PATERSON RESOURCES LTD — Capital/Financing Update 2011

Jun 2, 2011

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

UNITED OROGEN LIMITED

ABN

45 115 593 005

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 tobe issued	(i)	Ordinary shares (Rights Issue andpart allocation of Shortfall)
		(ii)	Options (Rights Issue and partallocation of Shortfall)
$\overline{2}$	Number of + securities issued orbe issued (if known) ortomaximum number which may beissued	(i)	Issued: 12,057,147shares(Maximum of $32,386,426$ shares
			under Rights Issue)
		(ii)	Issued:12,057,147options(Maximum of $32,386,426$ options
			under Rights Issue)
3	Principal terms of the + securities(eg, if options, exercise price andexpiry date; if partly paid+ securities, the amountoutstanding and due dates forif + convertiblepayment;securities, the conversion priceand dates for conversion)	(i)(ii)	Fully Paid Ordinary sharesOptions exercisable at 20 centseach expiring 31 March 2016

+ See chapter 19 for defined terms.

24/10/2005Appendix 3B Page 1

Do the +securities rank equally in $\overline{4}$ 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 $\bullet$ not rank equally, other than in relation to the next dividend, $\operatorname*{interest}% \left( \mathcal{M}{0}\right) \equiv\operatorname*{tract}(\mathcal{M}{0})\left( \mathcal{M}_{0}\right) ^{\ast}$ distribution or payment

• Issue price or consideration 5

• (i) Ordinary shares will rank equally with all existing fully paid ordinary shares

• (ii) Options with different exercise price and exercise date to those issued previously do otherwise rank equally with all existing options

• 3 cents each (Raised $361,714.41 of $(i)$ Maximum $971,592.80)

• (ii) Nil (One free option with every share subscribed for under the Rights Issue with entitlement being one share for each one held)

+ See chapter 19 for defined terms.

6	Purpose of the issue(If issued as consideration for theacquisition of assets,clearlyidentify those assets)	used	The funds raised by the Rights Issue will betoprogresstheCompany'sdevelopment of the following projects:(1) Victoria Desert Project
		(2)	In the southern part of the project,closer spaced infill surface sampling ofpreviousgoldandbasemetalanomalies delineated from previoussampling on an 800 m by 100 m gridwith the aim of identifying drill targets inthevicinityofthosepreviousanomalies.In the northern part of the project twountested gold targets associated withnorth west trending structures identifiedfrom previous aeromagnetic surveys.$250,000.00Horseshoe Project
			Sampling programme targeting northwest striking structurally controlled goldmineralisationinorderidentifytotargets for a future drilling programme.$150,000.00
			(3) Redmond Project
			Sourcing historical maps and recordsand detailed open file research todetermine the exact location of thepreviously reported Blue Gum goldprospect and then, using modern dayexploration techniques including drilltesting, determining the gold and basemetalpotentialoftheproject.$120,000.00
			(4) Gunnado Project
			Detailed open file research of all dataand 2 previous completed diamond drillcores with a view to utilising that dataand cores for possible down holegeophysical work with theaimofdetecting any deep conductors andpossiblegoldandbasemetalsmineralisation. $100,000.00
			(5) Working capital purposes $314,116.83;
			and(6) To meet the costs of the Rights Issue$37,475.97.
			TOTAL $971,592.80

+ See chapter 19 for defined terms.

	Dates of entering + securitiesinto uncertificated holdings ordespatch of certificates	3 June 2011
8	Number and + class of all*securities quoted on ASX(including the securitiesinclause 2 if applicable)	Number76,830,00012,057,147	+ ClassOrdinary Fully PaidSharesOptions exercisableat 20 cents eachexpiring 31March2016

$\frac{1}{\sqrt{2}}$

$\tilde{\mathcal{L}}$

+ See chapter 19 for defined terms.

	Number	+ Class
Number and + class of all$+$ securities not quoted on ASX $\vert$ 2,000,000(including the securities inclause 2 if applicable)		Options exercisable20 cents eachatexpiring 1 May 2016

Dividend policy (in the case of a $\sqrt{\frac{Not \text{ Applicable}}{\text{trust, distribution policy}}}$ ) on the $10,$

Part 2 - Bonus issue or pro rata issue

$\mathbf{11}$	securityholderIsapprovalNorequired?
12	Is the issue renounceable or non-Non-renounceablerenounceable?
13	Ratio in which the + securities(i)1 ordinary share for each 2 shareswill be offeredheld(ii)1 option for 1 right subscribed
14	+ Class of + securities to which the(i)Fully paid ordinary sharesoffer relates(ii)Option
15	+ Recorddatedetermine6 April 2011toentitlements
16	WillholdingsdifferentN/Aonregisters (or subregisters) beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsN/Ain relation to fractions
18	Names of countries in which theN/Aentity has + security holders whowill not be sent new issuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date forreceiptof27 May 2011acceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3BNew issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to the $N/A$issue
23	Fee or commission payable to thebroker to the issue	N/A
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of + security holders	N/A
25	If the issue is contingent on*security holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	18 April 2011
27	If the entity has issued options,and the terms entitle optionholdersparticipatetoonexercise, the date on whichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do + security holders selltheir entitlements in full througha broker?	N/A
31	How do + security holders selltheirofentitlementspartthrough a broker and accept forthe balance?	N/A

+ See chapter 19 for defined terms.

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

+Despatch date 33

3 June 2011

Part 3 - Quotation of securities

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

• Type of securities 34 (tick one)
• $(a)$ Securities described in Part 1
  • 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

$(b)$

• 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)

• Number of securities for which 38 +quotation is sought
• Class of +securities for which 39 quotation is sought
• Do the +securities rank equally in 40 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 $\bullet$ not rank equally, other than in relation to the next dividend, distribution or interest payment
• Reason for request for quotation 41 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 and +class of all 42 $+$ securities quoted on ASX (including the securities in clause $38)$

• See chapter 19 for defined terms.

Quotation agreement

• +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the +securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
  • 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.
• $\bullet$ 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 $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

JACY LEU

Sign here:

Company secretary

Date: $3^{rd}$ June 2011

Print name:

$=$ $=$ $=$ $=$ $=$ $=$ $=$

24/10/2005Appendix 3B Page 9

+ See chapter 19 for defined terms.