RIEDEL RESOURCES LIMITED — Capital/Financing Update 2013

Oct 16, 2013

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 (‘Company’)

ARBN

91 143 042 222

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	1. Convertible Notes 2. Convertible Notes 3. Unlisted Options exercisable at $0.052 on or before 31 December 2016 4. Ordinary Shares 5. Ordinary Shares
	1. 160,000 2. 165,000 3. 4,125,000 4. 275,000 5. 600,137

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

3 Principal terms of the 1.&2. +securities (eg, if options, (a) An interest rate of 8% is payable quarterly exercise price and expiry date; if in arrears in cash or freely tradeable Fully partly paid +securities, the Paid Ordinary Shares in the Company at amount outstanding and due the Noteholder’s discretion with such dates for payment; if +convertible securities, the shares to be issued at a price per share equal to the lower of 90% of the 10 conversion price and dates for consecutive trading day volume weighted conversion) average price (‘VWAP’) on the ASX prior to the relevant quarterly interest payment notice.

• (b) The Convertible Notes can be converted in full or any part thereof into freely tradeable Fully Paid Ordinary Shares (‘Conversion Shares’) at the Company’s sole discretion at any time after 30 June 2013. The Conversion Shares will be issued at a price per share equal to the lower of 90% of the 10 consecutive trading day VWAP on the ASX prior the relevant conversion notice.

• 4,125,000 Unlisted Options exercisable at 5.2 cents on or before 31 December 2016 4.&5. Fully Paid Ordinary Shares

• 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

1.&2. No – Convertible Notes are secured by a first registered mortgage granted by the Company’s wholly owned subsidiary, Audax Minerals Pty Ltd (‘Audax’) over gold assets held by Audax. The Convertible Notes carry no voting rights at shareholder meetings. Upon conversion of the Convertible Notes into ordinary shares, the allotted and issued shares will rank equally in all respects with all other fully paid ordinary shares. The Convertible Note does not entitle the holder to participate in the next dividend payment. The Convertible Note does entitles the holder to participate in relation to interest payments as set out in Section 3 above.

1. No – Upon exercise of the options into ordinary shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities. The option does not entitle the holder to participate in the next dividend or interest payment. 4.&5. Yes

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 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	1. $160,000 2. $165,000 3. Nil – attaching free option pro rata on a 25:1 basis for Convertible Note Tranche 2. 4. $0.036 per share 5. $4,024.11
	1. Convertible Note Deed Tranche 1. 2. Convertible Note Deed Tranche 2. 3. Convertible Note Deed Tranche 2. 1., 2., 3. Funds received from sophisticated and professional investors. Funds raised to be applied to general working capital. Shareholder approval was granted on 31 July 2013. 4. Broker Fees at 6% of gross funds raised in relation to Convertible Note Deed Tranche 2, payable in shares 5. Issued in consideration of Interest Payment on Convertible Notes referred to above.
	Yes
	12 November 2012
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

6g If securities issued under rule Not Applicable 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 Not Applicable 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 Attached issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 1. 2 July 2013 into uncertificated holdings or 2. 6 September 2013 despatch of certificates 3. 6 September 2013 4. 17 October 2013 5. 17 October 2013

Number +Class 8 Number and +class of all 108,364,246 Fully paid ordinary +securities quoted on ASX shares ( including the securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	8,500,000 1,500,000 9,333,329 1,250,000 1,712,333 8,125,000 2,666,667 2,666,667 2,666,666 325,000	Options – expiry 30 June 2014, Ex Price $0.30 Options – expiry 30 June 2014, Ex Price $0.30 Options – expiry 31 January 2016, Ex Price $0.15 Options – expiry 31 January 2018, Ex Price $0.15 Options – expiry 30 April 2015, Ex Price $0.10 Options – expiry 31 December 2016, Ex Price $0.052 Performance rights vesting when the Company’s share price is equal to or greater than $0.27 for 20 consecutive trading days, expiry 25 July 2014 Performance rights vesting when the Company’s share price is equal to or greater than $0.36 for 20 consecutive trading days, expiry 25 July 2014 Performance rights vesting when the Company’s share price is equal to or greater than $0.45 for 20 consecutive trading days, expiry 25 July 2014 Convertible Notes

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

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval
	required?
12	Is the issue renounceable or non‐
	renounceable?
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

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?

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

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 )

• (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.

Appendix 3B Page 8

01/08/2012

Entities that have ticked box 34(b)	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)

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

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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: JEFF MOORE Date: 17 October 2013 (Director)

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 434] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary
securities on issue 12 months before date 79,913,464
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 8,131,658 Ordinary Shares 13/8/12
issued in that 12 month period under an 8,131,658 Ordinary Shares 13/8/12
exception in rule 7.2 7,111,107 Ordinary Shares 4/12/12
• Number of fully paid ordinary securities 2,222,222 Ordinary Shares 7/1/13
issued in that 12 month period with 1,712,333 Ordinary Shares 7/5/13
shareholder approval 266,667 Ordinary Shares 27/6/13
875,137 Ordinary Shares 17/10/13
 Number of partly paid ordinary
securities that became fully paid in that
Nil
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary
Nil
securities cancelled during that 12 month
period
“A”
108,364,246
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Step 2: Calculate 15% of “A”

==> picture [415 x 617] intentionally omitted <==

----- Start of picture text -----

“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 16,254,636
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
not counting those issued: 1,250,000 Unlisted options @ $0.15, expiry
31.1.18 (11.12.12)
• Under an exception in rule 7.2 325,000 Convertible Notes 6.9.13
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” 1,575,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in 16,254,636
Step 2
Subtract “C”
Note: number must be same as shown in 1,575,000
Step 3
Total [“A” x 0.15] – “C” 14,679,636
[Note: this is the remaining placement
capacity under rule 7.1]
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Part 2

==> picture [415 x 511] intentionally omitted <==

----- Start of picture text -----

Rule 7.1A – Additional placement capacity for eligible entities
Not Applicable
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 108,364,246
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 10,836,424
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E” Nil
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 10,836,424 Note: number must be same as shown in Step 2 Subtract “E” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 10,836,424 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

01/08/2012