PATERSON RESOURCES LTD — Capital/Financing Update 2011

Apr 7, 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).

• 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)

• (i) Ordinary shares (Rights Issue) (ii) Options (Rights Issue)

• (i) Maximum of 32,386,426 shares (ii) Maximum of 32,386,426 options

• (i) Fully Paid Ordinary shares

• (ii) Options exercisable at 20 cents each expiring 31 March 2016

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 (i) 3 cents ($971,592.80)

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

• (ii) Not Applicable no Options currently on issue

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

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

The funds raised by the Rights Issue will be used to progress the Company's development of :

• (1) VICTORIA DESERT PROJECT: In the southern part of the project, closer spaced infill surface sampling of previous gold and base metal anomalies delineated from previous sampling on an 800m by 100m grid with the aim of identifying drill targets in the vicinity of those previous anomalies. In the northern part of the project two untested gold targets associated with north west trending structures identified from previous aeromagnetic surveys: $250,000;
• (2) HORSESHOE PROJECT: Sampling program targeting north west striking structurally controlled gold mineralisation in order to identify targets for a future drilling program: $150,000;
• (3) REDMOND PROJECT: Sourcing historical maps and records and detailed open file research to determine the exact location of the previously reported Blue Gum gold prospect and then, using modern day exploration techniques including drill testing, determining the gold and base metal potential of the project : $120,000;
• (4) GUNNADO PROJECT: Detailed open file research of all data and 2 previous completed diamond drill cores with a view to utilising that data and cores for possible down hole geophysical work with the aim of detecting any deep conductors and possible gold and base metals mineralisation: $100,000;
• (5) Working capital purposes: $324,145.83; and
• (6) To meet the costs of the Rights Issue: $27,446.97
• TOTAL: $971,592.80

7	+securitiesDatesofenteringinto uncertificated holdings ordespatch of certificates	6 June2011
		Number		+Class
8	+classNumberandofall+securitiesquotedonASX	(i)	97,159,279	Ordinary Fully Paid	Shares
	(includingthesecuritiesinclause 2 if applicable)	(ii)	32,386,426	Options	exercisableat 20 centseachexpiringMarch 2016	31

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+Class
Nil

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not Applicable

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	Non-renounceable
13	Ratio in which the +securities willbe offered	(i)1 ordinary share for each 2 sharesheld(ii)1 option for 1 right subscribed
14	+Class of +securities to which theoffer relates	(i)Fully paid ordinary shares(ii)Option
15	+Recorddatetodetermineentitlements	6 April 2011
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	Not Applicable
17	Policy for deciding entitlements inrelation to fractions	Not Applicable
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	Not Applicable
19	Closingdateforreceiptofacceptances or renunciations	27 May 2011

Appendix 3B New issue announcement

20	Names of any underwriters	Not Applicable
21	Amount of any underwriting feeor commission	Not Applicable
22	Names of any brokers to theissue	Not Applicable
23	Fee or commission payable to thebroker to the issue	Not Applicable
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders	Not Applicable
25	If the issue is contingent on+security holders' approval, thedate of the meeting	Not Applicable
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	18April2011
27	If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	Not Applicable
28	Date rights trading will begin (ifapplicable)	Not Applicable
29	Date rights trading will end (ifapplicable)	Not Applicable
30	How do +security holders selltheir entitlements in full througha broker?	Not Applicable
31	How do +security holders sellpartoftheirentitlementsthrough a broker and accept forthe balance?	Not Applicable

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

33 +Despatch date 6 June 2011

Not Applicable

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

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
• 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)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

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.
• 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: 8th April 2011

Company secretary

Print name: Mark Killmier

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• See chapter 19 for defined terms. RJG10/App3b(3).doc 24/10/2005Appendix 3B Page 9