JAMESON RESOURCES LIMITED — Share Issue/Capital Change 2009

Mar 2, 2009

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ASX RELEASE

APPENDIX 3B AMENDMENT

JAMESON RESOURCES LTD

79 Hay Street, Subiaco 6008 Western Australia Phone +61 8 9200 4473 Fax +61 8 9200 4463

CONTACT:

JOHN HOLMES

Executive Director john.holmes@jamesonresources.com.au

DAVID PRENTICE

Non Executive Director david@redforkenergy.com.au

WEBSITE

www.jamesonresources.com.au

DIRECTORS:

Jeff Bennett (Non Exec. Chairman) John Holmes (Executive Director) David Prentice (Non Exec. Director) Stephen Anastos (Non Exec. Director)

ISSUED CAPITAL:

39,574,076 Ordinary Shares 7,166,667 Unlisted Options 15,000,000 Performance Shares

3 March 2009

Company Announcements Manager Australian Stock Exchange Limited 4th Floor 20 Bridge Street SYDNEY NSW 2000

Dear Sirs

Please find attached a revised Appendix 3B replacing the one previously announced on 27 February 2009. The amendment relates to 12,407,408 fully paid ordinary shares which are now included in the total of “quoted shares” per section 8 of the 3B.

The shares are voluntarily restricted for a 12 month period, and are therefore considered by ASX to be “quoted securities.”

Yours faithfully,

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Suzie Foreman Company Secretary

ASX CODE:

JAL (Fully paid Ordinary Shares)

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

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 be (1) Fully paid ordinary shares issued (2) Performance shares

• 2 Number of[+] securities issued or to (1) 12,407,408 be issued (if known) or maximum (2) 15,000,000 number which may be issued

• See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

3 Principal terms of the[+] securities (eg, if options, exercise price and (1) Not Applicable expiry date; if partly paid (2) 5,000,000 Performance Shares will convert +securities, the amount outstanding into 5,000,000 Ordinary Shares upon the and due dates for payment; if completion of a positive bankable feasibility +convertible securities, the study or decision to mine on the Basin Coal conversion price and dates for Mine Project on or before 31 May 2010; and conversion) 5,000,000 Performance Shares will convert into 5,000,000 Ordinary Shares upon the commencement of commercial production on the Basin Coal Mine Project on or before 31 May 2012; and 5,000,000 Performance Shares will convert into 5,000,000 Shares upon the production of 500,000 tonnes of saleable coal from the Basin Coal Mine Project on or before 31 March 2013.

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

4 Do the[+] securities rank equally in (1) Yes all respects from the date of (2) No - Upon conversion of the performance allotment with an existing[+] class shares into ordinary fully paid shares, the of quoted[+] securities? allotted and issued shares will rank equally in all respects with an existing If the additional securities do not class of quoted securities. The rank equally, please state: performance shares do not entitle the • the date from which they do holder to participate in the next dividend • the extent to which they distribution or interest 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 (1) $0.10 (market value on date of issue) (2) Nil 6 Purpose of the issue (If issued as consideration for the (1) Consideration shares for acquisition of acquisition of assets, clearly NWPC Pty Ltd and First Tranche of identify those assets) shares to CEC for acquisition of option over Coal Basin Project. (2) Consideration shares for acquisition of NWPC Pty Ltd 7 Dates of entering[+] securities into (1) & (2) 12 February 2009 uncertificated holdings or despatch of certificates Number ~~+~~ Class 8 Number and +class of all 31,295,576 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	~~+~~Class
	8,278,500 7,166,667 15,000,000	Fully Paid Ordinary Shares Options exercisable at $0.20 on or before 30 November 2010 Performance Shares
	n/a

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
20	Names of any underwriters

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date

Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

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)

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 noone 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.

Sign here: (Company Secretary)

Date: 3 March 2009

Print name: Suzie Foreman

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003