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Lachlan Star Limited Capital/Financing Update 2007

Oct 14, 2007

46929_rns_2007-10-14_6fea4ba4-76e6-4465-856b-210f41a40ccb.pdf

Capital/Financing Update

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Toodyay Resources Limited ABN 88 000 759 535

Level 1 33 Ord Street West Perth, Western Australia 6005 Australia

Telephone: + 61 8 9420 9300 Facsimile: + 61 8 9481 2690

15 October 2007

Company Announcements Office ASX Limited

By e-Lodgement

Dear Sir/Madam

SETTLEMENT OF ACQUISITION TO ACQUIRE ORD INVESTMENTS PTY LTD, BUSHRANGER PROJECT AND CHANGES TO THE BOARD OF DIRECTORS, COMPANY SECRETARY AND REGISTERED OFFICE

On 26 September 2007, shareholders approved the acquisition of Ord Investments Pty Ltd and the Bushranger Project. All of the conditions precedent have now been met and Toodyay Resources Limited has settled the transaction and issued the consideration shares.

The Company wishes to advise that David Steinepreis and Paul Hearne have resigned as directors and Gary Steinepreis as company secretary following the completion of the acquisition. Robert Anderson has been appointed as company secretary.

The registered office and principal place of business has changed to:

Level 3 3 Ord Street West Perth WA 6005

Phone: 08 9321 9334 Fax: 08 9321 9335

PO Box 1523 West Perth WA 6872

SECTION 708A (5)(e) NOTICE Issuer: Toodyay Resources Ltd ABN: 88 000 759 535

The Issuer named above notifies ASX (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) under section 708A(5)(e) that:

  • (a) the securities identified below were issued without disclosure under Part 6D.2 of the Corporations Act;

  • (b) as at the date of this notice the Issuer has complied with the provisions of Chapter 2M as they apply to the Issuer and with section 674 of the Corporations Act; and

  • (c) as at the date of this notice there is no information which is excluded information as contained in sections 708A(7) and (8) of the Corporations Act.

DETAILS OF THE ISSUE OF SECURITIES
Class ofSecurities: Ordinary Shares
ASXCode ofthe Securities: TDR
Date of the issue of Securities: 15 October 2007
Total number of Securities issued: 359,475,352 Ordinary Shares

PO Box 637, West Perth 6872, Western Australia

Appendix 3B, Appendix 3Y and Appendix 3Z’s are attached.

Yours faithfully

==> picture [164 x 107] intentionally omitted <==

Gary Steinepreis Director

PO Box 637, West Perth 6872, Western Australia

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Toodyay Resources Limited

ABN

88 000 759 535

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 Ordinary issued 2 Number of[+] securities issued or to 359,475,352 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities (eg, N/A 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)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

  • 4 Do the[+] securities rank equally in all Yes respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated
holdings
or
despatch of certificates
8
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 2 if applicable)
2 cents each (deemed) 2 cents each (deemed)
Settlement under Sale agreement and acquisition
of Bushranger Project
15 October 2007
Number +Class
720,617,371 Ordinary
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
Number and+class of all+securities
not quoted on ASX (_including_the
securities in clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
99,333
153,333
33,333
66,666
18,333,333
$11.25 options expiring
on 5 November 2007
$16.65 options expiring
on 30 November 2007
$6.45 options expiring on
30 January 2008
$6.30 options expiring on
19 May 2008
1 cent options expiring
on 31 December 2008
N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

18 Names of countries in which the
entity has+security holders who will
not be sent new issue documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing
date
for
receipt
of
acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee or
commission
22 Names of any brokers to the issue
23 Fee or commission payable to the
broker to the issue
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
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

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

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 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

  • 38 Number of securities for which +quotation is sought

  • 39 Class of +securities for which quotation is sought

  • 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  • 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • 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.

  • 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.

Gary Steinepreis Director 15 October 2007

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity Toodyay Resources Ltd ABN 88 000 759 535

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Michael McMullen
Date of last notice 28 September 2007

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Wildeville Enterprises Pty Ltd
McMullen Geological Services Pty Ltd
Date of change 15 October 2007
No. of securities held prior to change 247,027 Ordinary shares
Class Ordinary
Number acquired 98,079,515 Ordinary shares
Number disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Settlement
under
Sale
agreement
for
acquisition of Ord Investments Pty Ltd
No. of securities held after change 98,326,542 Ordinary shares
  • See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Acquisition of Ord Investments Pty Ltd by Example: on-market trade, off-market trade, exercise of options, issue of Toodyay Resources Ltd as approved by securities under dividend reinvestment plan, participation in buy-back shareholders on 26 September 2007

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract -
Nature of interest -
Name of registered holder
(if issued securities)
-
Date of change -
No. and class of securities to
which interest related prior to
change
Note: Details are only required for a contract in relation
to which the interest has changed
-
Interest acquired -
Interest disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and
an estimated valuation
-
Interest after change -
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity Toodyay Resources Ltd ABN 88 000 759 535

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Thomas Duckworth
Date of last notice 28 September 2007

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
TE and JA Duckworth
Date of change 15 October 2007
No. of securities held prior to change -
Class Ordinary
Number acquired 12,259,326 Ordinary shares
Number disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Settlement
under
Sale
agreement
for
acquisition of Ord Investments Pty Ltd
No. of securities held after change 12,259,326 Ordinary shares
  • See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Acquisition of Ord Investments Pty Ltd by Example: on-market trade, off-market trade, exercise of options, issue of Toodyay Resources Ltd as approved by securities under dividend reinvestment plan, participation in buy-back shareholders on 26 September 2007

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract -
Nature of interest -
Name of registered holder
(if issued securities)
-
Date of change -
No. and class of securities to
which interest related prior to
change
Note: Details are only required for a contract in relation
to which the interest has changed
-
Interest acquired -
Interest disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and
an estimated valuation
-
Interest after change -
  • See chapter 19 for defined terms.

Appendix 3Y Page 4

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity Toodyay Resources Ltd ABN 88 000 759 535

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Hamish Bohannan
Date of last notice 28 September 2007

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Hamish and Julie Bohannan
Date of change 15 October 2007
No. of securities held prior to change -
Class Ordinary
Number acquired 20,840,855 Ordinary shares
Number disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Settlement
under
Sale
agreement
for
acquisition of Ord Investments Pty Ltd
No. of securities held after change 20,840,855 Ordinary shares
  • See chapter 19 for defined terms.

Appendix 3Y Page 5

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Acquisition of Ord Investments Pty Ltd by Example: on-market trade, off-market trade, exercise of options, issue of Toodyay Resources Ltd as approved by securities under dividend reinvestment plan, participation in buy-back shareholders on 26 September 2007

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract -
Nature of interest -
Name of registered holder
(if issued securities)
-
Date of change -
No. and class of securities to
which interest related prior to
change
Note: Details are only required for a contract in relation
to which the interest has changed
-
Interest acquired -
Interest disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and
an estimated valuation
-
Interest after change -
  • See chapter 19 for defined terms.

Appendix 3Y Page 6

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity Toodyay Resources Ltd ABN 88 000 759 535

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Hamish Bohannan
Date of last notice 28 September 2007

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Citraen Pty Ltd ATF Franzmann Family
Trust. Director of Citraen.
Date of change 15 October 2007
No. of securities held prior to change 50,000 Ordinary shares
Class Ordinary
Number acquired 51,489,171 Ordinary shares
Number disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Settlement
under
Sale
agreement
for
acquisition of Ord Investments Pty Ltd
No. of securities held after change 51,539,171 Ordinary shares
  • See chapter 19 for defined terms.

Appendix 3Y Page 7

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Acquisition of Ord Investments Pty Ltd by Example: on-market trade, off-market trade, exercise of options, issue of Toodyay Resources Ltd as approved by securities under dividend reinvestment plan, participation in buy-back shareholders on 26 September 2007

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract -
Nature of interest -
Name of registered holder
(if issued securities)
-
Date of change -
No. and class of securities to
which interest related prior to
change
Note: Details are only required for a contract in relation
to which the interest has changed
-
Interest acquired -
Interest disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and
an estimated valuation
-
Interest after change -
  • See chapter 19 for defined terms.

Appendix 3Y Page 8

11/3/2002

Appendix 3Z Final Director’s Interest Notice

Rule 3.19A.3

Appendix 3Z

Final Director’s Interest Notice

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 30/9/2001.

Name of entity: Toodyay Resources Limited ABN: 88 000 759 535

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director David Christian Steinepreis
Date of last notice 17 May 2007
Date that director ceased to be director 15 October 2007

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

  • See chapter 19 for defined terms.

Appendix 3Z Page 1

11/3/2002

Appendix 3Z Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest
Note: Provide details of the circumstances giving rise
to the relevant interest
Linda Steinepreis – spouse
N & J Mitchell Holdings Pty Ltd
< Mitchell Unit Trust>
Potential beneficiary
Number & class of securities
3,900,000 ordinary shares
12,609,583 ordinary shares

Part 3 – Director’s interests in contracts

Detail of contract Nature of interest Name of registered holder (if issued securities) No. and class of securities to which interest relates

  • See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002

Appendix 3Z Final Director’s Interest Notice

Rule 3.19A.3

Appendix 3Z

Final Director’s Interest Notice

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 30/9/2001.

Name of entity Toodyay Resources Limited ABN 88 000 759 535

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director Paul Robert Hearne
Date of last notice 27 July 2007
Date that director ceased to be director 15 October 2007

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

None

  • See chapter 19 for defined terms.

Appendix 3Z Page 3

11/3/2002

Appendix 3Z Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest
Note: Provide details of the circumstances giving rise
to the relevant interest
THE PRH TRUST
Trustee and Beneficiary
Indirect
Number & class of securities
Ordinary 6,350,000

Part 3 – Director’s interests in contracts

Detail of contract Nature of interest Name of registered holder (if issued securities) No. and class of securities to which interest relates

  • See chapter 19 for defined terms.

Appendix 3Z Page 4

11/3/2002