PURSUIT MINERALS LTD — Capital/Financing Update 2011

Apr 27, 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

South American Ferro Metals Limited

ABN

27 128 806 977

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).

$\mathbf{I}$ ⁺Class of ⁺securities issued or to be issued

Options to subscribe for fully paid Ordinary Shares

$\bar{z}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued

1,000,000 Options

⁺ See chapter 19 for defined terms.

3	Principal terms of the + securities	Options:
	(eg, if options, exercise price and expiry date; if partly paid securities. the amount outstanding and due dates for if convertible payment; securities, the conversion price and dates for conversion)	Exercise Price: 37c per share Expiry date: 31 December 2015 First exercise date: Options are exercisable in three equal tranches, the tranches become exercisable on the fulfilment of the vesting conditions and exercise conditions as follows:
		One third of the Options vesting upon the Company identifying a JORC compliant resource of iron ore on the Project reaching 50 million tonnes or exceeding and Mr Lamberti remaining as an executive emplovee of the Company on 31 March 2012.
		One third of the Options vesting upon the ٠ Company identifying a JORC compliant resource of iron ore on the Project reaching or exceeding 140 million tonnes; or the production run rate over a continuous twelve (12) month period reaching 800,000 tonnes per annum, whichever may occur first and Mr Lamberti remaining as an executive employee of the Company on the later of that date or 31 March 2013
		One third of the Options vesting upon the achievement of a production run rate to be agreed for the Project for the year ended 31 December 2013 and Mr Lamberti remaining as an executive employee of the Company on 31 March 2014

⁺ See chapter 19 for defined terms.

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: Each Option exercised entitles the holder to • the date from which they do subscribe for 1 Ordinary share. Upon exercise, • the extent to which they the shares issued will rank equally and carry participate for the next the same rights and entitlements as other dividend, (in the case of a shares on issue. trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend. distribution $\alpha$ r interest payment Issue price or consideration 5 Nil 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Options have been issued to the Chief Operations Officer as part of the Incentive Share Option scheme Dates of entering ⁺securities $\overline{7}$ into uncertificated holdings or 6 April 2011 despatch of certificates ⁺Class Number 241, 191, 725 Shares 8 Number and ⁺class of all *securities quoted on ASX 22,430,879 Options: (including the securities in Exercise Price: 20c, Expiry clause 2 if applicable) date: 31 December 2014

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of all l	83,977,967	Class B Performance
	*securities not quoted on ASX		Shares
	(including the securities in	83,977,967	Class C Performance
	clause 2 if applicable)		Shares
		22,000,000	Options Exercise Price: 36c, Expiry
			date: 31 December 2015
			Options
		5,000,000	Exercise Price: 45c, Expiry
			date: 31 December 2013
10	Dividend policy (in the case of a 1 N/A

trust, distribution policy) on the increased capital (interests)

$\sqrt{A}$
---------------------	---------------------------------------		-----------

Part 2 - Deleted - Not Applicable

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
• $(b)$

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

• 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
• If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories

35

36

⁺ See chapter 19 for defined terms.

$1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 $10,001 - 100,000$ 100,001 and over

37

A copy of any trust deed for the additional *securities

$\bar{\bar{z}}$

⁺ 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 not rank equally, other than in relation to the next dividend, distribution $\alpha$ 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)

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

Number	- Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{I}$ 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.
• 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.

$D_{\text{ate}} = \frac{38/4}{201}$

(Director/Company secretary)

Sign here:

Print name:

$D$ ION (OHEN)

== == == == ==

⁺ See chapter 19 for defined terms.