LEGEND MINING LIMITED — Capital/Financing Update 2005

Jan 30, 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).

+ Class of + securities issued or to be issued	1. Ordinary Shares & Options Secured Convertible Note
Number of $+$ securities issued or to be issued (if known) or maximum number which may be issued	75,000,000 Ordinary shares 75,000,000 Vendor Options 2. I (Face value of \$5,000,000 per note)

⁺ See chapter 19 for defined terms.

3	Principal terms of the "securities (eg, if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates payment; if convertible for securities, the conversion price and dates for conversion)	1. 2.	Ordinary shares - not applicable Options $-$ exercisable at 4 cents each expiring 31 May 2009 10% coupon rate expiry date -10 November 2006. At the election of the noteholder, 4 cents plus the issue of one option for every share issued at an exercise price of 4 cents each expiring 10 November 2006. As approved at 10 January 2005 General Meeting.
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	1. 2.	Ordinary shares - shares rank equally Options $-$ only rank equally upon the exercise of the options into ordinary shares. The Convertible note is secured by way of a fixed and floating charge over the assets of the Company as disclosed in the Notice of General Meeting for 10 January 2005.
5	Issue price or consideration	Ι.	Ordinary shares $-5.9$ cents per share Options - nil consideration
		2.	Convertible Note - \$5,000,000
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		Refer to Notice of General Meeting for 10 January 2005.

Dates of entering *securities into
uncertificated holdings or despatch $\overline{7}$ of certificates

17 January 2005

$\bar{8}$ Number and *class of all *securities quoted on ASX
(including the securities in clause 2 if applicable)

Number	+ Class
245,633,328 36,174,207	Ordinary Shares Options - expiring 30 April 2005 with an exercise price of $15$ cents each

$\div$ See chapter 19 for defined terms.

		Number	+ Class
0	and + class of Number all	2,350,000	Unlisted options
	*securities not quoted on ASX		exercisable at 22 cents
	(including the securities in clause 2		expiring 1 June 2006
	if applicable)
		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	Vendor options
			exercisable at 4 cents
			each expiring 31 May
			2009
		ĺ	Secured Convertible
			Note (\$5,000,000 face
			value) 10% coupon rate
			expiring 10 November
			2006
10	Dividend policy (in the case of a	The	Company does not anticipate paying
	trust, distribution policy) on the	dividends in the foreseeable future.
	increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	security holder approval Is. required?
12 2	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
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 $\sigma$ f acceptances or renunciations

$\div$ See chapter 19 for defined terms.

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 renunciations on behalf of ÔΓ *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.

• 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
• $(b)$

$(a)$

All other securities

Example: restricted securities at the end of the eserowed 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

(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 $\pm$ 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 and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

Number	+ Class

(now go to $43$ )

$\div$ See chapter 19 for defined terms.

All enfities

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.

Ouotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• $\ddot{\phantom{1}}$ 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. $\bullet$
• 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 $\bullet$ 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 $\bullet$ quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

$\div$ 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.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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)

Print name: Andrew Chapman

$\div$ See chapter 19 for defined terms.