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NEOMETALS LTD Capital/Financing Update 2007

Mar 25, 2007

65430_rns_2007-03-25_82fa650c-3b6a-411e-96ad-079821eb12b3.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

Company Announcements Office Australian Securities Exchange Limited Via Electronic Lodgement

FOR RELEASE

Dear Sirs

ISSUE OF SHARES

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

Reed Resources Limited (Company) advises that, on 26 March 2007, it issued 4,761,905 fully paid ordinary shares (Securities) pursuant to a placement to RAB Special Situations (Master) Fund Limited.

The Company notifies ASX that:

  • 1 The Company issued the Securities without disclosure to investors under Part 6D.2 of the 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

GReed

Christopher John 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 shares

  • 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 expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

Full paid ordinary shares

4,761,905

+ See chapter 19 for defined terms.

Do the securities rank equally in all
respects from the date of allotment
with an existing "class of quoted
securities?
Yes
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,
οf
$\dim$
the
case
ă
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
Issue price or consideration \$0.42 each
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Working Capital
Dates of entering *securities into
uncertificated holdings or despatch
of certificates
Immediately upon allotment
Number
and
class
all
οf
quoted on
securities
ASX
(including the securities in clause
2 if applicable)
Number
85,111,905
+ Class
Ordinary Shares

+ See chapter 19 for defined terms.

Number + Class
-9
οf
aIl
Number
†class
and
*securities not quoted on ASX
(including the securities in clause
2,300,000 Unlisted options
exercisable at \$0.35 each
2 if applicable) 1,000,000 Unlisted options
exercisable at \$0.50 each
2,700,000 Unlisted options
exercisable at \$0.75 each

Dividend policy (in the case of a No change to existing policy trust, distribution policy) on the increased capital (interests) $101$

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 *Record
determine
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
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
date
for
receipt
оf
acceptances or renunciations
N/A

$\div$ 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 of any handling
fee
Amount
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 entitlement and acceptance
Date
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
in full through
entitlements
$\rm{a}$
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 sal through a broker)?

33 *Despatch date

$\begin{bmatrix} 6 \ 6 \end{bmatrix}$ iv A

$N/A$

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)
  • Securities described in Part 1 $(a)$ ☑
  • $(b)$

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

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.

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/Secretary)

Date: 26 March 2007

Print name:

Christopher John Reed


+ See chapter 19 for defined terms.