Form, Ironbark and the Share Registry may not be able to process or accept the form.

Access to your personal information may be provided to other companies within the Ironbark group and to Ironbark’s agents and service providers on the basis that they deal with such information in accordance with this privacy disclosure statement. You have a right to request access to the personal information that Ironbark holds about you subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to Ironbark’s share registrar:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

Defined terms and conditions

Foreign jurisdictions

The distribution of this Offer in jurisdictions outside Australia or New Zealand may be restricted by law and persons who come into possession of this Offer outside Australia or New Zealand should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Certain terms and abbreviations used in this Offer Document are defined in the Glossary in Section 8.

References to Australian dollars or $ are references to the lawful currency of Australia. Any discrepancies between the totals and the sum of all the individual components in the tables contained in this Offer Document are due to rounding.

This Offer does not constitute an offer or invitation in any place outside Australia or New Zealand where, or to any person to whom, it would be unlawful to make such an offer or invitation. No action

Important dates

Event	Date
Announcement of Offer	14 September 2012
Lodgement Date – Offer Document, Appendix 3B and cleansing notice lodged with ASX	14 September 2012
Despatch of notice to Shareholders containing the information required by Appendix 3B	18 September 2012
_Ex_Date – The date on which Existing Shares commence trading without the Entitlement to participate in the Offer	19 September 2012
Record Date – The date for determining Entitlements of Eligible Shareholders to participate in the Offer (7:00pm Sydney time)	25 September 2012
Offer Document sent to Shareholders – Anticipated despatch of Offer Document and Entitlement and Acceptance Forms – Offer opens	By 2 October 2012
Closing Date – The last day for receipt of Entitlement and Acceptance Forms (5:00pm Sydney time)	16 October 2012
Rights issue shares quoted on a deferred settlement basis	17 October 2012
Allotment Date – Allotment of New Shares under the Offer	24 October 2012
Despatch Date – Anticipated despatch of holding statements for New Shares (Deferred settlement trading in rights issue shares ends)	24 October 2012
Expected commencement of normal trading in New Shares on ASX	25 October 2012

The above dates and times are indicative only. All times and dates are a reference to Sydney time. Ironbark reserves the right to vary any of the above dates and times, including closing the Offer early or extending it subject to the Corporations Act, ASX Listing Rules and other applicable laws.

Key Offer statistics

Issue Price per New Share	$0.48
Total number of New Shares available under the Offer	14,155,953
Maximum total Shares on issue following the Offer	155,715,478
Maximum total proceeds of the Offer (before expenses of the Offer)	$6,794,857

Corporate directory

Issuer

Ironbark Capital Limited Level 7, 20 Hunter Street Sydney NSW 2000 Telephone: (02) 8236 7701 Facsimile: (02) 9221 1194 Website: www.ironbarkcapital.com

Directors

Mr Michael Cole (Chairman) Mr Ross Finley Mr Ian Hunter

Company Secretary

Mr Peter Roberts

Investment Manager

Kaplan Funds Management Pty Limited Level 22, 44 Market Street SYDNEY NSW 2000 Telephone: (02) 8917 0300 Facsimile: (02) 8297 0355 Website: www.kaplanfunds.com.au

Accounting and Administration

White Outsourcing Pty Ltd Level 7, 20 Hunter Street SYDNEY NSW 2000 Telephone: (02) 8236 7701 Facsimile: (02) 9221 1194

Registry

Boardroom Pty Limited Level 7, 207 Kent Street Sydney NSW 2000 Telephone: 1300 737 760 (within Australia) +612 9290 9600 (outside Australia) Facsimile: 1300 653 459 (within Australia) +612 92790664 (outside Australia) Website: www.boardroomlimited.com.au

Solicitors to the Offer

Watson Mangioni Lawyers Pty Limited Level 13, 50 Carrington Street Sydney NSW 2000 Telephone: (02) 9262 6666 Facsimile: (02) 9262 2626 Email: mail@wmlaw.com.au Website: www.wmlaw.com.au

Lead Manager to the Offer

Lodge Partners Pty Ltd AFSL No. 246271 Level 5, 60 Collins Street Melbourne VIC 3000 Telephone: (03) 9200 7000 Facsimile: (03) 9200 7077

Table of contents

1.	Chairman’s letter ......................................................................................................................... 1
2.	Frequently asked questions ........................................................................................................ 3
3.	Details of the Offer ...................................................................................................................... 4
4.	Action required by Eligible Shareholders ................................................................................... 6
5.	Purpose and effect of the Offer .................................................................................................. 8
6.	Risk factors ............................................................................................................................... 10
7.	Additional information ............................................................................................................... 11
8.	Glossary .................................................................................................................................... 13

1. Chairman’s letter

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14 September 2012

Dear Shareholder

On behalf of Ironbark, I am pleased to offer you the opportunity to participate in the Offer.

Ironbark is undertaking a non-renounceable rights issue of 1 New Share for every 10 Existing Shares held. The issue price of each New Share is $0.48, representing a discount of 4.95 % to the closing price of the shares on the ASX on 13 September 2012, the day prior to the announcement of the Offer, and a discount of over 14.3% to the net tangible asset backing per share as at 31 August 2012.

The Offer will result in the issue of a maximum of 14,155,953 New Shares raising approximately $6,794,857 before expenses of the Offer.

The proceeds raised from the Offer will be used by Ironbark for further investments consistent with Ironbark’s income focussed low volatility investment strategy.

From the table below it can be noted that over the past decade Ironbark’s investment strategy has delivered outperformance against the S&P/ASX 300 Accumulation Index benchmark (before fees) with a volatility approximately half that of the benchmark. In particular over the past 5 year period since the GFC the Ironbark portfolio has delivered investment returns significantly above the benchmark and with much lower volatility.

	Inception
PERFORMANCE TO 31/08/12	31/12/02	5 Yr	3 Yr	2 Yr	1 Yr
	% pa	% pa	% pa	% pa	%
IBC before management fees	8.62	2.70	8.94	7.83	7.50
S&P / ASX 300 Accum Index	8.39	-2.98	3.03	1.87	4.98
Relative performance	0.23	5.67	5.91	5.96	2.51
Volatility IBC	7.2				6.8
Volatility ASX300	13.7				14.9

Investment opportunities have recently expanded in the hybrid market. New issuance of over $10bn in the last 12 months has elevated hybrid market capitalisation to around $30bn with improved liquidity and diversity, in particular from non-bank issuers. High credit margins currently offered from quality names are considered attractive in the present investment environment.

The Offer provides Eligible Shareholders with an opportunity to benefit from the future growth of Ironbark. The New Shares issued will participate in the previously declared fully franked dividend of 0.5 cents per share to be paid in December, 2012.

It is Ironbark’s corporate policy to fully distribute franking credits held to Shareholders by attaching them to corporate earnings recorded over the course of each financial year. Thus fully franked dividends will be declared as the generation of corporate profits creates the opportunity to do so. Whilst these dividends are declared on an irregular basis they will be paid twice a year at the end of December and June to be most cost efficient.

Ironbark Capital Limited Level 7, 20 Hunter Street, Sydney NSW 2000 Telephone (02) 8236 7701 Fax (02) 9221 1194 www.ironbarkcapital.com

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The adoption last year of the Constitutional amendment potentially provides certainty for Shareholders to access the full Net Tangible Asset (NTA) value of the Shares in mid-2015. To achieve this objective, Ironbark sought shareholder approval at a General Meeting of Shareholders held 21 July 2011 to amend its Constitution to include a new Rule 4.12. In essence this Rule requires Directors to put a resolution to Shareholders after 30 June 2014 and before 30 April 2015 offering to buy-back all of the Shares held by Ironbark Shareholders in mid-2015 at the NTA backing per Share at that time, less transaction costs and expenses. The Resolution was passed by Shareholders and the new rule is now included in the Ironbark Constitution.

The Directors and the Investment Manager restate it is their current intention to vote in favour of the buy- back Resolution in Financial Year 2015 however they reserve their position as to whether they will participate in the buy-back offer in respect of part or all their Shareholdings at that time.

With the benefit of the Constitutional amendment potentially providing certainty for Shareholders to access the full NTA value of the Shares in mid-2015, it is anticipated the Share price discount to NTA will narrow as investors focus on the sound investment performance of the Ironbark portfolio with it its high fully franked yield and low volatility features.

Eligible Shareholders may apply for all or part of their Entitlement under the Rights Offer and may also apply for additional Shares under the Shortfall Offer. To participate in the Shortfall Offer, you must apply at the same time as you apply for your Entitlement under the Rights Offer.

In the event that there is a shortfall in applications for New Shares under the Rights Offer, Eligible Shareholders who have taken up their Entitlement in full and have applied for additional New Shares in the Shortfall Offer will be allocated additional Shares (provided that such allocation does not breach the Listing Rules or any applicable law). In the event of oversubscription for this Shortfall, applications will be scaled back pro-rata to holdings of Shares on the Record Date. See Section 3.4 for details.

The Offer closes at 5:00pm (Sydney time) on 16 October 2012. To participate, you need to ensure that you have lodged your Entitlement Acceptance Form with your Application Monies so that they are received before this time.

The Board urges you to read this Offer Document carefully before making a decision in respect to your Entitlement.

It is the intention of each of the Directors and the Investment Manager to subscribe for full share entitlements. I commend this Offer to you and thank you for your continued support of Ironbark.

Yours sincerely

Michael Cole Chairman Ironbark Capital Limited

Ironbark Capital Limited Level 7, 20 Hunter Street, Sydney NSW 2000 Telephone (02) 8236 7701 Fax (02) 9221 1194 www.ironbarkcapital.com

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2. Frequently asked questions

Question	Answer	Where to find more information
Who is the issuer?	Ironbark Capital Limited.	Section 3.1
What is the Offer?	A non-renounceable rights issue and shortfall offer to raise approximately $6,794,857 (before expenses of the Offer). Eligible Shareholders may apply for all or part of their Entitlement under the Rights Offer and may also apply for additional Shares under the Shortfall Offer.	Section 3.2
What are the terms of the Rights Offer?	1 New Share for each 10 Existing Shares at an issue price of $0.48 per New Share. As the issue is non-renounceable, Eligible Shareholders do not have the right to sell their Entitlements. Eligible Shareholders have the opportunity to subscribe for all, part or none of their Entitlement to New Shares.	Section 3.3
What are the terms of the Shortfall Offer?	Eligible Shareholders who take up their Entitlement in full also have the ability to apply for Shortfall Shares, by completing the Entitlement and Acceptance Form and paying the additional Application Monies. You may apply for any number of additional New Shares provided that the issue of such New Shares to you would not result in a breach of the ASX Listing Rules or any applicable law. If the Shortfall Offer is over-subscribed, applications will be scaled back pro-rata to the shareholding of Eligible Shareholders applying for the Shortfall Shares as at the Record Date. There can be no certainty that there will be a Shortfall or that Eligible Shareholders will receive the number of additional New Shares applied for under the Shortfall Offer.	Section 3.4
What are the rights of New Shares?	New Shares rank equally in all respects with Existing Shares from their date of issue.	Section 3.6
How will the proceeds be applied?	Net proceeds of the Offer will be used for further investments consistent with Ironbark’s investment strategy.	Section 5.2
Who can invest?	Eligible Shareholders of Ironbark as at 7:00 pm (Sydney time) on the Record Date (25 September 2012).	Section 3.3
What are the potential significant risks?	Eligible Shareholders of Ironbark are exposed to a number of risks in acquiring and holding Shares. Key risks specific to Ironbark include: • Market risk - by nature as a listed investment company, Ironbark will always carry investment risk because it must invest its capital in securities which are not risk free. • Investment Manager risk - the success and profitability of Ironbark in part depends upon the ability of the Investment Manager to make investment decisions which result in increases in value over time, the retention of the Investment Manager as manager of the portfolio and the retention of key personnel within the Investment Manager.	Section 6
Is the Offer underwritten?	No.
What are the expenses payable by Ironbark?	The total expenses of the Offer are expected to be approximately $42,000(exclusive of GST).	Section 7.1
What are my alternatives?	You may either: • take up all or part of your Entitlement; • do nothing and allow the rights to acquire all of the New Shares representing your Entitlement to lapse. You may also apply for New Shares in excess of your Entitlement under the Shortfall Offer.	Section 4
How can further information be obtained?	If you require advice as to whether to accept your Entitlement, you should seek professional advice from your legal, investment or other professional adviser.	Section 3.12

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3. Details of the Offer

3.1 Description of the issuer

Ironbark is the issuer of New Shares under this Offer Document.

3.2 Description of the Offer

The Offer consists of a total of 14,155,953 New Shares to be offered by Ironbark by way of a nonrenounceable rights issue and the Shortfall Offer to raise up to approximately $6,794,857 (before expenses of the Offer). This takes the form of a 1 for 10 rights offer together with a right to apply for additional New Shares to meet the shortfall in applications under the Rights Offer (if any).

The Offer is explained in more detail in this Section 3.

3.3 Rights Offer

If you are an Eligible Shareholder, you are being offered an Entitlement to acquire 1 New Share for every 10 Existing Shares held as at the Record Date.

The Issue Price per New Share is $0.48.

The Entitlements are non-renounceable, meaning you do not have the right to sell your Entitlement. Eligible Shareholders have the opportunity to subscribe for all, part or none of their Entitlement to New Shares.

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form. If you have more than one holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each holding.

3.4 Shortfall Offer

In addition to applying for their Entitlement, Eligible Shareholders may apply for additional New Shares out of any Shortfall. Application may be made for these New Shares at the same time as applying for Entitlements under the Rights Offer by completing the relevant box in the Entitlement and Acceptance Form and including the appropriate Application Monies.

Each Eligible Shareholder may apply for any further number of New Shares out of the Shortfall provided that the issue of such New Shares will not result in a breach of the ASX Listing Rules or any applicable law. If the issue of such New Shares to any Eligible Shareholder would result in such a breach, the number of New Shares to be issued under the Shortfall Offer to that Shareholder will be reduced.

If there is no Shortfall, the Application Monies relating to the Shortfall will be returned to Eligible Shareholders as soon as practicable following the Closing Date without interest.

If applications from Eligible Shareholders under the Shortfall Offer exceed the Shortfall, those applications will be scaled back pro-rata in proportion to each applicant's shareholding as at the Record Date, and the number of New Shares produced from that scaling back will be issued.

If scaling back occurs, Application Monies relating to New Shares applied for but not issued will be returned to Shareholders as soon as practicable following the Closing Date without any interest.

There can be no certainty that there will be a Shortfall or that Eligible Shareholders will receive the number of additional New Shares applied for under the Shortfall Offer.

3.5 Offer not underwritten

The Offer is not underwritten.

3.6 Ranking of New Shares

The New Shares will be fully paid and rank equally in all respects with Existing Shares from their date of issue.

The New Shares will be entitled to the dividend of 0.5 cents per share as announced on ASX on 7 August 2012. This dividend has a record date of 17 December 2012 and is payable on 28 December 2012.

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3.7 Allotment

Ironbark expects to allot all New Shares on 24 October 2012.

3.8 Application Monies

Until the time of allotment of New Shares, Ironbark will hold all Application Monies in relation to those New Shares in a purpose specific bank account. Interest earned on any Application Monies (whether or not allotment takes place) will remain the property of Ironbark. Application will be made to ASX for quotation of the New Shares to be issued under the Offer within 7 days of the date of this Offer Document. If application is not so made or if quotation of the New Shares is not granted by ASX within 3 months of the date of this Offer, any allotment of New Shares in response to an application made under this Offer will be void, and all Application Monies received will be returned without interest.

3.9 No minimum subscription

There is no minimum subscription for the Offer.

3.10 Foreign Shareholders

This Offer is made only to Shareholders with a registered address in Australia or New Zealand or such other place in which, or to any person to whom, it would be lawful to make such an offer.

Ironbark is of the view that it is unreasonable to make the Offer to other overseas Shareholders ( Foreign Shareholders ) having regard to:

• the number of Foreign Shareholders;

• the number and value of New Shares that would be offered to Foreign Shareholders; and

• the cost of complying with overseas legal requirements.

This Offer does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Ironbark is not required to make offers under this Offer to Foreign Shareholders. Where this Offer has been despatched to Shareholders domiciled outside Australia or New Zealand and where the country's securities code and/or legislation prohibits or restricts in any way the making of the offers contemplated by this Offer, this Offer is provided for information purposes only.

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up Entitlements under the Offer does not breach regulations in the relevant overseas jurisdiction.

Return of a duly completed Entitlement and Acceptance Form will be taken by Ironbark to constitute a representation that there has been no breach of such regulations.

The offer contained in this Offer to Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Members of the public in New Zealand who are not Shareholders on the Record Date are not entitled to apply for any New Shares.

Ironbark will appoint a nominee approved by ASIC holding an Australian Financial Services Licence ( Nominee ) to take up the Entitlements which would otherwise have been offered to Foreign Shareholders. The Nominee will sell the New Shares issued to it on taking up those Entitlements. All sales will be at prices and otherwise in the manner determined by the Nominee in its sole discretion. Ironbark and the Nominee will not be liable for any failure to sell the New Shares at any particular price. The proceeds of the sale, net of expenses, (if any) will be distributed to each of the Foreign Shareholders in proportion to their Entitlement.

3.11 Taxation

The taxation consequences of investing in the New Shares will depend on your particular circumstances. It is your responsibility, as a potential investor, to make your own enquiries concerning the taxation consequences of an investment in Ironbark. See Section 7.4 for a general discussion of taxation issues. If you are in doubt as to the consequences of an investment, you should consult with your taxation or other professional adviser before investing.

3.12 Enquiries

If you require advice as to whether to accept your Entitlement, you should seek professional advice from your legal, investment or other professional adviser.

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4. Action required by Eligible Shareholders

4.1 Your Entitlement

Your entitlement is shown on the accompanying Entitlement and Acceptance Form. Before taking any action in relation to the Offer, you should read this Offer Document in its entirety and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser.

You may:

• take up all or part of your Entitlement (and you may apply for additional New Shares in excess of your Entitlement); or

• do nothing and allow the rights to acquire all of the New Shares representing your Entitlement to lapse.

4.2 What happens if I accept my full Entitlement?

If you take up your full Entitlement under the Rights Offer, you will not have your shareholding in Ironbark diluted by the Offer.

4.3 What happens if I do not accept my full Entitlement?

If you do not take up your full Entitlement, your proportional shareholding in Ironbark may be diluted.

As the Entitlements are non-renounceable, if you decide not to take up all or part of your Entitlement, it will lapse on the Closing Date to the extent not taken up. If Entitlements lapse Ironbark has reserved the right to place lapsed Entitlements in accordance with the Shortfall Offer and subsequently at the discretion of the Directors of Ironbark.

4.4 How do I accept all, or part, of my Entitlement?

You may accept your Entitlement following the despatch of this Offer Document (2 October 2012). Ironbark will accept applications until the Closing Date (16 October 2012).

If you decide to take up all or part of your Entitlement, or apply for additional New Shares, please complete and return the Entitlement and Acceptance Form with the requisite Application Monies OR pay your Application Monies via BPAY® by following the instructions set out on the Entitlement and Acceptance Form. Ironbark will treat you as applying for as many New Shares as your payment will pay for in full.

The relevant Entitlement and Acceptance Form must be accompanied by cheque, bank draft or money order in Australian dollars drawn on an Australian branch of an Australian bank for the Issue Price of the New Shares for which application is made. All cheques must be made payable to "Ironbark Capital Limited – Rights Offer Account" and crossed "Not Negotiable". Do not forward cash. Receipts for Application Monies will not be issued.

Completed Entitlement and Acceptance Forms and accompanying cheques must be returned to the following address and received no later than 5:00 pm (Sydney time) on 16 October 2012.

Ironbark Limited C/O Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

A reply paid envelope is enclosed for your convenience. If mailed in Australia, no postage stamp is required.

If you are paying by BPAY®, please make sure to use the specific Biller Code and unique Customer Reference Number (CRN) on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the CRN specific to the Entitlement on that Form. If you inadvertently use the same CRN for more than one of your Entitlements, you will be deemed to have applied only for additional New Shares on the Entitlement to which that CRN applies. If you are paying by BPAY® payment, you do not need to mail the personalised Entitlement and Acceptance Form.

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It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5:00pm (Sydney time) on 16 October 2012 (subject to variation). You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

You should read this Offer Document in its entirety before deciding to take up your Entitlement.

4.5 How do I accept the Shortfall Offer?

To participate in the Shortfall Offer, you must accept your full Entitlement in the manner outlined in Section 4.4.

If you are paying by cheque, you must also mark on your Entitlement and Acceptance Form the number of additional New Shares for which you wish to apply under the Shortfall Offer and include Application Monies for those additional New Shares. You must then include the Application Monies and return the relevant Entitlement and Acceptance Forms in the manner outlined in Section 4.4.

If you are paying by BPAY®, you must also pay the additional Application Monies for the additional New Shares you are applying for under the Shortfall Offer in the same payment. You will be treated as having applied for a total number of New Shares under both the Rights Offer and the Shortfall Offer equal to the total amount you have paid divided by the Issue Price.

4.6 Acceptance of applications under the Offer

Completing and lodging an Entitlement and Acceptance Form for the Offer or using the BPAY® facility referred to in the Entitlement and Acceptance Form for the Offer is an offer by you to Ironbark to subscribe for the number of New Shares specified in the Entitlement and Acceptance Form, or the number of New Shares equal to the amount paid using the BPAY® facility divided by the Issue Price, at the Issue Price on the terms and conditions set out in this Offer and the Entitlement and Acceptance Form.

An application for New Shares may be accepted in respect of the full amount applied for, or any amount less than that amount, without further notice to the relevant Eligible Shareholder. Acceptance of an application will give rise to a binding contract with acceptance to take place after the quotation of the New Shares on ASX.

4.7 No duty, brokerage or commission

No stamp duty, brokerage or commission is payable by applicants.

4.8 Licensed dealers

The Offer will be made pursuant to an arrangement between Ironbark and Licensees pursuant to Section 911A(2)(b) of the Corporations Act. Ironbark will only authorise Licensees to make offers to people to arrange for the issue of Shares by Ironbark under the Offers and Ironbark will only issue Shares in accordance with Applications made pursuant to such offers if they are accepted. Ironbark has entered into such an agreement with the Lead Manager.

The Lead Manager holds an appropriate AFS Licence. The Lead Manager will deposit and deal with the Application Monies pursuant to the Offer.

8

5. Purpose and effect of the Offer

5.1 Overview

If the Offer is fully subscribed:

• the New Shares issued pursuant to the Offer will constitute approximately 9% of the total number of issued Shares immediately after the allotment of the New Shares; and

• the total number of Shares on issue after the allotment will be 15,715,478.

The Offer will provide Ironbark with net proceeds of up to approximately $6,752,857 after issue expenses of approximately $ 42,000 . Please refer to Section 5.3 for further information regarding the effect of the Offer on the capital structure.

5.2 Use of funds

The proceeds raised from the Offer will be used for further investments consistent with Ironbark’s investment strategy.

5.3 Impact on capital structure

The table below shows the capital structure of Ironbark on completion of the Offer:

	Number of Shares	Percentage of post-Offer Shares
Existing Shares	141,559,525	90.9%
New Shares (maximum)	14,155,953	9.1%
Total immediately after Offer	155,715,478	100.0%

5.4 Impact on control

The issue of New Shares under the Offer is not expected to have a material effect on the control of Ironbark.

9

5.5 Pro forma balance sheet

Set out below is a pro forma balance sheet of Ironbark on successful completion of the Offer (assuming the Offer is fully subscribed). It is based upon Ironbark's balance sheet as at 30 June 2012 contained in the Preliminary Final Report for Ironbark for the year ended 30 June 2012 as lodged with ASX on 22 August 2012.

The balance sheet has been prepared in accordance with the Corporations Act, the Corporations Regulations 2001, Accounting Standards and other mandatory financial reporting requirements in Australia.

The pro forma balance sheet reflects the impact of the Offer and all transaction costs as if they had occurred on 30 June 2012.

									30 June 2012		30 June 2012
									(before the Offer)		(after the Offer)
									$'000		$'000
	Current assets
	Cash assets								2,147		8,942
	Trade and other receivables								697		697
	Trading portfolio (held for trading)								75,070		75,070
	Current tax assets								7		7
	Other								21		21
	Total current assets								77,942		84,737
	Non- current assets
	Deferred taxassets								1,816		1,816
	Total non-current assets								1,816		1,816
	Total assets								79,758		86,553
	Current liabilities
	Trade and other payables								102		144
	Current tax liabilities								57		57
	Total current liabilities								159		201
	Non-current liabilities
	Deferred tax liabilities								14		14
	Total non-current liabilities								14		14
	Total liabilities								173		215
	Net assets								79,585		86,338
	Equity
	Contributed equity								80,156		86,909
	Retained earnings/(accumulated losses)								(571)		(571)
	losses)
	Total equity								79,585		86,338

10

6. Risk factors

6.1 Overview

There are a number of factors, both specific to Ironbark and of a general nature, which may affect the future performance of Ironbark and the outcome of an investment in Ironbark. There can be no guarantees that Ironbark will achieve its stated objectives, that forecasts will be met or that forward looking statements will be realised.

This Section 6 describes certain, but not all, risks associated with an investment in Ironbark. Prior to making an investment decision, prospective investors should carefully consider the following risk factors, as well as the other information contained in this Offer or of which they are otherwise aware. Directors emphasise that the risk factors set out in this Section are not the only risk factors that could affect the operations of the Company, its financial position and the value of Shares. Applicants should satisfy themselves as to the inherent risks associated with Ironbark and the listed investment company industry before applying for New Shares.

6.2 Risks associated with your holding of Shares

The risks associated with a holding of Shares include the following:

(a) Market risk

By nature as a listed investment company, Ironbark will always carry investment risk because it must invest its capital in securities which are not risk free. However, Ironbark seeks to reduce this investment risk by a policy of diversification of investments across industries and companies operating in various sectors of the market. The Investment Manager is required to act in the Board approved investment management agreement and reports to the Board quarterly on the portfolios performance, material actions of the Investment Manger during that quarter and explanation of the Investment Managers material proposed actions for the upcoming quarter. In addition, the Investment Manager is required to report half-yearly that the Investment Manager has invested Ironbark’s assets in accordance with the approved investment mandate and complied with the Investment Management Agreement requirements during the reporting period. In respect to the current financial year all necessary declarations have been submitted to the Board.

(b) Investment Manager risk

The success and profitability of Ironbark in part depends upon the ability of the Investment Manager to make investment decisions which result in increases in value over time.

It also in part depends upon the retention of the Investment Manager as manager of the portfolio of Ironbark and the retention of key personnel within the Investment Manager with responsibility for managing the portfolio.

The ability of the Investment Manager to continue to manage Ironbark’s portfolio is dependent upon the maintenance of its AFSL and its continued solvency. Maintenance of its AFSL depends, among other things, on the Investment Manager continuing to comply with the ASIC imposed licence conditions and the Corporations Act.

6.3 General risk factors

(a) Share market conditions

The New Shares may trade on ASX at higher or lower prices than the Issue Price following issue. There can be no guarantee that the price of the New Shares will increase.

The price at which the New Shares trade on ASX may be affected by the financial performance of Ironbark and by external factors over which Ironbark have no control. Ironbark does not warrant the future performance of New Shares or any return on investments in those securities.

(b) Economic conditions

The performance of Ironbark is influenced by a variety of general economic and business conditions including the level of inflation, international share markets, interest rates and exchange rates, government fiscal, monetary and regulatory policies and factors peculiar to the investment industry. A prolonged deterioration in general economic conditions, including an increase in interest rates or a decrease in consumer and business demand, could be expected to have a material adverse impact on Ironbark's performance.

11

7. Additional information

7.1 Expenses of the Offer

Expenses connected with the Offer are being borne by Ironbark. The approximate expenses of the Offer including lead manager fee, legal fees, registry fees, printing fees and other general costs are estimated to be $ 42,000 (exclusive of GST).

7.2 Disclosure

This Offer Document contains an Offer to subscribe for continuously quoted securities (as defined in the Corporations Act) of Ironbark and has been prepared in accordance with Section 708AA(2)(f) of the Corporations Act.

In broad terms, Section 708AA relates to rights issues by certain listed companies that do not require the provision of a prospectus or other disclosure document to investors under Part 6D.2 of the Corporations Act. Accordingly, the level of disclosure in this Offer Document is significantly less than that required in a prospectus. Eligible Shareholders should therefore rely upon their own knowledge of Ironbark, refer to disclosures already made by it to ASX, and refer to their professional adviser before deciding to accept the Offer.

7.3 Continuous disclosure and documents available for inspection

Ironbark is a disclosing entity within the meaning of the Corporations Act 2001 and is, and has for the past twelve months been, subject to regular reporting and disclosure obligations.

Ironbark believes that it has fully complied with the general and specific requirements as set forth by the ASIC and ASX in relation to continuous disclosure, which includes the provisions of Chapter 2M of the Corporations Act as they apply to Ironbark and Section 674 of the Corporations Act.

Copies of documents lodged with ASIC in relation to Ironbark may be obtained from, or inspected at, an office of the ASIC.

7.4 Taxation

Set out below is a summary of the Australian tax implications of the Offer for Eligible Shareholders who are residents of Australia for tax purposes and who hold their Shares as capital assets.

The summary below also does not take account of any individual circumstances of any particular Eligible Shareholder. Eligible Shareholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisers.

The summary below does not necessarily apply to Eligible Shareholders who hold their Shares as assets used in carrying on a business or who may carry on the business of security trading, banking or investment. The summary below does not necessarily apply to Eligible Shareholders whose Shares are held as revenue assets or trading stock. The summary below is based on the law in effect as at the date of this Offer Document.

(a) Issue of Entitlements

Subject to the qualifications noted above, the issue of the Entitlements will not itself result in any amount being included in the assessable income of an Eligible Shareholder.

(b) Exercise of Entitlements

Eligible Shareholders who exercise their Entitlements and subscribe for New Shares will acquire those shares with a cost base for capital gains tax ( CGT ) purposes equal to the Issue Price payable by them for those shares plus any non-deductible incidental costs they incur in acquiring those shares, but will not make any capital gain or loss, or assessable income, from exercising the Entitlements or subscribing for the New Shares.

(c) New Shares

Eligible Shareholders who exercise their Entitlements will acquire New Shares. Any future distributions made in respect of those New Shares will be subject to the same taxation treatment as distributions made on Shares held in the same circumstances.

12

On any future disposal of New Shares, Eligible Shareholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Shares. The cost base of those shares is described above.

New Shares will be treated for the purposes of the CGT discount as having been acquired when the Eligible Shareholder exercised the Entitlement to subscribe for them. Accordingly, in order to benefit from the CGT discount in respect of a disposal, the New Shares must have been held for at least 12 months from the date the Entitlements are exercised.

(d) Other Australian taxes

No Australian Goods and Services Tax (GST) or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of New Shares.

7.5 Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Offer that is not contained in this Offer Document.

Any information or representation that is not in this Offer Document may not be relied on as having been authorised by Ironbark or any of their related bodies corporate in connection with the Offer. Except as required by law, and only to the extent so required, none of Ironbark or any other person, warrants or guarantees the future performance of Ironbark or any return on any investment made pursuant to this Offer Document.

7.6 Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded up to the nearest whole number of New Shares.

13

8. Glossary

AFSL

an Australian Financial Services Licence

Application a valid application by way of an Entitlement and Acceptance Form made to subscribe for a specified number of New Shares under the Offer

Application Monies the monies received from applicants for New Shares in accordance with this Offer Document ASIC the Australian Securities and Investments Commission ASX the ASX Limited (ABN 98 008 624 691) ASX Listing Rules the listing rules of ASX Board the board of directors of Ironbark Business Day a day on which ASX is open for trading Closing Date 16 October 2012 Constitution the constitution of Ironbark as amended from time to time Corporations Act the Corporations Act 2001 (Cth) Directors the directors of Ironbark Eligible Shareholder a person who is a Shareholder at the Record Date who is not a Foreign Shareholder Entitlement the non-renounceable right of an Eligible Shareholder to subscribe for New Shares under the Rights Offer Entitlement and Acceptance the personalised form attached to or accompanying this Offer Form Document Existing Shares Shares on issue immediately before the Record Date Foreign Shareholder a Shareholder described as a Foreign Shareholder in Section 3.10 GST goods and services tax Investment Manager Kaplan Funds Management Pty Limited (ACN 079 218 643) Ironbark Ironbark Capital Limited (ACN 008 108 227) Issue Price the issue price of $0.48 per New Share Lead Manager Lodge Partners Pty Ltd (AFSL No. 246271) Licensee a holder of an AFSL New Shares the Shares offered under this Offer Document Offer the Rights Offer and the Shortfall Offer Offer Document this document and any supplementary or replacement Offer Document in relation to this document

Record Date

the date for determining Entitlements under the Offer, being 7:00pm (Sydney time) on 25 September 2012

Rights Issue

the issue of New Shares upon receipt of valid acceptances under the

14

Rights Offer

Rights Offer the offer of Entitlements to New Shares under this Offer Document Shareholder a registered holder of Shares Share Registry Boardroom Pty Limited (ABN 14 003 209 836) Share an ordinary share in Ironbark Shortfall the shortfall in applications for New Shares under the Rights Offer (if any) Shortfall Offer the offer to each Eligible Shareholder to subscribe for New Shares in excess of a Shareholder's Entitlement as described in Section 3.4 Shortfall Shares the New Shares for which applications are not received under the Rights Offer prior to the Closing Date

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Ironbark Capital Limited

ABN

89 008 108 227

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.
	Approximately 14,155,953 shares in the capital of Ironbark Capital Limited are expected to be issued pursuant to the terms of the non- renounceable rights issue and shortfall offer announced to ASX on 14 September 2012. However, the exact number of new shares to be issued is subject to reconciliation of shareholder entitlements and rounding.
	The same as the existing fully paid ordinary shares on issue.

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

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: • 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) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes.
	$0.48 per share.
	To provide Ironbark Capital Limited with additional cash to be used for further investments consistent with Ironbark Capital Limited’s investment strategy.
	No.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable)	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	24 October 2012.
	Number	+Class
	141,559,525	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Not applicable.
	No change.

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. 19 Closing date for receipt of acceptances or renunciations	No.
	Non-renounceable.
	1 new share for every 10 shares held.
	Fully paid ordinary shares.
	7:00 pm (Sydney time) on 25 September 2012.
	No.
	Fractional entitlements will be rounded up to the nearest whole share.
	Any country other than Australia and New Zealand.
	16 October 2012.

• See chapter 19 for defined terms.

Appendix 3B Page 4

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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?	Not applicable.
	Not applicable.
	Lodge Partners Pty Ltd.
	$10,000 (plus GST).
	Not applicable.
	Not applicable.
	2 October 2012.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Not applicable.

• 33 +Despatch date

24 October 2012.

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 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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which Not applicable. +quotation is sought 39 Class of +securities for which Not applicable. quotation is sought 40 Do the[+] securities rank equally in all Not applicable. 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 Not applicable. 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 Not applicable. quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

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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.

• 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.

• 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: 14 September 2012

(Company secretary)

Print name: Peter Roberts

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [414 x 395] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary securities
that became fully paid in that 12 month
period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary
securities cancelled during that 12 month
period
“A”
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

• “B” 0.15 [Note: this value cannot be changed]

• Multiply “A” by 0.15 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C”

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 Note: number must be same as shown in Step 2 Subtract “C” Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

==> picture [414 x 340] intentionally omitted <==

----- Start of picture text -----

“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

ABN 89 008 108 227

==> picture [131 x 94] intentionally omitted <==

14 September 2012

Ironbark Capital Limited: Notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth)

Ironbark Capital Limited ( Ironbark ) today announced a non-renouncable rights offer of 1 ordinary share ( New Share ) for every 10 ordinary shares in Ironbark held as at 7:00 pm (Sydney time) on Tuesday, 25 September 2012 and a shortfall offer in respect of that rights offer to raise approximately $6,794,857 (before expenses of the offer).

This notice is given by Ironbark under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Act ) as modified by the Australian Securities and Investments Commission ( ASIC ).

Ironbark advises that:

1. the New Shares will be offered for issue without disclosure to investors under Part 6D.2 of the Act and without a prospectus for the New Shares being prepared;

2. this notice is being given under section 708AA(2)(f) of the Act as modified by ASIC;

3. as a disclosing entity, Ironbark is subject to regular reporting and disclosure obligations;

4. as at the date of this notice, Ironbark has complied with:

5. (a) the provisions of Chapter 2M of the Act as they apply to Ironbark; and

6. (b) section 674 of the Act;

7. as at the date of this notice, there is no “excluded information” of the type referred to in and for the purposes of sections 708AA(8) and 708AA(9) of the Act as modified by ASIC that is required to be set out in this notice under section 708AA(7) of the Act; and

8. the issue of New Shares is not expected to have a material effect on control of Ironbark.

Yours faithfully

Peter Roberts Company Secretary Ironbark Capital Limited

Ironbark Capital Limited Level 7, 20 Hunter Street, Sydney NSW 2000 Telephone (02) 8236 7701 Fax (02) 9221 1194 www.ironbarkcapital.com