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NEOMETALS LTD Capital/Financing Update 2010

Aug 3, 2010

65430_rns_2010-08-03_7f0bbdb6-9795-4b6b-993c-5d4b1be61364.pdf

Capital/Financing Update

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==> picture [268 x 59] intentionally omitted <==

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

4 August 2010

The Manager Company Announcements Office ASX Limited

Dear Sir

Appendix 3B and Cleansing Notice

I refer to the institutional placement announced to the market on 29 July 2010.

Please find enclosed the Appendix 3B and the Notice under section 708A(5)(e) of the Corporations Act in relation to the placement.

Should you have any queries in relation to this matter please do not hesitate to contact me.

Yours faithfully

==> picture [86 x 54] intentionally omitted <==

Jason Carone

COMPANY SECRETARY

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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 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

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).

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)
Fully paid ordinary shares
15,000,000
Fully paid ordinary shares
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

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 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
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
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
clause 2 if applicable)
Yes—the new shares rank equally in all
respects from the date of allotment with the
fully paid ordinary shares in Reed Resources
Ltd currently on issue.
Yes—the new shares rank equally in all
respects from the date of allotment with the
fully paid ordinary shares in Reed Resources
Ltd currently on issue.
$0.50 per share
Pursuant to the institutional placement
announced to ASX on 29 July 2010.
4 August 2010
Number +Class
192,271,768 Fully paid ordinary
shares
  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9
Number and+class of all
+securities not quoted on
ASX
(including
the
securities in clause 2 if
applicable)
Number +Class
2,700,000
2,450,000
1,800,000
1,850,000
4,500,000
750,000
Unlisted options at
$0.75 each, expiry
30/06/2011
Unlisted options at
$0.80 each, expiry
31/12/2013
Unlisted options at
$0.85 each, expiry
31/12/2012
Unlisted options at
$1.20 each, expiry
30/06/2013
Unlisted options at
$0.80 each, expiry
31/12/2012
Unlisted options at
$1.00 each, expiry
1/07/2013
10
Dividend policy (in the
case of a trust, distribution
policy) on the increased
capital (interests)
No change to existing policy

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
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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
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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

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
N/A
N/A
N/A
N/A
N/A
N/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 )

  • (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

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

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
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
  • See chapter 19 for defined terms.

Appendix 3B Page 6

24/10/2005

Appendix 3B New issue announcement

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)

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.

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

  • 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: 4 August 2010 Company secretary

Print name: Jason Carone

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

24/10/2005

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

4 August 2010

The Manager Company Announcements Office ASX Limited

Dear Sir

Notice under section 708A(5)(e) of the Corporations Act

Reed Resources Ltd (ACN 099 116 631) ( Company ) has today issued 15,000,000 fully paid ordinary shares in the Company in connection with the institutional placement announced to the market on 29 July 2010 .

The Company gives notice under paragraph 708A(5)(e) of the Corporations Act 2001 (Cth) ( Act ) that:

  • 1 the Company issued 15,000,000 fully paid ordinary shares ( Shares );

  • 2 the Company issued the Shares without disclosure to investors under Part 6D.2 of the Act;

  • 3 as at the date of this notice, the Company has complied with:

  • the provisions of Chapter 2M of the Act as they apply to the Company; and

  • section 674 of the Act as it applies to the Company; and

  • 4 as at the date of this notice, there is no ‘excluded information’ within the meaning of subsections 708A(7) and (8) of the Act.

Yours faithfully

==> picture [86 x 54] intentionally omitted <==

Jason Carone

COMPANY SECRETARY

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