LEGEND MINING LIMITED — Capital/Financing Update 2005

Feb 10, 2005

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.

Name of entity

Legend Mining Limited

ABN

22 060 966 145

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary Shares & Options

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the *securities 3 (eg. if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if securities. *convertible the conversion price and dates for conversion)

87,783,166 Ordinary shares

$N/A$

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do 2 9 extent to which the 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 cents per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Funding Gidgee exploration activities and 1. working capital. Findlay $& Co. Stockbrokers Ltd the issue of$ 2. 4,290,000 shares in lieu of broker fee of \$257,400
7	Dates of entering *securities into
	uncertificated holdings 0ľ despatch of certificates	11 February 2005
		Number	+ Class
8	and + class Number οf all *securities quoted ASX. on (including the securities in clause 2 if applicable)	258,416,494 36,174,207	Ordinary Shares Options - expiring 30 April 2005 with an exercise price of 15 cents each

		Number	+ Class
9	Number and + class of all *securities not quoted on ASX (including the securities in clause	75,000,000	Ordinary Shares (Escrow)
	2 if applicable)	2,350,000	Unlisted options exercisable at 22 cents expiring 1 June 2006
		250,000	Employee Options exercisable at 20 cents expiring 30 July 2007
		1,500,000	Directors Options convertible at 30 cents expiring 30 July 2007
		75,000,000	Unlisted options exercisable at 4 cents each expiring 31 May 2009 (Escrow)
		Ť	Secured Convertible Note (\$5,000,000 face value) 10% coupon rate expiring 10 November 2006
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	The dividends in the foreseeable future.	Company does not anticipate paying

Part 2 - Bonus issue or pro rata issue

11	holder security approval Is 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	determine *Record date to entitlements

$+$ See chapter 19 for defined terms.

• 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: ruie 7.7.

19 Closing date for receipt $\sigma f$ acceptances or renunciations

• 20 Names of any underwriters
• Amount of any underwriting fee or 21 commission
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue
• Amount of any handling fee 24 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)
• Date rights trading will end (if 29 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 5

• 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 $(tick one)$
• Securities described in Part 1

$(a)$

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 conve

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

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"

(now go to $43$ )

⁺ See chapter 19 for defined terms.

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: 2 the date from which they do 7 which the extent to. they participate for the next dividend, (in the case of a trust, distribution) or interest payment
	2. 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 οf another security, clearly identify that other security)
42	Number and + class of all + securities quoted on ASX (including the securities in clause 38)	Number	+ Class

(now go to $43$ )

$+$ See chapter 19 for defined terms.

All entities

Fees

43

Payment method (tick one)
Cheque attached
Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the "securities to be quoted complies with the law and is not for an illegal $\ddot{\phantom{0}}$ purpose.
• There is no reason why those *securities should not be granted *quotation. $\bullet$
• An offer of the "securities for sale within 12 months after their issue will not require $\bullet$ 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.

⁺ See chapter 19 for defined terms.

• $\overline{3}$ 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.
• $\overline{4}$ 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.

$\mathcal{S}_{\mathsf{gen}}$

Sign here: (Company secretary) Date: 11 February, 2005.

Print name: Andrew Chapman

⁺ See chapter 19 for defined terms.