LEGEND MINING LIMITED — Share Issue/Capital Change 2012

May 7, 2012

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

Legend Mining Limited

ACN 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).

• 1 +Class of +securities issued or to be Fully paid ordinary shares issued

• 2 Number of[+] securities issued or to 10,000,0000 be issued (if known) or maximum number which may be issued

• 3 Principal terms of the[+] securities Fully paid ordinary shares (eg, 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.

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4Do the+securities rank equally in allrespects from the date of allotmentwith an existing+class of quoted+securities?If the additional securities do notrank equally, please state: the date from which they do theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment the extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment5Issue price or consideration	4Do the+securities rank equally in allrespects from the date of allotmentwith an existing+class of quoted+securities?If the additional securities do notrank equally, please state: the date from which they do theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment the extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment5Issue price or consideration	Yes	Yes	Yes	Yes	Yes	Yes
		N/A
6Purpose of the i(If issued as c	ssueonsideration for the
		Pursuant to the	terms and c		onditions of	the Share	Saleand
acquisition of athose assets)	ssets, clearly identify	Agreement entOroya Mining	ered into bLimited.		etween the	Company
7Dates of entering+securities intouncertificated holdings or despatchof certificates8Numberand+classofall+securitiesquotedonASX(_including_the securities in clause2 if applicable)		8 May 2012
		Number		+Class
		1,990,350,801		Ordinary Fully Paid Shares

• See chapter 19 for defined terms.

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			Number		+Class
9	Number and	+class of all		2,400,000	Options exercisable at 4.25
	+securities not quoted on ASX				cents expiry 22/05/2012
	(_including_the securities in
	clause 2 if applicable)			9,000,000	Options exercisable at 5.3
					cents expiry 16/12/2014
				191,250,000	Options exercisable at 4 cents
					expiry 04/02/2015
				30,000,000	Options exercisable at 6 cents
					expiry 21/12/2015
				199,750,000	Options exercisable at 4 cents
					expiry 04/02/2015
				400,000,000	Options Exercisable at 4 cents
					expiry 04/02/2015
				400,000,000	Options exercisable at 4 cents
					expiry 04/02/2015
				14,400,000	Options exercisable at 5 cents
					expiry04/02/2015

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - DELETED – NOT APPLICABLE

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

• See chapter 19 for defined terms.

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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 ]

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.

• See chapter 19 for defined terms.

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Sign here: Date: 8 May 2012 (Company secretary) Print name: Dennis Wilkins == == == == ==

• See chapter 19 for defined terms.

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8 May 2012

Company Announcements Office ASX Limited 20 Bond Street SYDNEY NSW 2000

Dear Sir

ISSUE OF LEGEND MINING LIMITED SHARES – SECONDARY TRADING NOTICE NOTIFICATION PURSUANT TO PARAGRAPH 708A(5)(e) OF THE CORPORATIONS ACT 2001 (Act)

On 7 May 2012, Legend Mining Limited ( Company ) issued 10,000,000 fully paid ordinary shares to Oroya Mining Limited in part consideration under the Share Sale Agreement entered into between the Company and Oroya Mining Limited ( Securities ).

Secondary Trading Exemption

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

• (a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;

• (b) as at 8 May 2012 the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

• (c) as at 8 May 2012 there is no information:

  • i. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  • ii. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

    • B. the rights and liabilities attaching to the Securities.

Yours faithfully

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Dennis Wilkins

Company Secretary

Level 2 / 640 Murray Street, West Perth WA 6005 PO Box 626, West Perth WA 6872 Tel: +61 8 9212 0600 | Fax +61 8 9212 0611 www.legendmining.com.au