NEOMETALS LTD — Capital/Financing Update 2006

May 15, 2006

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 177/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Reed Resources Ltd

ABN

89 099 116 631

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).

$\mathbf{1}$ ⁺Class of $+$ securities issued or to be $\lceil$ issued

Fully paid ordinary shares

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities 3 (eg, if options, exercise price and date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if securities, +convertible the conversion price and dates for conversion)

100,000

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

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 which to they participate for the next dividend, οf (n) the case ā 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	Yes
5.	Issue price or consideration	\$0.35 each (\$35,000 total)
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Exercise of employee share options
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	Immediately upon allotment
8	Number and class $\circ$ f all securities quoted on ASX. (including the securities in clause 2 if applicable)	$^{\circ} \mathrm{Class}$ Number 80,100,000 Ordinary Shares

⁺ See chapter 19 for defined terms.

		Number	$\pm$ Class
-9 and + class Number *securities not quoted on ASX (including the securities in clause 2 if applicable)	all of	2,550,000	Unlisted options exercisable at \$0.35 each
		1,000,000	Unlisted options exercisable at \$0.50 each

Dividend policy (in the case of a $\sqrt{\phantom{a}}$ No change to existing policy $10¹⁰$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	holder approval Is security required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the *securities will be offered	N/A
14	Class of securities to which the offer relates	N/A
15	determine *Record date to entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has "security holders who will not issue be sent new documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt оf acceptances or renunciations	N/A

Appendix 3B New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	fee any handling Amount οf payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25	If the issue is contingent on "security holders" approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30.	How do *security holders sell their $N/A$ entitlements in full through a broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	N/A

⁺ See chapter 19 for defined terms.

How do *security holders dispose $N/A$ 32 of their entitlements (except by sale through a broker)?

33 ⁺Despatch date

$\binom{N}{k}$

$N/A$

Part 3 - Ouotation of securities

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

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$ $\overline{\mathcal{A}}$
• $(b)$ 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

• 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

35

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

Number of securities for which 38 *quotation is sought

N/A

⁺ See chapter 19 for defined terms.

39	Class of *securities for which quotation is sought	N/A
40	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	N/A
	If the additional securities do not rank equally, please state: the date from which they do ۰ extent to which the . they ۰ participate for the next dividend, the case of (in 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	N/A
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion оf another security, clearly identify that other security)
		Number	+ Class
42	Number and "class of all "securities"	N/A
	quoted on ASX (including the securities in clause 38)

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.
• $\sqrt{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for $\bullet$ 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.

$+$ See chapter 19 for defined terms.

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.
• We warrant that if confirmation is required under section 1017F of the 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ 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.

GReed

Sign here:

Director/Secretary

Date: 16 May 2006

Print name:

Christopher John Reed

$= 1.7$

⁺ See chapter 19 for defined terms.