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RIEDEL RESOURCES LIMITED Capital/Financing Update 2012

Aug 12, 2012

65702_rns_2012-08-12_146ce8b9-dfcb-4040-b459-3b43025a59f0.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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

RIEDEL RESOURCES LIMITED

ABN

91 143 042 022

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

Fully Paid Ordinary Shares

  1. 8,131,658 2. 8,131,658
  • 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)

NA

+ See chapter 19 for defined terms.

4 Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities? Yes
If the additional securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5 Issue price or consideration 1.11.5 cents2.3.5 cents
6 Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets) Placement to sophisticated and professionalinvestors. Funds raised will be applied to theCompany's projects in Western Australianand Burkina Faso.
6a Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i NA
6b The date the security holderresolution under rule 7.1A waspassed
6c Number of +securities issuedwithout security holder approval

under rule 7.1

+ See chapter 19 for defined terms.

  • 6d Number of +securities issued with security holder approval under rule 7.1A
  • 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
  • 6f Number of securities issued under an exception in rule 7.2
  • 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
  • 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
  • 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
  • 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
  • 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
Number +Class
70,276,780 Fully paid OrdinaryShares
29,094,050 Optionsexpiry 30 November2012, ex price $0.20

On 10 August 2012

  • See chapter 19 for defined terms.
Number +Class
9 +classNumberandofall+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable) 25,900,000 FullyPaidOrdinarySharessubjecttoescrowending31January 2013.
8,000,000 Options - Escrowedexpiry30June2014,exprice$0.30
1,500,000 Optionsexpiry30June2014,exprice$0.30
500,000 Optionsexpiry30June2014,exprice$0.30
2,666,667 Performancerightsvesting when theCompany'sshareprice is equal toorgreaterthanAu27 cents for 20consecutivetradingdays,expiry 25 July 2014
2,666,667 Performancerightsvesting when theCompany'sshareprice is equal toorgreaterthanAu36 cents for 20consecutivetradingdays,expiry 25 July 2014
2,666,666 Performancerightsvesting when theCompany'sshareprice is equal toorgreaterthanAu45 cents for 20consecutivetradingdays,expiry 25 July 2014

+ See chapter 19 for defined terms.

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

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the +securities will be offered 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

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20 Names of any underwriters
21 Amount of any underwriting feeor commission
22 Names of any brokers to theissue
23 Fee or commission payable to thebroker to the issue
24 Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders
25 If the issue is contingent on+security holders' approval, thedate of the meeting
26 Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled
27 If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders
28 Date rights trading will begin (ifapplicable)
29 Date rights trading will end (ifapplicable)
30 How do +security holders selltheir entitlements in full througha broker?
31 How do +security holders sellpartoftheirentitlementsthrough a broker and accept forthe balance?

+ See chapter 19 for defined terms.

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

,我们也不会不会不会不会不会不会不会不会不会不会不会不会不会不会不会不会不会不会不会

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)
  • (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

+ See chapter 19 for defined terms.

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

+ See chapter 19 for defined terms.

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: 13 August 2012

Print name: Bruce Franzen

== == == == ==

(Executive Director/Company secretary)

+ See chapter 19 for defined terms.

Suite 1, 45 Ord Street West Perth WA 6005 Australia

Tel: +61 8 9226 0866 Fax: +61 8 9486 7375

PO Box 1559, West Perth WA 6872 Australia

www.riedelresources.com.au

ABN: 91 143 042 022 ASX Code: RIE, RIEO

13 August 2012

Australian Securities Exchange Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sir/Madam,

Notice given under Section 708A(5) of the Corporations Act

This notice is given by the Company under section 708A(5)(e) of the Corporations Act in relation to an issue of 16,263,316 fully paid ordinary shares, by the Company without disclosure to investors under Part 6D.2 of the Corporations Act.

As at the date of this notice, the Company has complied with:

    1. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
    1. section 674 of the Corporations Act.

The Company confirms that, as at the date of this notice, there is no information that:

    1. has been excluded from a continuous disclosure notice given to ASX in accordance with the ASX Listing Rules; and
    1. investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
    • a. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and
    • b. the rights and liabilities attaching to fully paid ordinary shares,

to the extent to which it would be reasonable for investors and their professional advisers to expect to find such information.

Yours faithfully, Riedel Resources Limited

Bruce Franzen Executive Director