MOUNT RIDLEY MINES LIMITED — Capital/Financing Update 2012

Apr 15, 2012

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ASX ANNOUNCEMENT

16 April 2012

The Companies Announcement Office Australian Stock Exchange Limited 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Appendix 3B

An Appendix 3B is attached, plus a Notice under Section 708A (5) ( E)

If any further information is required, please do not hesitate to contact this office.

Yours Sincerely

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Roland Berzins

Appendix 3B New issue announcement

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

AXG Mining Ltd

ABN

93 092 304 964

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 tobe issued2Number of+securities issued orto be issued (if known) ormaximum number which may beissued3Principal terms of the+securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstanding and due dates forpayment;if+convertiblesecurities, the conversion priceand dates for conversion)	Fully paid ordinary shares (FPO)
	8,000,000
	FPO

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

	4Do the+securities rank equally in	Y	es
	all respects from the date of
	allotment with an existing+classf+
	o quotedsecurities?
	If the additional securities do not
	rank equally, please state:
	 the date from which they do
	 the extent to which they
	participateforthenext
	dividend, (in the case of atrust distribution) or interest
	,payment
	 the extent to which they do
	not rank equally, other than in
	relation to the next dividend,
	distributionorinterest
	payment
	5Issue price or consideration6Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)7Dates of entering+securitiesinto uncertificated holdings ordespatch of certificates8Numberand+classofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)
		$0.009 ( 0.9 cents)
		Share based payments – Promotion work andCorporate advisory work
		13 April 2012
		Number		+Class
		445,733,153		FPO

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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 trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapproval
	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	+Recorddatetodetermine
	entitlements
16	Willholdingsondifferent
	registers (or subregisters) be
	aggregatedforcalculating
	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	Closingdateforreceiptof
	acceptances or renunciations

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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
	holderstoparticipateon
	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
	partoftheirentitlements
	through a broker and accept for
	the balance?
32	How do+security holders dispose
	of their entitlements (except by
	sale through a broker)?

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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 N/A

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)

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

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.

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Sign here: Date: 16/04/2012 (Director/Company secretary)

Print name: Roland Berzins

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

16 April 2012

Notice under Section 708A (5) ( E) Of the corporations Act 2011 (Cth)

Issuer: AXG Mining Ltd

Details of the issue or offer of securities

Class of Securities	Ordinary Shares
ASX Code of Securities	AXC
Date of the issue or expected issue of thesecurities	16 April 2012
Total number of the securities issued orexpected to be issued	8,000,000

Notice:

1. AXG Mining Ltd gives ASX (as the relevant market operator) notice relating to the issue of securities identified above;

2. This notice is given under paragraph 5( c) of Section 708A of the Corporations Act 2011 (Cth) (Corporations Act) ;

3. AXG Mining Limited issued the securities identified above without disclosure to the investors under part 6d.2 of the Corporations Act 2011 (Cth);

4. As at the date of this notice, AXG Mining Ltd has complied

with;

• a. The provisions of Chapter 2M of the Corporations Act 2011 (Cth) as they apply to it; and

• b. Section 674 of the Corporations Act 2011 (Cth)

1. There is no excluded information (as defined in section 708A(6)( e) of the Corporations Act (Cth)) as at the date of this notice

Signed for and on behalf of the issuer:

Roland Berzins Company Secretary

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9