MAGNETITE MINES LIMITED. — Director's Dealing 2013

Jan 30, 2013

31 January 2013

Level 3, IBM Building 1060 Hay Street, West Perth Western Australia 6005

PO Box 7525 Cloisters Square, Perth Western Australia 6850

The Manager Companies Announcement Office Australian Stock Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Telephone:+61 8 9322 8542 Facsimile:+61 8 9322 6577 info@royalresources.com.au

www.royalresources.com.au ABN: 34 108 102 432

Via Electronic Lodgement

Dear Sir/Madam

Incentive Options - Amended exercise price

I wish to advise you that an administrative error has resulted in the options issued to directors on 27 November 2012 with an incorrect exercise price of $0.17.

Pursuant to shareholder approval granted at the Annual General Meeting held on 27 November 2012 the 6,500,000 options issued to directors had an exercise price of $0.16.

The Appendix 3Y and Appendix 3B that had been issued have subsequently been corrected to reflect the correct exercise price of the options.

Yours faithfully

ROYAL RESOURCES LIMITED

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Tony Heslop COMPANY SECRETARY

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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 30/09/01 Amended 01/01/11

Name of entity	ROYAL RESOURCES LIMITED
ABN	34 108 102 432

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	Frank DeMarte
Date of last notice	30/06/2012

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	BOTH DIRECT AND INDIRECT
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Relevant interests arise by virtue of the power to control the voting rights attached to the securities of the entities.
Date of change	29/11/2012

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change Frank DeMarte The DeMarte Family Trust Grandeur Holdings Pty Ltd The DeMarte Superannuation Fund	320,833 ordinary shares. 45,833 quoted options exercisable at 12 cents each on or before 31 October 2013. 2,953,730 ordinary shares. 329,104 quoted options exercisable at 12 cents each on or before 31 October 2013. 750,000 unquoted options exercisable at 30 cents each on or before 30 November 2013. 1,250,000 unquoted options exercisable at 55 cents each on or before 26 November 2014. 1,500,000 unquoted options exercisable at 28 cents each on or before 29 November 2015. 1,750,000 unquoted options exercisable at 21 cents each on or before 27 November 2016. 45,297 ordinary shares. 6,471 options exercisable at 12 cents each on or before 31 October 2013. 368,275 ordinary shares 138,325 options exercisable at 12 cents each on or before 31 October 2013.
Class	Unquoted options exercisable at 16 cents each on or before 27 November 2017.
Number acquired	1,500,000
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Frank DeMarte The DeMarte Family Trust Grandeur Holdings Pty Ltd The DeMarte Superannuation Fund

320,833 ordinary shares. 45,833 quoted options exercisable at 12 cents each on or before 31 October 2013. 2,953,730 ordinary shares. 329,104 quoted options exercisable at 12 cents each on or before 31 October 2013. 750,000 unquoted options exercisable at 30 cents each on or before 30 November 2013. 1,250,000 unquoted options exercisable at 55 cents each on or before 26 November 2014. 1,500,000 unquoted options exercisable at 28 cents each on or before 29 November 2015. 1,750,000 unquoted options exercisable at 21 cents each on or before 27 November 2016. 1,500,000 Unquoted options exercisable at 16 cents each on or before 27 November 2017. 45,297 ordinary shares. 6,471 quoted options exercisable at 12 cents each on or before 31 October 2013. 368,275 ordinary shares. 138,325 quoted options exercisable at 12 cents each on or before 31 October 2013.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of unquoted options.

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

Not applicable

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

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----- Start of picture text -----

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
-
----- End of picture text -----

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No. above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period? - If prior written clearance was provided, on what date was this provided? -

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

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 30/09/01 Amended 01/01/11

Name of entity	ROYAL RESOURCES LIMITED
ABN	34 108 102 432

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	Malcolm Randall
Date of last notice	30/06/2012

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	BOTH DIRECT AND INDIRECT
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Relevant interests arise by virtue of the power to control the voting rights attached to the securities of the entities.
Date of change	29/11/2012

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change Renique Holdings Pty Ltd (Randall Super Fund A/C)	1,387,383 ordinary shares. 198,197 quoted options exercisable at 12 cents each on or before 31 October 2013. 500,000 quoted options exercisable at 30 cents each on or before 30 November 2013. 500,000 unquoted options exercisable at 55 cents each on or before 26 November 2014. 750,000 unquoted options exercisable at 28 cents each on or before 29 November 2015. 1,000,000 unquoted options exercisable at 21 cents each on or before 27 November 2016.
Class	Unquoted options exercisable at 16 cents each on or before 27 November 2017.
Number acquired	1,500,000
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Renique Holdings Pty Ltd (Randall Super Fund A/C)

1,887,383 ordinary shares. 198,197 quoted options exercisable at 12 cents each on or before 31 October 2013. 500,000 quoted options exercisable at 30 cents each on or before 30 November 2013. 500,000 unquoted options exercisable at 55 cents each on or before 26 November 2014. 750,000 unquoted options exercisable at 28 cents each on or before 29 November 2015. 1,000,000 unquoted options exercisable at 21 cents each on or before 27 November 2016. 1,500,000 Unquoted options exercisable at 16 cents each on or before 27 November 2017.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of unquoted options.

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	Not Applicable
Nature of interest	Not Applicable
Name of registered holder (if issued securities)	Not Applicable
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	Not Applicable
Interest acquired	-
Interest disposed	-

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation - Interest after change -

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No.
If so, was prior written clearance provided to allow the trade to proceed during this period?	-
If prior written clearance was provided, on what date was this provided?	-

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

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 ROYAL RESOURCES LIMITED ABN 108 102 432

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	Marcus Flis
Date of last notice	10/04/2012

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

Direct or indirect interest	BOTH DIRECT AND INDIRECT
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Relevant interests arise by virtue of the power to control the voting rights attached to the securities of the entities.
Date of change	29/11/2012

• See chapter 19 for defined terms.

Appendix 3Y Page 1

30/9/2001

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change Mr Marcus Ferdinand Flis (M & S Flis Super Fund A/C) Susan Flis Rowan Tree Fund Account	266,700 ordinary shares. 38,100 quoted options exercisable at 10 cents each on or before 31 October 2011. 1,500,000 options expiring 6 April 2013 exercisable at 50 cents each. 233,333 ordinary shares. 33,333 quoted options exercisable at 10 cents each on or before 31 October 2011. 1,000,000 options expiring 30 April 2013 exercisable at 8 cents each. 1,333,333 ordinary shares. 333,333 quoted options exercisable at 10 cents each on or before 31 October 2011. 1,500,000 unquoted options exercisable at 55 cents each on or before 26 November 2014. 1,750,000 unquoted options exercisable at 28 cents each on or before 29 November 2015. 2,000,000 unquoted options exercisable at 21 cents each on or before 27 November 2015.
Class	Unquoted options exercisable at 16 cents each on or before 27 November 2017.
Number acquired	2,000,000
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

30/9/2001

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change (M & S Flis Super Fund A/C) Susan Flis (Rowan Tree Fund A/C)

266,700 ordinary shares. 38,100 quoted options exercisable at 12 cents each on or before 31 October 2013. 1,500,000 options expiring 6 April 2013 exercisable at 50 cents each. 233,333 ordinary shares. 33,333 quoted options exercisable at 12 cents each on or before 31 October 2013. 1,000,000 options expiring 30 April 2013 exercisable at 8 cents each. 1,333,333 ordinary shares. 333,333 quoted options exercisable at 12 cents each on or before 31 October 2013. 1,500,000 unquoted options exercisable at 55 cents each on or before 26 November 2014. 1,750,000 unquoted options exercisable at 28 cents each on or before 29 November 2015. 2,000,000 unquoted options exercisable at 21 cents each on or before 27 November 2016. 2,000,000 Unquoted options exercisable at 16 cents each on or before 27 November 2017.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan,participation in buy-back

Issue of unquoted options.

Part 2 – Change of director’s interests in contracts

Detail of contract Not applicable 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

• See chapter 19 for defined terms.

Appendix 3Y Page 3

30/9/2001

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a[+] closed period where prior written clearance was No. required? If so, was prior written clearance provided to allow the trade to proceed during this period? - If prior written clearance was provided, on what date was this provided? -

• See chapter 19 for defined terms.

Appendix 3Y Page 4

30/9/2001

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 30/09/01 Amended 01/01/11

Name of entity	ROYAL RESOURCES LIMITED
ABN	34 108 102 432

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	Philip Crabb
Date of last notice	30/06/2012

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	BOTH DIRECT AND INDIRECT
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Relevant interests arise by virtue of the power to control the voting rights attached to the securities of the entities.
Date of change	29/11/2012

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change Philip G Crabb June W Crabb Ioma Pty Ltd (The Gemini Fund Account) Ragged Range Mining Pty Ltd The Crabb Superannuation Fund	750,000 unquoted options exercisable at 30 cents each on or before 30 November 2013. 10,430 ordinary shares. 1,490 quoted options exercisable at 12 cents each on or before 31 October 2013. 12,596,539 ordinary shares. 680,384 quoted options exercisable at 12 cents each on or before 31 October 2013. 1,000,000 unquoted options exercisable at 50 cents each on or before 30 June 2012. 750,000 unquoted options exercisable at 55 cents each on or before 26 November 2014. 1,000,000 unquoted options exercisable at 28 cents each on or before 29 November 2015. 1,250,000 unquoted options exercisable at 21 cents each on or before 27 November 2016. 5,753,713 ordinary shares. 1,188,428 quoted options exercisable at 12 cents each on or before 31 October 2013. 6,290,272 ordinary shares 195,833 quoted options exercisable at 12 cents each on or before 31 October 2013.
Class	Unquoted options exercisable at 16 cents each on or before 27 November 2017.
Number acquired	1,500,000
Number disposed	-

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil.
No. of securities held after change Phillip G Crabb June W Crabb Ioma Pty Ltd (The Gemini Fund Account) Ragged Range Mining Pty Ltd The Crabb Superannuation Fund	750,000 unquoted options exercisable at 30 cents each on or before 30 November 2013. 10,430 ordinary shares. 1,490 quoted options exercisable at 12 cents each on or before 31 October 2013. 12,596,539 ordinary shares. 680,384 quoted options exercisable at 12 cents each on or before 31 October 2013. 750,000 unquoted options exercisable at 55 cents each on or before 26 November 2014. 1,000,000 unquoted options exercisable at 28 cents each on or before 29 November 2015. 1,250,000 unquoted options exercisable at 21 cents each on or before 27 November 2016. 1,500,000 Unquoted options exercisable at 16 cents each on or before 27 November 2017. 5,753,713 ordinary shares. 1,188,428 quoted options exercisable at 12 cents each on or before 31 October 2013. 6,290,272 ordinary shares. 195,833 quoted options exercisable at 12 cents each on or before 31 October 2013.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issue of unquoted options.

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.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Detail of contract	Not Applicable
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	-

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No.
If so, was prior written clearance provided to allow the trade to proceed during this period?	-
If prior written clearance was provided, on what date was this provided?	-

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

ROYAL RESOURCES LIMITED (“the Company”)

ABN

34 108 102 432

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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (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)	Unquoted options
	6,500,000
	Options to acquire ordinary fully paid shares in the capital of the Company with an exercise price of 16 cents each and an expiry date of 27 November 2017.

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	No, the options will not rank equally in all respects from the date of allotment with existing class of quoted securities, unless the options are exercised.
	The options were issued for no consideration.
	Granting of incentive options to Directors pursuant to shareholder approval granted at Annual General Meeting held on 27 November 2012.
	Yes
	27 November 2013
	None

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 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 section 2 if applicable)	None	None
	None
	6,500,000 employee options, exception 9.
	Not applicable
	Not applicable
	Rule 7.1 50, 347, 955 Rule 7.1A 33, 565, 303
	27 November 2012
	Number	+Class
	335,653,030 34,742,988	Ordinary fully paid. Options expiring 31 October 2013 exercisable at 12 cents each.

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

9 Number and+class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	1,500,000 3,000,000 1,600,000 4,500,000 1,125,000 150,000 5,750,000 1,780,000 2,545,000 500,000 6,750,000 6,500,000	Options expiring 6 April 2013 exercisable at 50 cents each. Options expiring 30 November 2013 exercisable at 30 cents each. Options expiring 30 April 2013 exercisable at 8 cents each. Options expiring 26 November 2014 exercisable at 55 cents each. Options expiring 13 May 2013 exercisable at 30 cents each. Options expiring 19 July 2013 exercisable at 30 cents each. Options expiring 29 November 2015 exercisable at 28 cents each. Options expiring 9 June 2014 exercisable at 24 cents each. Options expiring 9 July 2015 exercisable at 17 cents each. Options expiring 29 July 2015 exercisable at 19 cents each. Options expiring 27 November 2016 exercisable at 21 cents each. Options expiring 27 November 2017 exercisable at 16 cents each.
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

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 entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

• 33 +Despatch date

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

• 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 7

01/08/2012

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 8

01/08/2012

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.

• 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.

==> picture [70 x 66] intentionally omitted <==

Sign here: ............................................................ (Company secretary)

Date: 21 January 2013

Print name: TONY HESLOP

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	303 046 777
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Exercise of quoted options • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	nil 29,700,000 2,906,253 2,758,859 issued 7/11/11 394 issued 13/2/12 20,000 issued 15/3/12 100,000 issued 3/7/12
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	nil
“A”	335,653,030

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 50,347,955

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2 nil • Under rule 7.1A nil • With security holder approval under rule nil 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	50,347,955
Note: number must be same as shown in
Step 2
Subtract“C”	nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	50,347,955
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 335,653,030 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 33,565,303

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

nil

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	33,656,303
Subtract“E” Note: number must be same as shown in Step 3	nil
Total[“A” x 0.10] – “E”	33,565,303 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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01/08/2012