RIEDEL RESOURCES LIMITED — Capital/Financing Update 2013

May 7, 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, 04/03/13

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

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

• 3 Principal terms of the +securities (e.g. 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)

• 1. Fully Paid Ordinary Shares 2. Unlisted Options exercisable at 10c on or before 30 April 2015
• 1. 1,712,333 2. 1,712,333

1. NA

2. 1,712,333 Unlisted Options exercisable at 10c on or before 30 April 2015

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date 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 1. 6 cents

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

• 1. Yes
• 1. No Upon exercise of the options into ordinary fully paid 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.
• 1. Nil attaching free option pro rata on a 1:1 basis

Placement to sophisticated and professional investors. Funds raised to be applied to working capital and exploration of the Company's assets in Western Australia and Burkina Faso.

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

Yes

12 November 2012

1. 1,712,333 Fully Paid Ordinary Shares 2. 1,712,333 Unlisted Options exercisable at 10c on or before 30 April 2015

+ 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 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
107,222,442	Fully Paid Ordinary
	Shares

NA

NA

NA

NA

NA

See Annexure 1

On 7 May 2013

• See chapter 19 for defined terms.

		Number	+Class
+class9Numberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	8,500,000	Optionsexpiry 30 June 2014,ex price $0.30
	1,500,000	Optionsexpiry 30 June 2014,ex price $0.30
		9,333,329	Optionsexpiry31January2016, ex price $0.15
		1,250,000	Optionsexpiry31January2018, ex price $0.15
		1,712,333	Optionsexpiry 30 April 2015,ex price $0.10
		2,666,667	PerformancerightsvestingwhentheCompany'sshareprice is equal to orgreater than Au27centsfor20consecutive tradingdays, expiry 25 July2014
		2,666,667	PerformancerightsvestingwhentheCompany'sshareprice is equal to orgreater than Au36centsfor20consecutive tradingdays, expiry 25 July2014
		2,666,666	PerformancerightsvestingwhentheCompany'sshareprice is equal to orgreater than Au45centsfor20consecutive tradingdays, expiry 25 July2014
10	Dividend policy (in the case of a	NA

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

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securitieswill be offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances 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 onsecurity holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to 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 sell partof their entitlements through abrokerandacceptforthebalance?

+ See chapter 19 for defined terms.

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

33 +Issue 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(1. ONLY)
(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	NA
39	+Class of +securities for whichquotation is sought	NA
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securitiesdo notrank equally, please state:	NA
	•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period	NA
	(if issued upon conversion ofanother +security, clearly identifythat other +security)
		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the +securities in clause

+ 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 is not available now, we 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.

(Company secretary)

Sign here: ............................................................ Date: 8 May 2013

Print name: Bruce Franzen

+ See chapter 19 for defined terms.

== == == == ==

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	78,778,674
Add the following:	13/8/12 8,131,658 Ordinary Securities
Number of fully paid +ordinary securities•	13/8/12 8,131,658 Ordinary Securities
issued in that 12 month period under anexception in rule 7.2	4/12/12 7,111,107 Ordinary Securities
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	7/1/13 2,222,222 Ordinary Securities
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	104,375,319

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	15,656,298

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issuedor agreed to be issued in that 12 month	9/5/12634,790 Ordinary Securities
period not counting those issued:	14/5/12500,000 Ordinary Securities
•Under an exception in rule 7.2	11/12/12 1,250,000 ULO, 15c, exp. 31/1/18
•Under rule 7.1A	7/5/131,712,333 ULO, 10c, exp. 30/4/15
•With security holder approval under rule7.1 or rule 7.4	7/5/131,712,333 Ordinary Securities
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"5,809,456
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	15,656,298

"A" x 0.15	15,656,298
Note: number must be same as shown inStep 2
Subtract "C"	5,809,456
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	9,846,842
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	104,375,319
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	10,437,532
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	Nil

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	10,437,532
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	10,437,532
	Note: this is the remaining placementcapacity under rule 7.1A

+ 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

8 May 2013

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 1,712,333 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 Company Secretary