STANMORE RESOURCES LIMITED — Regulatory Filings 2012

Jan 18, 2012

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.

Name of entity

STANMORE COAL LIMITED

ABN

27 131 920 968

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 (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)	Ordinary Shares
	9,756,553 Ordinary Shares
	Fully paid Ordinary Shares issued at $0.74 per share under the Share Purchase Plan which closed on 13 January 2012.

• See chapter 19 for defined terms. 1/1/2003

Appendix 3B Page 1

4 Do the[+] securities rank equally in Yes 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

$0.74 per share

• 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)

Pursuant to a Share Purchase Plan, announced on 8 December 2011. 18 January 2012

Number	+Class
156,130,526	Ordinary

• See chapter 19 for defined terms. 1/1/2003

Appendix 3B Page 2

9 Number and+class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	6,350,000	Options ($0.19 @ 9‐Dec‐12)
	3,500,000	Options ($0.19 @ 31‐Dec‐13)
	525,000	Options ($0.15 @ 16‐Jan‐14)
	600,000	Options @ 31‐Dec‐13: � 100,000 @ $0.73 (vesting 19‐Oct‐10) � 100,000 @ $0.87 (vesting 19‐Apr‐11) � 100,000 @ $1.09 (vesting 19‐Apr‐12) � 100,000 @ $1.05 (vesting 20‐Feb‐11) � 100,000 @ $1.20 (vesting 20‐Aug‐11) � 100,000 @ $1.30 (vesting 20‐Aug‐12)
	225,000	Options @ 30‐Mar‐15: � 75,000 @ $1.44 (vesting 6‐Apr‐12) � 75,000 @ $1.68 (vesting 6‐Apr‐13) � 75,000 @ $1.80 (vesting 6‐Apr‐14)
	3,200,000	Options @ 31‐Dec‐15: � 500,000 @ $1.75 (vesting 27‐Apr‐12) � 500,000 @ $2.00 (vesting 27‐Apr‐13) � 500,000 @ $2.25 (vesting 27‐Apr‐14) � 500,000 @ $2.50 (vesting 27‐Apr‐15) � 400,000 @ $1.75 (vesting 4‐Jul‐12) � 400,000 @ $2.00 (vesting 4‐Jul‐13) � 400,000 @ $2.25 (vesting 4‐Jul‐14)
	1,800,000	Options @ 31‐Mar‐16: � 450,000 @ $1.75 (vesting 30‐Sep‐12) � 450,000 @ $2.00 (vesting 30‐Sep‐13) � 450,000 @ $2.25 (vesting 30‐Sep‐14) � 450,000 @ $2.50 (vesting 30‐Sep‐15)

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

Part 2 ‐ Bonus issue or pro rata issue

• 11 Is security holder approval required?

• 12 Is the issue renounceable or non‐ renounceable?

• See chapter 19 for defined terms. 1/1/2003

Appendix 3B Page 3

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

• See chapter 19 for defined terms. 1/1/2003

Appendix 3B Page 4

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

• See chapter 19 for defined terms. 1/1/2003

Appendix 3B Page 5

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. 1/1/2003

Appendix 3B Page 6

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)

Number +Class

• See chapter 19 for defined terms. 1/1/2003

Appendix 3B Page 7

Quotation agreement

1.[+] Quotation of our additional[+] securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

1. We warrant the following to ASX.

2. The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

3. There is no reason why those[+] securities should not be granted[+] quotation.

4. 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.

5. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

6. 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.

7. We warrant that if confirmation is required under section 1017F of the 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.

8. 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.

9. 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.

10. 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.

Doug McAlpine (Joint) Company Secretary 19 January 2012

== == == == ==

• See chapter 19 for defined terms. 1/1/2003

Appendix 3B Page 8