MINDAX LIMITED — Share Issue/Capital Change 2012

Nov 8, 2012

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ASX ANNOUNCEMENT

ISSUE OF UNLISTED OPTIONS

9 November 2012

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 2014.

Mindax Limited ( the Company ) refers to the announcement dated 1 November 2012 summarising the results of the General Meeting of Shareholders and to the announcement dated 30 July 2012 advising of the appointment of Dr Stephen Ward as Managing Director and CEO which also summarised the key terms of Dr Ward’s employment agreement.

Mindax is also the greenfields discoverer of a new uranium province near Mukinbudin, Western Australia.

Mindax also has exploration projects based in Western Australia which involve Gold and Copper.

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. Projects will be moved to production including via strategic partnerships.

Key Projects

Key Projects
Mt Forrest	DSO Iron, Magnetite
Yilgarn-Avon JV Mortlock JV	Sedimentary Uranium Copper-Gold
Meekatharra	Gold
Address
Level 2, 25 Richardson Street
West Perth WA 6005
Telephone:	+61 8 9485 2600
Facsimile:	+61 8 9485 2500
Email:	info@mindax.com.au

Investor Enquiries

Pursuant to the employment agreement entered ten million (10,000,000) Options were to be issued to Dr Ward comprised of the following:

• (a) 4,000,000 unlisted options on the terms and conditions set out in Schedule 1 of the Notice of General Meeting dated 27 September 2012 ( Class A Options ); and

• (b) 6,000,000 unlisted options on the terms and conditions set out in Schedule 2 of the aforementioned Notice of General Meeting ( Class B Options ).

The Company advises that four million (4,000,000) unlisted Options (ie: the Class A Options) have been issued to Dr Ward pursuant to the employment agreement and subsequent Shareholder approval.

For the purposes of Listing Rule 3.10.3 the Company advises that the exercise price for the Class A Options has been set at $0.108 (ten point eight cents) per Option.

Steve Ward

Managing Director and Chief Executive Officer Telephone: +61 8 9485 2600 Email: info@mindax.com.au Media Enquiries David Utting Mobile: +61 416 187 462 Email: david@davidutting.com

The Company wishes to advise that Dr Ward has declined the Class B Options and as such they will not be allotted. The Australian Taxation Office has recently issued an Interpretive Decision regarding the taxation treatment of employee options under the Fringe Benefits Tax regime.

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MINDAX LIMITED | www.mindax.com.au

ASX Announcement Issue of Unlisted Options 9 November 2012

Following advice received, it appears that under the Interpretive Decision the Company could be at significant risk of incurring a sizable FBT liability if the Class B Options were issued to Dr Ward.

As considerable uncertainty remains as to the exact application of the Interpretive Decision (and hence the precise final consequences) and taking into consideration the spirit/intent in which the options were envisaged to be issued, Dr Ward has decided not to accept the Class B Options.

Following is the relevant Appendix 3B confirming the current issued capital of the Company after taking the issue of the Class A Options into account.

For and on behalf of the Board

MINDAX LIMITED

CHRISTOPHER POUGNAULT

Company Secretary

enc.

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MINDAX LIMITED | www.mindax.com.au

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

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)	Unlisted Options (Options)
	Four million (4,000,000) Options.
	Four million (4,000,000) Options are exercisable at 10.8 cents each, expiring 9 November 2015. All four million options will vest after 1 year from the date of issue.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally The Options will form a new class of in all respects from the date of unlisted securities with any ordinary shares allotment with an existing[+] class issued as a result of the exercise of any of quoted[+] securities? Options to then rank equally with existing If the additional securities do ordinary shares. 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 Nil. 6 Purpose of the issue Issued to Dr Stephen Ward, the Company’s (If issued as consideration for Managing Director and CEO, pursuant to an the acquisition of assets, clearly executive employment agreement entered identify those assets) into between the Company and Dr Ward; and also pursuant to an approval of Shareholders at a General Meeting held on 1 November 2012. 6a Is the entity an[+] eligible entity No. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of[+] securities issued without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 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 section 2 if applicable)
	9 November 2012
	Number	+Class
	196,616,911	Shares.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	1,750,000 1,750,000 2,325 4,000,000	Employee options with an exercise price of $0.45 per option, expiring 30 September 2013 (MDX7748). Employee options with an exercise price of $0.60 per option, expiring 30 September 2014 (MDX7749). Options with an exercise price of $0.35 per option, expiring 31 May 2015 (MDX7751). Options with an exercise price of $0.108 per option, expiring 9 November 2015 (MDX7752).
	N/a.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
23	Fee or commission payable to the
	broker to the issue

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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

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

• See chapter 19 for defined terms.

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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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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: 9 November 2012 Company secretary

Print name: Christopher Pougnault

• See chapter 19 for defined terms.

== == == == ==

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1 – Not Applicable

Part 2 – Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 10

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