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NEOMETALS LTD Capital/Financing Update 2007

May 27, 2007

65430_rns_2007-05-27_6efe9037-3cea-478e-a35c-8e8f376193e0.pdf

Capital/Financing Update

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97 Outram Street West Perth WA 6005 Tel: + 61 8 9322 1182 Fax: + 61 8 9321 0556

28 May 2007

The Manager ASX Company Announcement Platform PO Box H224 Australian Square SYDNEY NSW 2000

FOR RELEASE

Dear Sir

ISSUE OF SHARES

NOTIFICATION PURSUANT TO SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001

Reed Resources Ltd (Company) advises that, on 28 May 2007, it issued 4,639,362 fully paid ordinary shares (Securities) pursuant to the underwriting agreement between the Company and Transocean Securities Pty Ltd in respect of unsubscribed offers for ordinary shares under a share purchase plan (in the terms of ASIC CO 02/831) made available to existing shareholders of the company.

The Company notifies ASX that:

  • The Company issued the Securities without disclosure to investors under Part 6D.2 of the 1 Corporations Act 2001 (the Act);
  • $\overline{2}$ This notice is given pursuant to paragraph (5)(e) of Section 708A of the Act:
  • 3 As at the date of this notice the Company has complied with:
  • $(a)$ the provisions of the Chapter 2M of the Act as they apply to the Company; and
  • $(b)$ section 674 of the Act; and
  • 4 As at the date of this notice there is no excluded information (as defined in section 708A(7) and (8) of the Act) which is required to be disclosed by the Company.

For and on behalf of the Board REED RESOURCES LTD

Qe d

Chris Reed COMPANY SECRETARY

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 177/98, 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).

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

Fully paid ordinary

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

4,639,362 fully paid ordinary shares (a)

  • $(b)$ 2,000,000 unlisted options
  • Fully paid ordinary shares $(a)$
  • $(b)$ Unlisted options each to acquire one fully paid ordinary share at an exercise price of \$0.60 on or prior to 31 May 2009.

+ 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?
Yes, in respect of the fully paid ordinary shares
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
the
case
ă
(in
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 in respect of the fully paid ordinary
(a)
shares, \$0.42
(b)
additional consideration
in respect of the unlisted options, no
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
In respect of fully paid ordinary share, as to
shares to which Valid Applications under the
Reed Resources Share Plan were not received,
pursuant to the Underwriting Agreement
between the Company and the Underwriter.
In respect of unlisted options, as to part of the
remuneration of the underwriter pursuant to the
Underwriting Agreement between the Company
and the Underwriter.
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
Immediately on allotment
8 Number
and
class
οf
all
securities
quoted
on
ASX.
(including the securities in clause
2 if applicable)
Number
97,016,667
+ Class
Ordinary Shares

+ See chapter 19 for defined terms.

$\overline{9}$ Number and "class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number + Class
2,300,000 Unlisted options
exercisable at \$0.35 each
1,000,000 Unlisted options
exercisable at \$0.50 each
2,700,000 Unlisted options
exercisable at \$0.75 each
2,000,000 Unlisted options
exercisable at \$0.60 each

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

Dividend policy (in the case of a $\sqrt{\phantom{a}}$ No change to existing policy

Part 2 - Bonus issue or pro rata issue

11 holder
approval
Īš
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 *Record
date
determine
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
be
sent
new
issue
documents
N/A
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing
of I
date
for
receipt
acceptances or renunciations
N/A

+ See chapter 19 for defined terms.

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 any handling
fee
Amount
οf
brokers who lodge
payable to
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
entitlements in full through
a
broker?
N/A
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

w.
b. $\vert$ ivo

$N/A$

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)

$\left( a\right)$

$(b)$

35

  • Securities described in Part 1 (other than the unlisted options referred therein)
  • 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

A copy of any trust deed for the additional *securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38. Number of securities for which
*quotation is sought
N/A
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
٠
extent to
which
the
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
N/A
(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
N/A
+ Class

+ See chapter 19 for defined terms.

Quotation agreement

  • $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may 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 $\bullet$ 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.

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.

+ See chapter 19 for defined terms.

  • $\overline{3}$ 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.
  • $\overline{4}$ 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/Company secretary)

Print name:

Christopher John Reed

= == == == == =

Date: 28 May 2007

+ See chapter 19 for defined terms.