JAMESON RESOURCES LIMITED — Capital/Financing Update 2013

Aug 15, 2013

16 August 2013

Fast Facts	ASX: JAL
Share Price Range (6mths)	$0.21 - $0.36
Shares on issue	171,361,453
Options ($0.15 -$0.35)	11,080,556
Market Capitalisation	~$40M
Cash Position (August, 2013)	$5.2M

Major Shareholders
(as at August 2013)
Macquarie Bank	8.8%
Nefco Nom PL	5.6%

Directors & Management

David Fawcett (Chairman) Art Palm (Executive Director & CEO) John Holmes (Executive Director) David Prentice (Non Executive Director) Jeff Bennett (Non Executive Director)

Key Projects

Crown Mountain Coal Project Elk Valley Coalfields, Canada Dunlevy Coal Project Peace River Coal Fields, Canada

Investment Highlights

• Positioned in world class metallurgical coalfields

• Significant development expertise on board with successful track record

• Modern rail and port facilities

• Strong financial position

Newsflow / Catalysts

Crown exploration commences Q3 2013 Crown PFS commences Q4 2013 Dunlevy regulatory approvals Overview Q3 2013 Dunlevy exploration commences Q4 2013

Contact Details

Australia

L2, 79 Hay Street, Subiaco WA, 6008 Overview P +61 (8) 9200 4473 F +61 (8) 9200 4463 E admin@jamesonresources.com .au

Notice Given Under s708A(5) of the

Corporations Act

Jameson Resources Limited (“Jameson” or the “Company”) announced on 7th August 2013 that it agreed to place 13 million fully paid ordinary shares at A$0.20 per share to sophisticated and institutional investors along with Company Directors to raise approximately A$2.6 million (“the Placement”) before costs.

The Company has today completed the issue of 12,825,000 fully paid ordinary shares at A$0.20 per share (“Placement Shares”) to sophisticated and institutional investors (“First Tranche”) raising A$2.565 million before costs under its current 15% capacity under ASX Listing Rule 7.1. In addition, a second tranche consisting of 300,000 Placement Shares (“Second Tranche”) to raise a further A$60,000 will be issued to Company Directors subject to shareholder approval at the Company’s next Annual General Meeting.

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act. The First Tranche Placement Shares were issued without disclosure to the investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act.

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

• (a) The provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• (b) Section 674 of the Corporations Act.

The Company confirms that, as at the date of this notice, there is no information that:

1. Has been excluded from a continuous disclosure notice given to ASX in accordance with the ASX Listing Rules; and

2. Investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

3. (a) The assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

4. (b) The rights and liabilities attaching to fully paid ordinary shares;

to the extent to which it would be reasonable for investors and their professional advisers to expect to find such information in a disclosure document.

The corresponding Appendix 3B is attached.

Canada

S8, 1199 West Hastings, Vancouver P +1 (604) 629-8605

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www.jamesonresources.com.au

Yours faithfully,

For and on behalf of Jameson Resources Limited

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Suzie Foreman Company Secretary

About Jameson Resources Limited

Jameson Resources Limited (ASX:JAL) is a junior resources company focused on the acquisition, exploration and development of strategic coal projects in western Canada. The Company has a 90% interest in the Crown Mountain coal project, and a 100% interest in the Peace River coal projects located in British Columbia. Jameson’s tenement portfolio in British Columbia is positioned in coalfields responsible for the majority of Canada’s metallurgical coal exports and are all close to railways connecting to export facilities.

To learn more, please contact the Company at +61 89200 4473 visit: www.jamesonresources.com.au

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www.jamesonresources.com.au

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

Jameson Resources Limited

ABN

89 126 398 294

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 (a) Fully paid ordinary shares; and be issued (b) Unlisted Options 2 Number of[+] securities issued or (a) 12,825,000 fully paid ordinary shares; and to be issued (if known) or (b) 2,000,000 unlisted options maximum number which may be issued 3 Principal terms of the (a) Not applicable Fully paid ordinary shares; +securities (eg, if options, (b) Unlisted options are exercisable at $0.20 exercise price and expiry date; if on or before 31 August 2016 partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally (a)Yes in all respects from the date of (b) No- Upon conversion of the options into allotment with an existing[+] class ordinary fully paid shares, the allotted of quoted[+] securities? and issued shares will rang equally in all respects with an existing class of If the additional securities do quoted securities. The options do not not rank equally, please state: entitle the holder to participate in the  the date from which they do next dividend distribution or interest  the extent to which they payment. 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 (a) $0.20 per share (b) Nil 6 Purpose of the issue (a) Issue of First Tranche placement shares to (If issued as consideration for sophisticated and professional investors to the acquisition of assets, clearly fund the exploration drilling program on the identify those assets) Crown Mountain Project. (b) Issue of options to the Company’s corporate advisors as consideration for acting as a lead manager for the Placement. 6a Is the entity an[+] eligible entity Yes 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 AGM on 29 November 2012 resolution under rule 7.1A was passed 6c Number of[+] securities issued 12,825,000 fully paid ordinary shares without security holder approval under rule 7.1

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 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
	Refer Annexure 1.
	16 August 2013
	Number	+Class
	171,361,453	Ordinary Fully Paid

• 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)	Number	+Class
	9,080,556 2,000,000 20,000,000 1,000,000 2,600,000 2,600,000 2,600,000	Options exercisable at $0.15 on or before 30 September 2014 Options exercisable at $0.20 on or before 31 August 2016 Exchangeable Shares issued in Jameson Resource’s Canadian subsidiary NWP Coal Canada Ltd. Performance Rights A expiring 30 August 2014 Performance Rights B expiring 30 August 2015 Performance Rights C expiring 30 August 2016 Performance Rights D expiring 30 August 2016

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Not Applicable

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

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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?

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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

• 33 +Despatch date

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 7

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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 8

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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: ( ~~Director/~~ Company secretary)

Date: 16 August 2013

Print name: Suzie Foreman

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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

• Insert number of fully paid ordinary 154,783,676 securities on issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities 3,752,777 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 0 securities cancelled during that 12 month period “A” 158,536,453

• See chapter 19 for defined terms.

Appendix 3B Page 10

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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 23,780,468

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 14,825,000 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” 14,825,000

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	23,780,468
Note: number must be same as shown in
Step 2
Subtract“C”	14,825,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	8,955,468
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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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” 158,536,453 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 15,853,645

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 0 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” 0

• See chapter 19 for defined terms.

Appendix 3B Page 12

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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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	15,853,645
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	15,853,645 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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