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NORWOOD SYSTEMS LIMITED Capital/Financing Update 2012

Oct 8, 2012

65434_rns_2012-10-08_4cc031b1-21ff-48b9-a18e-e071dac5cbe6.pdf

Capital/Financing Update

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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

Monteray Mining Group Ltd

ACN

062 959 540

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 A - Ordinary shares be issued B - Performance Shares C - Options over Ordinary Shares 2 Number of[+] securities issued or A – 3,000,000 to be issued (if known) or B – 2,000,000 maximum number which may be C - 2,000,000 issued 3 Principal terms of the[+] securities 1,000,000 Class A Performance Shares (eg, if options, exercise price and expiring 8 October 2017 expiry date; if partly paid +securities, the amount 1,000,000 Performance Shares expiring 8 October 2017 outstanding and due dates for payment; if +convertible 1,000,000 Options exerciseable at $0.30 each expiring 8 October 2015 securities, the conversion price and dates for conversion) 1,000,000 Options exerciseable at $0.40 each expiring 8 October 2016

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

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
Ordinary shares issue will rank equally in all
respects with existing ordinary shares on
issue.
Upon the conversion of the performance
shares on or before expiry the ordinary
shares will issue and the shares will rank
equally in all respects with existing ordinary
shares on issue at that time.
Upon the exercise of the options on or
before expiry the ordinary shares will issue
and the shares will rank equally in all
respects with existing ordinary shares on
issue at that time
Part consideration for the acquisition of
gold
exploration
permits
from
Vema
Resources Limited in Burkina Faso as
approved
by
shareholders
in
general
meetingdated7/9/2012.
Part consideration for the acquisition of
gold exploration permits from Vema
Resources Limited in Burkina Faso as
approved by shareholders in general
meeting dated 7/9/2012 and set out in notice
of meeting and explanatory memorandum
dated 7/8/2012..
12 November 2012
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
clause 2 if applicable)
Number +Class
32,500,618 Fully paid ordinary
shares
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)
Number +Class
2,000,000
9,250,000
895,000
2,000,000
4,000,000
1,000,000
1,000,000
1,000,000
1,000,000
Fully paid escrow
shares
Options expiring
31/8/2014 escrowed
Options expiring
31/8/2014
Options expiring
30/11/2015
Options expiring
30/11/2016
Options expiring
8/10/2015
Options expiring
8/10/2016
Class A performance
shares expiring
8/10/2017
Class B performance
shares expiring
8/10/2017
Rank equally with existing fully paid
ordinary shares.

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

N/A
N/A

N/A
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

14
+Class of+securities to which the
offer relates
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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

N/A
N/A
N/A
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
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
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)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

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

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
N/A
N/A
N/A

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 N/A N/A +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

  • 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.

Sign here: ..................................................... Date: 9 October 2012 (Company secretary) Print name: Steven Cole