RIEDEL RESOURCES LIMITED — Share Issue/Capital Change 2011

Jul 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

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 a) Performance Rights b) Performance Rights c) Performance Rights d) Performance Rights e) Performance Rights f) Performance Rights g) Fully Paid Ordinary Shares 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued a) 2,000,000 b) 2,000,000 c) 2,000,000
  • d) 666,667 e) 666,667 f) 666,666
  • g) 86,660

+ See chapter 19 for defined terms.

• 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)
• a) 2,000,000 performance rights vesting when the Company's share price is equal to or greater than Au27 cents for 20 consecutive trading days, expiry 25 July 2014
• b) 2,000,000 performance rights vesting when the Company's share price is equal to or greater than Au36 cents for 20 consecutive trading days, expiry 25 July 2014
• c) 2,000,000 performance rights vesting when the Company's share price is equal to or greater than Au45 cents for 20 consecutive trading days, expiry 25 July 2014
• d) 666,667 performance rights vesting when the Company's share price is equal to or greater than Au27 cents for 20 consecutive trading days, expiry 25 July 2014
• e) 666,667 performance rights vesting when the Company's share price is equal to or greater than Au36 cents for 20 consecutive trading days, expiry 25 July 2014
• f) 666,666 performance rights vesting when the Company's share price is equal to or greater than Au45 cents for 20 consecutive trading days, expiry 25 July 2014 g) 86,660 Fully Paid Ordinary Shares

• 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?

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 (a)(b)(c)(d)(e)(f) Nil
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• 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 clause 2 if applicable)

Number	+Class
29,454,760	Fully paidOrdinaryShares
29,094,050	Optionsexpiry 30 November2012, ex price $0.20

(a)(b)(c)(d)(e)(f) No (g) Yes

(g) 12 cents

26 July 2011

Issue of performance rights and issue of ordinary shares following approval by shareholders at GM held on 14 July 2011

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable)	25,900,000	FullyPaidOrdinarySharessubjecttoescrowending31January 2013.
		2,950,000	FullyPaidOrdinarySharessubjecttoescrowending30September 2011.
		8,000,000	Options-Escrowedexpiry 30June2014, ex price$0.30
		1,500,000	Optionsexpiry 30 June 2014, ex price$0.30
		2,666,667	Performance rights vesting whenthe Company's share price isequal to or greater thanAu27centsfor20consecutivetradingdays,expiry 25July 2014
		2,666,667	Performance rights vesting whenthe Company's share price isequal to or greater thanAu36centsfor20consecutivetradingdays,expiry 25July 2014
		2,666,666	Performance rights vesting whenthe Company's share price isequal to or greater thanAu45centsfor20consecutivetradingdays,expiry 25July 2014

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

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

+ See chapter 19 for defined terms.

12Is the issue renounceable or nonrenounceable?Ratio in which the +securities13will be offered+Class of +securities to which the14offer relates+Record15datetodetermineentitlements16Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?17Policy for deciding entitlementsin relation to fractions18Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting feeor commission22Names of any brokers to theissue23Fee or commission payable to thebroker to the issue24Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders25If the issue is contingent on+security holders' approval, thedate of the meeting

+ See chapter 19 for defined terms.

• 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

	the contract of the contract of the contract of the contract of
_______________________________________

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 securitiesExample: 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 convertiblesecurities

	+ See chapter 19 for defined terms.
--	-------------------------------------

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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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)

Numbar	$+Cl200$

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: 28 July 2011

(Executive Director and Company secretary)

Print name: Bruce Franzen

== == == == ==

+ 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

28 July 2011

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 86,660 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