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REDSTONE RESOURCES LIMITED Capital/Financing Update 2007

Apr 2, 2007

65676_rns_2007-04-02_9b354f62-5279-481d-b457-6bc4d5fa8d23.pdf

Capital/Financing Update

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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 177/96. 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

Redstone Resources Limited

ABN

42 090 169 154

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 to be issued

Unlisted Options

50.000

  • $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
  • $\overline{3}$ 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 securities. *convertible the conversion price and dates for conversion)

  • The Exercise Price of each Option is \$0.75;

  • The Expiry Date is 3 years from date of allotment, being 30 March 2010;

  • The Options vest (i.e can only be exercised) on the earlier of the date 12 months from the Issue Date of 30 March 2007, or the date Redstone Resources Limited's shares have been quoted on the Australian Stock Exchange for 12 months (without suspension for more than a total of 5 trading days).

+ See chapter 19 for defined terms.

4 Do the securities rank equally in all
respects from the date of allotment
with an existing
class of quoted
*securities?
N 0
If the additional securities do not
rank equally, please state:
the date from which they do
۰
extent
$10 -$
which they
the
participate for the next dividend,
option to ordinary shares. They will rank pari passu upon conversion of
the case
(in
οf
trust.
a
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
The securities are not quoted.
5 Issue price or consideration Nil
6. Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Payment for services.
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
2 April 2007
Number
*class-
of
Number + Class
8 and
all
*securities
quoted
ASX
on
(including the securities in clause
2 if applicable)
74,368,860 Ordinary Shares
Number *Class
9 Number
class
оf
and
all
securities not quoted on ASX
(including the securities in clause
2 if applicable)
3,450,000 Class
\$0.25
A
Incentive
Options
exercisable any time
$12 -$
months from
-3
2006
August
and
expiring 31 December
2008.
2,950,000 Class
\$0.50
В
Options
Incentive
exercisable any time
months from 3
$12 -$
2006
August
and
expiring 31 December
2009.
8,000,000 $$0.25$ Options
to
shareholders as at 4
April 2006 exercisable
any time 12 months
from 3 August 2006
31
and
expiring
December 2009.
3,000,000 \$0.25 Options
to
NEMS exercisable any
time from 3 August
2006 and expiring 3
August 2009.
50,000 Options
\$0.75
to
Richard
Manfred
Vielreicher
exercisable 12 months
from 30 March 2007
and expiring 30 March
2010.

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

$\overline{N/a}$

Part 2 - Bonus issue or pro rata issue

  • $11$ $\mathbf{I}\mathbf{s}$ security holder approval required?
  • $12°$ Is the issue renounceable or nonrenounceable?

+ See chapter 19 for defined terms.

13 Ratio in which the "securities will
be offered
14 + Class of + securities to which the
offer relates
15 + Record
determine
date
to.
entiflements
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
emitlements 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
  • 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

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)
  • $\left( a\right)$

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

+ See chapter 19 for defined terms.

  • 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
  • If the *securities are *equity securities, a distribution schedule of the additional 36 *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
  • Class of *securities for which 39 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)

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

Ouotation agreement

  • *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
  • $\overline{2}$ 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 $\bullet$ *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.
  • $\overline{4}$ 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.

Allante

Date: 2 April 2007...................................

Sign here:

(Company secretary)

Print name:

Miranda Conti

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, -- -- -- -- -- --

$\div$ See chapter 19 for defined terms.