SPARC TECHNOLOGIES LIMITED — Share Issue/Capital Change 2003

Dec 23, 2003

Newland Resources Ltd

ACN 009 092 068 ABN 13 009 092 068 129 Edward Street, Perth WA 6000 Postal address: PO BOX 8178 PERTH BUSINESS CENTRE WA 6849 Telephone (61 8) 9227 1186 Fax: (61 8) 9227 8178

24 December 2003

Manager Announcements Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street Sydney NSW 2000

Dear Sir.

SHARE ISSUE

We attach Appendix 3B new issue announcement in respect of 76,000,000 shares allotted today as consideration for the acquisition of 40% interest in Resources Services Limited (RSL) and Resources Services (BVI) Limited (RSOL). This share issue was approved by shareholders at the Annual General Meeting dated 24 November 2003.

In accordance with the terms of the agreement for the acquisition of the interests of RSL and RSOL and with the resolution of shareholders, the shares allotted to the vendors are to be held in escrow for a period of twelve months from the date of issue.

Yours faithfully, for NEWLAND RESOURCES LTD

Verdel

L A Colless Director

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.

Name of entity

NEWLAND RESOURCES LTD

ABN

13 009 092 068

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary fully paid shares

• Number of ⁺securities issued or to $\overline{2}$ 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)

76,000,000

As for existing ordinary fully paid 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 which the extent to. they participate for the next dividend, οf case fin the. 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	Yes
5	Issue price or consideration	\$0.05
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	pursuant Issued Resources in Resources Services (BVI) Limited.	resolution to of shareholders dated 24 November 2003 in consideration for acquisition of 40% interest Services Limited and
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	24 December 2003
		Number	+ Class
8	and + class of Number all quoted on *securities ASX (including the securities in clause 2 if applicable)	78,777,571	Ordinary fp shares (NRL)

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number tclass + and οf all + securities not quoted on ASX (including the securities in clause )	76,000,000	Ordinarv fully paid
	2 if applicable)		shares in escrow to 24 December 2004
		20,000	Options exp. 30/9/04
		1,000,000	Options exp. 9/12/04
		500,000	Options exp. 12/12/04
		1,350,000	Options exp. 16/12/04
		350,000	Options exp. 1/2/05
		100,000	Options exp. 6/2/05
		500,000	Options exp. 31/5/04
		500,000	Options exp. 31/5/05
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	dividends No. have depend on profits earned.	been the l paid bv company during this financial year and any dividends on the increased capital will

Part 2 - Bonus issue or pro rata issue

• $11$ security holder $1s$ approval required?
• $12¹²$ 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 $t\sigma$ determine entitlements
• Will holdings on different registers 16 (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in $17²$ relation to fractions

$+$ See chapter 19 for defined terms.

18	Names of countries in which the entity has *security holders who will not be issue sent new documents
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	οf Closing date for receipt 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)

⁺ See chapter 19 for defined terms.

• 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 par of their entitlements through broker and accept for the balance?
• 32 How do ⁺security holders dispose of their entitlements (except by salthrough a broker)?

33 ⁺Despatch date

Ť à
e ė

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

(If the additional securities do not form a new class, go to $43$ )

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

⁺ See chapter 19 for defined terms.

-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
	A copy of any trust deed for the additional *securities

(now go to $43$ )

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 which the. extent to they participate for the next dividend, of the case (in $\mathbf{a}$ 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)

⁺ See chapter 19 for defined terms.

42 Number and $\pm$ class of all $\pm$ securities quoted on ASX (including the securities in clause 38)

Number	+ Class

(now go to $43$ )

All entities

Fees

$43$ Payment method (tick one)

	$\left \begin{array}{c} \end{array} \right $ Cheque attached
	Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	Periodic payment as agreed with the home branch has been arranged

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ 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.

$+$ See chapter 19 for defined terms.

• We warrant that if confirmation is required under section 1017F of the $\bullet$ Corporations Act in relation to the *securities to be quoted, it has been provided 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• $\overline{3}$ 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.
• $\overline{4}$ 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.

...[signed].................................... Sign here: (Director/Company secretary)

L A Colless Print name:

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$+$ See chapter 19 for defined terms.