METEORIC RESOURCES NL — Share Issue/Capital Change 2005

Nov 1, 2005

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Name of entity

Meteoric Resources NL

ABN

64 107 985 651

We (the entity) give ASX the following information.

Part 1 - All issues

• $\mathbf{1}$ Class of securities issued or to be issued
• $\overline{2}$ Number of securities issued or to be issued (if known) or maximum number which may be issued
• Princípal terms of the securities (eg, 3 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)
• $\overline{4}$ 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

No new issues to be advised

• $\boldsymbol{6}$ Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• $\overline{\tau}$ Dates of entering securities into uncertificated holdings or despatch of certificates
• $\bf 8$ Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)

Number	Class

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 $a \mid$
	trust, distribution policy) on the
	increased capital (interests)

Number	$\rm Class$

Part 2 - Bonus issue or pro rata issue

acceptances or renunciations

No issues to be advised

$11$ $\overline{\text{ls}}$ security holder approval required? $12^°$ Is the issue renounceable or nonrenounceable? Ratio in which the "securities will 13 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? $17²$ Policy for deciding entitlements in relation to fractions Names of countries in which the 18 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

• 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
• If the entity has issued options, and 27 the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• Date rights trading will begin (if 28 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

• Type of securities 34 (tick one)
• Securities described in Part 1 (a)
• All other securities $(b)$

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

NO NEW CLASS OF SECURITIES BEING FORMED

35

37

• 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
• If the *securities are *equity securities, a distribution schedule of the additional 36 *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
• A copy of any trust deed for the additional securities Terms and Conditions relating to Contributing Shares are attached

Entities that have ticked box 34(b)

38 Number of securities for which ⁺quotation is sought 7,681,135 39 Class of securities for which quotation is sought Contributing shares nil paid with \$0.20 payable

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 which the extent to they participate for the next dividend, $of$ a $(in -$ the case trust. distribution) or interest payment the extent to which they do not ٠ rank equally, other than in relation to the next dividend. distribution or interest payment	Refer to attachment for terms and conditions relating to the options issued	No existing class of quoted securities
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)	Quotation requested in respect of all	unescrowed contributing shares
		Number	+ Class
42	Number and class of all securities quoted on ASX (including the securities in clause 38)	35,614,691	Ordinary fully paid

Quotation agreement

• Quotation of our additional securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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 for an illegal purpose.

7,681,135

Contributing shares nil paid \$0.20 payable

• There is no reason why those securities should not be granted quotation. ۰
• 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.

• Section 724 or section 1016E of the Corporations Act does not apply to any ٠ 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.

• We warrant that if confirmation is required under section 1017F of the ٠ Corporations Act in relation to the securities to be quoted, it has been provided 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.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that $\overline{A}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

(Company secretary)

Date: 2 November 2005

Sign here:

Print name:

Rudolf Tieleman

Attachment to Appendix 3B dated 2 November 2005

METEORIC RESOURCES NL

TERMS AND CONDITIONS OF THE METEORIC CONTRIBUTING SHARE

Meteoric Contributing Shares will rank pari passu with Meteoric Shares, except that: each Meteoric Contributing Share: a)

• $\ddot{\theta}$ will be issued at no cost:
• has an amount unpaid of 20 cents; ii)
• carries the right to participate in new issues of securities to holders of Meteoric iii) Shares (except bonus issues) on the same basis as holders of Meteoric Shares;
• carries the right to participate in bonus issues of securities in the proportion iv) which the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited); and
• carries the right to vote in the proportion which the amount paid (not credited) v) bears to the total amounts paid and payable (excluding amounts credited);
• Meteoric shall not make a call in respect of any amount unpaid on a Meteoric b) Contributing Share unless the day on which the call will be payable is on or after 5 years from the date on which the Company is admitted to the official list of ASX;
• holders of Meteoric Contributing Shares have no obligation to meet a call made by c) Meteoric, however, non-payment of a call will result in the forfeiture of the relevant Meteoric Contributing Shares;
• d) holders of Meteoric Contributing Shares are permitted to pay up the full amount remaining unpaid at any time (without Meteoric first being required to make a call), in which case the Meteoric Contributing Share will become a (fully paid) Meteoric Share and will rank pari passu with all Meteoric Shares on issue;
• if a holder of a Meteoric Contributing Share tenders part of the amount remaining $e)$ unpaid on the Meteoric Contributing Share other than in satisfaction of a call:
• the rights attaching to the Meteoric Contributing Share will not change vi) (including the amounts paid and unpaid); and
• the amount tendered will be returned; and vii)

$f$

if there is a reorganisation of the issued capital of Meteoric (including, but not limited to, a consolidation, subdivision, cancellation, reduction or return of capital):

• viii) the number of Meteoric Contributing Shares must be reorganised in the same proportion as all other classes of shares on issue; and
• the reorganisation must not involve a cancellation or reduction of the total ix) amount payable and unpaid by holders of Meteoric Contributing Shares.

ATTACHMENT TO APPENDIX 3B DATED 2 NOVEMBER 2005

METEORIC RESOURCES NL

SCHEDULE OF TOP 20 HOLDERS OF CONTRIBUTING SHARES BEING LISTED:

FULLNAME	ADDRESS	Contributing
		Shares Held
Frederick D L Ribton	1 James Street, Shenton Park WA 6008	861,956
Barrington Dance	26 Fendham Street, Waikiki WA 6169	817,755
Invia Custodian Pty Ltd (Fred A/c)	GPO Box 4595, Melbourne VIC 3001	680,001
Russell Nominees Pty Ltd (Tieleman A/c)	32 Beamish Avenue Mount Pleasant WA 6153	500,000
Cairnglen Investments Pty Ltd	PO Box 18078 Collins Street East Victoria 8003	367,320
Abergold Pty Ltd (Abergold UT)	284 Aberdeen Street Perth WA 6000	297.671
Gilpin Park Pty Ltd	59 Shepparton Road Victoria Park WA 6100	145,001
Bond Street Custodians Ltd (MBW-TO0080)	Level 26, 20 Bond Street Sydney NSW 2000	139,425
Bond Street Custodians Ltd (MBW-LT0255)	Level 26, 20 Bond Street Sydney NSW 2000	103,963
Fobira Pty Ltd	PO Box 13 Tuncurry NSW 2428	81,430
Mark J Thompson	PO Box 402 South Perth WA 6151	60,000
VC and J Wheatley (Pulo Rd SF)	6 Pulo Road Mount Pleasant WA 6153	60,000
Bond Street Custodians Ltd (MBW-SF0685)	Level 26, 20 Bond Street Sydney NSW 2000	60,000
Richard V and Beryl J Howell	3 Radden Green Winthrop WA 6150	56,700
Bond Street Custodians Ltd (MBW-121676)	Level 26, 20 Bond Street Sydney NSW 2000	52,500
Noel Mattocks (NG Mattocks Family A/c)	503 Holman Street Alfred Cove WA 6154	45,000
Top Nominees Pty Ltd (P Di Prinzio Family No2 A/c)	PO Box 202 Subiaco WA 6008	45,000
Eric R and Judith F Terace	246 Victoria Road Wattlegrove WA 6107	38,250
Top Nominees Pty Ltd (P & L Di Prinzio SF)	PO Box 202 Subiaco WA 6008	37,500
Mimi HL Wong	PO Box 256 No1 Jln Bujang Suntong Sibu Sarawak 96007	36,750

TOTAL NUMBER OF CONTRIBUTING SHARES HELD BY TOP 20 CONTRIBUTING SHARE HOLDERS 4,486,222

DISTRIBUTION SCHEDULE OF HOLDERS OF CONTRIBUTING SHARES BEING LISTED:

Categories	Number of Holders in each category
$1 - 1,000$	325
$1,001 - 5,000$	543
5,001 - 10,000	87
10,001 - 100,000	84
100,001 and over	12

$1,051$