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MINDAX LIMITED Capital/Financing Update 2012

Feb 27, 2012

65308_rns_2012-02-27_6645f1ad-65a7-4beb-a562-d339efeb1608.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT

28[th] February 2012

COMPLETION OF PLACEMENT

ASX Code: MDX

ABN: 28 106 866 442

Corporate Description

Mindax's Mt Forrest Iron Project is progressing through feasibility with a view to mining at the end of 2013.

The company is carefully putting in place necessary approvals and aligning infrastructure partners including rail and port.

Coupled with its significant iron assets, Mindax is also the greenfields discoverer of a new uranium province near Mukinbudin, Western Australia.

Through technically advanced exploration and an eye for detail, Mindax has successfully built a significant portfolio of 37 mineral exploration and mining tenements covering over 4,000 square kilometres. In addition, Mindax has applications in place for water and infrastructure covering over 2,400 square kilometres in support of the Mt Forrest Iron Project development.

Mindax aims to develop strategic resources through innovative exploration. Higher yield projects will be moved to production via strategic partnerships.

Further to the Company’s announcement released to the market on 21[st] February 2012, Mindax Limited (“the Company”) is pleased to confirm that it has completed the placement of 17,500,000 ordinary fully paid shares to sophisticated and professional investors , raising gross proceeds of AU$1.75 million . The Company’s share registry has finalized the process of issuing the shares.

Following please find the relevant section 708A notice and Appendix 3B.

Yours sincerely

Key Projects

Mt Forrest DSO Iron, Magnetite Yilgarn-Avon JV Sedimentary Uranium Mortlock JV Copper-Gold

Address

Level 2, 25 Richardson Street West Perth WA 6005 Telephone: +61 8 9485 2600 Facsimile: +61 8 9485 2500 Email: [email protected]

Angelo Francesca Company secretary

Investor Enquiries

Greg Bromley Managing Director Email: [email protected]

Media Enquiries

David Utting Mobile: +61 416 187 462 Email: [email protected]

Page 1 of 1

MINDAX LIMITED | www.mindax.com.au

SECTION 708A NOTICE

Name of Issuer: MINDAX LIMITED ABN: 28 106 866 442

The Issuer named above notifies ASX (as the market operator for the Issuer) under section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act) :

  • (a) the securities identified below were issued without disclosure under Part 6D.2 of the Corporations Act; and

  • (b) as at the date of this notice:

  • (i) the Issuer has complied with the provisions of Chapter 2M and section 674 of the Corporations Act; and

  • (ii) there is no information which is excluded information as contained in sections 708A(7) and 708A(8) of the Corporations Act.

DETAILS OF THE ISSUE OR OFFER OF SECURITIES DETAILS OF THE ISSUE OR OFFER OF SECURITIES
Class ofSecurities: OrdinaryFullyPaidShares
ASX Code of the Securities: MDX
Date of Issue: 28thFebruary2012
Total number of securities issued: 17,500,000ordinaryfully paid shares

Signed for and on behalf of the Issuer:

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Gregory J. Bromley Date: 28[th] February 2012

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

MINDAX LIMITED

ABN

28 106 866 442

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)
Ordinary fully paid shares (Shares)
17,500,000 Shares
Shares to rank equally with existing
listed ordinary shares on issue.

4 Do the[+] securities rank equally in Yes 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 Shares – 10 cents per share 6 Purpose of the issue To provide working capital for exploration (If issued as consideration for the and development of the Company’s acquisition of assets, clearly Prospects, particularly the Mt Forrest Iron identify those assets) Project.

7 Dates of entering +securities 28[th] February 2012 into uncertificated holdings or despatch of certificates

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
clause 2 if applicable)
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
188,614,576
19,000,000
Shares.
Options with $0.30
exercise
price,
exercisable
during
April 2012, expiring
30 April 2012. Each
option then entitles
the
holder,
upon
exercise,
to
one
ordinary share and
one
further
option
exercisable
at
35
cents each on or
before 31 May2015.
Number +Class
250,000
300,000
1,800,000
1,750,000
1,750,000
Employee
options
with $0.53 exercise
price, expiring 1
August 2012.
Employee/consultant
options with $0.48
exercise price,
expiring 12 October
2012.
Director/consultant
options with $0.60
exercise price,
expiring
31
March
2012.
Employee
options
with $0.45 exercise
price,
expiring
30
September 2013.
Employee
options
with $0.60 exercise
price,
expiring
30
September 2014.
N/A

Part 2 - Bonus issue or pro rata issue

11 Is
security
holder
approval
required?
12 Is the issue renounceable or non-
renounceable?
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
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
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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 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.

Appendix 3B Page 6

1/1/2003

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)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

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.

Sign here: …………………………………………………….... Date: 28[th] February 2012 Company secretary

Print name: Angelo Francesca

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  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003