RIEDEL RESOURCES LIMITED — Share Issue/Capital Change 2013

Jan 17, 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

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).

NA

• 1 +Class of +securities issued or to be issued NA
• 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)

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?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	NA
5	Issue price or consideration	NA
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	NA
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?	Yes
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	12 November 2012
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	NA

+ 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)

+Class
Fully Paid OrdinaryShares

NA

NA

NA

NA

NA

See Annexure 1

NA

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesin	8,500,000	Optionsexpiry 30 June 2014,ex price $0.30
	section 2 if applicable)	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
		2,666,667	PerformancerightsvestingwhentheCompany'sshareprice is equal to orgreater than Au27centsfor20consecutive tradingdays, expiry 25 July2014
		2,666,667
		2,666,666	PerformancerightsvestingwhentheCompany'sshareprice is equal to orgreater than Au36centsfor20consecutive tradingdays, expiry 25 July2014
			PerformancerightsvestingwhentheCompany'sshareprice is equal to orgreater than Au45centsfor20consecutive tradingdays, expiry 25 July2014

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?

+ See chapter 19 for defined terms.

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

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)?

and the control of the con-

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 (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	Numberof securities for which+quotation is sought	25,900,000
39	Class of +securities for whichquotation is sought	Fully Paid Ordinary Shares
40	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?	Yes
	If the additional securities do notrank equally, please state:•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	End of restriction period
	(if issued upon conversion ofanother security, clearly identifythat other security)
		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the securities in clause38)	105,510,109	Fully Paid OrdinaryShares

+ 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: 18 January 2013

(Company secretary)

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

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 dateof issue or agreement to issue	58,304,760
Add the following:
•Number of fully paid ordinary securities	10/4/12 12,500,000 Ordinary Securities
issued in that 12 month period under anexception in rule 7.2	7/5/127,973,914 Ordinary Securities
•Number of fully paid ordinary securities	13/8/12 8,131,658 Ordinary Securities
issued in that 12 month period withshareholder approval	13/8/12 8,131,658 Ordinary Securities
•Number of partly paid ordinary securitiesthat became fully paid in that 12 monthperiod
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"	95,041,990

+ 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	14,256,299

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

"C"	12,218,119
securities•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinary	7/1/132,222,222 ULO, 15c, exp. 31/1/16
7.1 or rule 7.4	11/12/12 1,250,000 ULO, 15c, exp. 31/1/18
•With security holder approval under rule	4/12/127,111,107 ULO, 15c, exp. 31/1/16
•Under rule 7.1A	14/5/12500,000 Ordinary Securities
•Under an exception in rule 7.2	9/5/12634,790 Ordinary Securities
Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:	28/3/12500,000 ULO, 30c, exp. 30/6/14

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15	14,256,299
Note: number must be same as shown inStep 2
Subtract "C"	12,218,119
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	2,038,180
	[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"	95,041,990
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	9,504,199
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1A	4/12/127,111,107 Ordinary Securities
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	7/1/132,222,222 Ordinary Securities
"E"	9,333,329

+ 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	9,504,199
Note: number must be same as shown inStep 2
Subtract "E"	9,333,329
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	170,870
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.