MATSA RESOURCES LIMITED — Capital/Financing Update 2011

Jul 11, 2011

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

MATSA RESOURCES LIMITED

ABN

48 106 732 487

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)	1. Ordinary fully paid shares 2. Unlisted options
	1. 1,248,877 2. 1,250,000
	1. Ordinary fully paid shares ranking equally with existing ordinary fully paid shares 2. Unlisted options exercisable at $0.266 cents each expiring 13 January 2014

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

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) 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 clause 2 if applicable)	1. Yes 2. No. Only upon exercise of the options into ordinary shares they will rank equally with existing ordinary shares. The options will not be quoted.	1. Yes 2. No. Only upon exercise of the options into ordinary shares they will rank equally with existing ordinary shares. The options will not be quoted.
	1. 748,877 fully paid ordinary shares issued at $0.2003 per share; and 500,000 fully paid ordinary shares issued for nil consideration. 2. Nil consideration
	1. The Ordinary Shares and Options were issued to secure the Share Purchase Agreement, details of which were announced to the market on 12 July 2011. The purpose of the issue is to provide funding to the company for working capital purposes.
	13 July 2011
	Number	+Class
	123,600,092	Fully Paid Ordinary Shares

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	9,000,000 2,000,000 1,200,000 2,300,000 4,250,000 1,250,000	Unlisted Options exercisable at $0.50 each expiring 1 July 2012 Unlisted Options exercisable at $0.273 each expiring 26 November 2012 Unlisted ESOP Options exercisable at $0.273 each expiring 31 December 2012 Unlisted ESOP Options exercisable at $0.40 each expiring 31 August 2013 Unlisted Options exercisable at $0.45 each expiring 30 November 2013 Unlisted Options exercisable at $0.266 each expiring 13 July 2014

10 Dividend policy (in the case of a No dividend policy has been established. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval 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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

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
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)? 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 ) (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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

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 +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)
	Number	+Class

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: 12 July 2011 ( ~~Director/~~ Company secretary) Print name: Andrew Chapman == == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

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ABN 48 106 732 487

ASX Announcement

12 July 2011

Company Announcements Office Australian Securities Exchange Limited (‘ASX’)

MATSA RESOURCES LIMITED (ASX Code: MAT)

SECONDARY TRADING NOTICE PURSUANT TO SECTION 708A (5) (e) OF THE CORPORATIONS ACT 2001

Matsa Resources Ltd (‘Company’) gives this notice pursuant to section 708A (5) (e) of the Corporations Act 2001 (Cth) (‘Act’).

On 12 July 2011, Matsa Resources Limited ("the Company") issued 1,248,877 fully paid ordinary shares (“the Shares”) in accordance with the terms of its Share Purchase Agreement with SpringTree Special Opportunities Fund, LP, which was announced to the market on 12 July 2011.

The Company advises that the Shares were issued without disclosure to investors under Part 6D.2 of the Act. The Company, as at the date of this notice has complied with:

• (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

• (b) Section 674 of the Act.

As at the date of this notice there is no information that is excluded information for the purposes of sections 708A (7) and (8) of the Act which is required to be disclosed by the Company.

Yours sincerely

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Andrew Chapman Company Secretary

Head Office: Suite 11, 139 Newcastle Street, Perth Western Australia 6000 Kalgoorlie Office: Suite 1, Vosper House, 31-33 Dugan Street, Kalgoorlie 6430 Bangkok Office: Unit 1808, 2 Pacific Place, Sukhumvit Road, Sukhumvit Bangkok reception@matsa.com.au www.matsa.com.au

Tel : +61 8 9230 3555 Fax : +61 8 9227 0370 Tel: +61 8 9021 7200 Fax: +61 8 9021 7277 Tel: +66 0 2653 0258 Fax: +66 0 2653 0258 P a g e | 1