MATSA RESOURCES LIMITED — Share Issue/Capital Change 2005

Nov 20, 2005

KALGOORLIE-BOULDER RESOURCES LTD ABN 48 106 732 487

21 November 2005

Release to ASX

ASX Code: KAL

Replacement Appendix 3B

On 2 November 2005, the Company lodged a prospectus dated 2 November 2005 with ASX and ASIC.

On 16 November 2005, the Company lodged an Appendix 3B in relation to the shares and options to be issued under the prospectus dated 2 November 2005.

On 18 November 2005, the Company lodged with ASX and ASIC, a replacement prospectus in relation to the prospectus dated 2 November 2005. The replacement prospectus is dated 18 November 2005.

The attached Appendix 3B is an amended Appendix 3B in relation to the securities offered under the replacement prospectus dated 18 November 2005. The amended Appendix 3B is intended to replace the Appendix 3Bs lodged in relation to the prospectus dated 2 November 2005.

Yours sincerely

John Coles Company Secretary

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

KALGOORLIE-BOULDER RESOURCES LTD

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).

$\mathbf{I}$ issued

⁴Class of ⁺securities issued or to be 20 cent options expiring 31 July 2008

• Number of ⁺securities issued or to $\overline{2}$ be issued (if known) or maximum aumber which may be issued
• $\overline{3}$ 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 tconvertible securities, the conversion price and dates for conversion)

Maximum number of 20 cent options expiring 31 July 2008 to be issued under the replacement prospectus dated 18 November 2005 is 10,000,000.

Principal terms of options to be issues:

• Exercise price $-20$ cents.
• Expiry date $-31$ July 2008.

⁺ See chapter 19 for defined terms

$\overline{d}$ 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:

• $\bullet$ 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.

The 20 cent options expiring 31 July 2008 to be issued under the replacement prospectus dated 18 November 2005 will be the first options the Company has issued which will be quoted on ASX.

• 5 Issue price or consideration nìl Purpose of the issue. 6 The purpose of the issue, as disclosed in the (If issued as consideration for the replacement prospectus dated 18 November acquisition of assets, clearly identify 2005, is to raise $$2,000,000$ to be used to fund those assets) the US\$1,200,000 instalment under the Wilson Prospect Letter Agreement. 6,250,000 options are free attaching for every 1 share subscribed for under the aforementioned prospectus, and Delta Securities is to receive a maximum of 3,750,000 for nil consideration as part consideration for services rendered under the Share Placement Agreement. $\overline{7}$ Dates of entering "securities into
• The issue and allotment of the 20 cent options uncertificated holdings or despatch expiring 31 July 2008 offered under the of certificates replacement prospectus dated 18 November 2005 is conditional on shareholder approval being obtained at the AGM to be held on 30 November 2005.
• *Class Number $\mathbf{g}$ Number and *class of all 19,205,400 Ordinary shares *securities quoted on ASX 10,000,000 20 cent options (including the securities in clause 2 expiring 31 July 2008 if applicable)

$+$ See chapter 19 for defined terms.

		Number	+ Class
-Q	Number and + class of all 14,300,044 "securities not quoted on ASX $\frac{1}{2}$ 5,000,000 (including the securities in clause 2) if applicable)		Ordinary shares options 20 cent
		6.000.000	expiring 31 July 2008 options -30 cent expiring 31 July 2008

Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests) $\pm 0$

Part 2 - Bonus issue or pro rata issue

$\vert \vert$	security holder approval Is. required?
$12 \,$	Is the issue renounceable or non- renounceable?
13	Ratio in which the *securities will be offered
$\mathbb{R}$	Class of securities to which the offer relates
15	*Record date determine ťΟ 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 issue sent new documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: mie 7-7.
19	Closing date of for receipt acceptances or renunciations

⁺ See chapter 19 for defined terms.

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 reaunciations 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?

⁺ See chapter 19 for defined terms.

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

33 ⁴Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities $(iick one)$
• $(a)$ Securities described in Part 1
• 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 eads, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

35

$(b)$

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

⁴ See chapter 19 for defined terms.

• 38 Number of securities for which ^*quotation is sought
• 39 Class of *securities for which quotation is sought.
• Do the "securities rank equally in all 40. 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)

+ Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not $\bullet$ 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 warrants

• 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.

Sign here:		Date: 21 November 2005
	(Director/Company secretary)

Print name: John Coles

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⁺ See chapter 19 for defined terms.