MAGONTEC LIMITED — Share Issue/Capital Change 2013

May 15, 2013

==> picture [521 x 111] intentionally omitted <==

Office 10 Level 8 139 Macquarie St Sydney NSW 2000 Australia Ph: 61 2 8231 7085 Fax: 61 2 9252 8960

Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street Sydney, NSW, 2000

Dear Sirs,

16 May 2013

Magontec Limited (Company) – Conversion of Options Issued In Terms of Renounceable Rights Prospectus Dated 23 November 2012

The attached Appendix 3B records the detail of securities to be listed following the conversion of options issued as per the above Prospectus.

Yours Sincerely

==> picture [147 x 63] intentionally omitted <==

John Talbot Company Secretary

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

Magontec Limited

ABN

510 1044 1666

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 Fully paid ordinary shares be
issued 2 Number
of[+] securities
issued
or 1,200 fully paid ordinary shares to
be
issued
(if
known)
or maximum
number
which
may
be issued 3 Principal
terms
of
the[+] securities 1,200 shares issued pursuant to (eg,
if
options,
exercise
price
and shareholders exercising their right to expiry date; if partly paid convert options issued in terms of the +securities, the amount Company’s Prospectus dated 23 outstanding
and
due
dates
for November 2012 and released to the ASX payment; if +convertible on the same date. securities,
the
conversion
price and
dates
for
conversion)

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  2

01/08/2012

Appendix
3B New
issue
announcement

4 Do
the[+] securities
rank
equally Yes 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 1,200 shares issued @ $0.02 per share 6 Purpose
of
the
issue An integral part of the Company’s fund (If
issued
as
consideration
for raising in terms of the aforesaid prospectus the
acquisition
of
assets,
clearly identify
those
assets) 6a Is
the
entity
an[+] eligible
entity No 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 NA resolution
under
rule
7.1A
was passed 6c Number
of[+] securities
issued NA without
security
holder
approval under
rule
7.1 6d Number
of[+] securities
issued NA with
security
holder
approval under
rule
7.1A

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
3

Appendix
3B New
issue
announcement

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)	NA
	NA
	NA
	NA
	NA
	16 May 2013
	Number	+Class
	649,305,940 440,337,444	Fully paid ordinary shares Options exercisable at 2 cents each at any time on or before 3 January 2014.

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  4

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)	Number	+Class
	1,300,000 61,237,218 70,000,100	Options having an exercise price of $0.10 expiring on 16 August 2013 Options inherent in Convertible Loan Note #1 for $3,368,047 issued to Straits Mine Management Pty Ltd expiring on 1 July 2014. Options inherent in Convertible Loan Note #2 for $3,500,000 issued to Straits Mine Management Pty Ltd expiring on 28 November 2015.

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

No policy exists

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval NA required?

• 12 Is
  the
  issue
  renounceable
  or
  non-­‐ NA renounceable?

• 13 Ratio
  in
  which
  the[+] securities
  will NA be
  offered

• 14 +Class
  of +securities
  to
  which
  the NA offer
  relates

• 15 +Record date to determine NA entitlements

• 16 Will holdings on different NA registers
  (or
  subregisters)
  be aggregated for calculating entitlements?

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
5

Appendix
3B New
issue
announcement

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	NA
	NA
	NA

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  6

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

NA NA NA NA NA NA NA NA NA NA NA NA

NA

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
7

Appendix
3B New
issue
announcement

33 +Despatch
date

NA

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
8

01/08/2012

Appendix
3B New
issue
announcement

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.

01/08/2012

Appendix
3B
Page
9

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) 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38)	NA
	NA
	NA
	NA
	Number	+Class
	NA	NA

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  10

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 [167 x 55] intentionally omitted <==

Date:
16
May
2013

John
Talbot
Company
Secretary

==
==
==
==
==

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
11