MASTERMYNE GROUP LIMITED — Capital/Financing Update 2012

Feb 21, 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, 24/10/2005.

Name of entity

MASTERMYNE GROUP LIMITED

ABN

96 142 490 579

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 Performance Rights be issued

• 2 Number of[+] securities issued or Total: 1,150,000 Rights to be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

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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)

Rights to acquire ordinary shares in the Company, subject to achievement of performance measures (hurdles), issued to Executives. General Terms & Conditions of the Performance Rights are contained in the Company’s Employee Performance Rights Plan, with specific information relating to the Executives' issues detailed in Offer Deeds, including: Rights granted as follows: 80,250 FY2012 TSR Rights 80,250 FY2012 EPS Rights 98,750 FY2013 TSR Rights 98,750 FY2013 EPS Rights 396,000 FY2014 TSR Rights 396,000 FY2014 EPS Rights Exercise Prices: TSR Rights – VWAP x 1.05 EPS Rights – 75% of TSR Rights price (VWAP calculated over period 2/5/11 to 30/6/11) Expiry Dates: 12 months after vesting on achievement of performance measures covering FY2012, FY2013 & FY2014 respectively TSR = Total Shareholder Return EPS=Earnings Per Share

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all Shares issued on exercise of Performance respects from the date of allotmentwith an existing +class of quoted Rights will rank equally with all other +securities? issued shares, including for dividends, except that those shares will be subject to If the additional securities do not rank escrow for periods of 12 months (for equally, please state: FY2012 Rights) and 6 months (for FY2013  the date from which they do & FY2014 Rights).  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

Nil

• 6 Purpose of the issue The Company has established an (If issued as consideration for the Employee Performance Rights Plan to acquisition of assets, clearly identify provide senior executives and staff with an

• those assets) incentive to improve the performance of the Company and the Company's share price.

• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates

22 February 2012

• 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 if applicable)

Number ~~+~~ Class 75,367,514 Ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	1,050,000 1,150,000	Performance Rights covering differing periods, prices and hurdles, with maximum expiry 30/6/14 Performance Rights covering differing periods, prices and hurdles, with maximum expiry 30/6/15
	Unchanged

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval NOT APPLICABLE required? 12 Is the issue renounceable or nonrenounceable? 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

• See chapter 19 for defined terms.

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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
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)

• See chapter 19 for defined terms.

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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)?
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	Type of securities	NOT APPLICABLE
	(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 NOT APPLICABLE	Tick to indicate you are providing the information or NOT APPLICABLE	Tick to indicate you are providing the information or NOT APPLICABLE
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

• See chapter 19 for defined terms.

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10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which NOT APPLICABLE +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.

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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.

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Sign here: ............................................................Date: 22 February 2012 ( ~~Director/~~ Company Secretary)

Print name: Bill Lyne

• See chapter 19 for defined terms.

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