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STRIKE RESOURCES LIMITED Share Issue/Capital Change 2008

Jul 29, 2008

65855_rns_2008-07-29_54d4c9fb-173b-4991-916b-ed65e52fbbae.pdf

Share Issue/Capital Change

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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

Strike Resources Limited (SRK)

ABN

94 088 488 724

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 (1) Fully-paid, ordinary shares
issued (2) $2.75 options expiring 29 July 2011
2 Number of +securities issued or to beissued (if known) or maximum numberwhich may be issued (1) 18,068,086 fully paid, ordinary shares
(2) 903,404 $2.75 options expiring 29 July 2011
3 Principal terms of the +securities (eg, ifoptions, exercise price and expiry date;if partly paid +securities, the amountoutstanding and due dates for payment;if +convertible securities, the conversionprice and dates for conversion) (1) Same rights as other fully-paid, ordinary shares on
issue
(2) Exercise price of $2.75 per option. Exercisable atany time prior to their expiry at 5.00pm (Perthtime) on 29 July 2011. See Annexure A for termsand conditions.

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in allrespects from the date of allotment withan existing +class of quoted +securities? (1)issue Same rights as other fully paid ordinary shares on
If the additional securities do not rank equally,please state:•the date from which they do•the extent to which they participate for thenext dividend, (in the case of a trust,distribution) or interest payment (2) ordinary shares on issue New class of options. Shares issues on exercise ofoptions have the same rights as other fully paid,
•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) $2.75 per share
(2) No cash consideration
6 Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets) (1) disclosed to ASX on 28 July 2008. Share placement to Gallagher Holdings Limited as
28 July 2008. The $49,687,236.50 (gross) funds raised will beused to advance the Company's resource projectsas further set out in the announcement to ASX on
(2) Holdings Limited. Consideration for Ragnarok Capital Limited actingas broker to the share placement to Gallagher
7 Dates of entering +securities intouncertificated holdings or despatch ofcertificates (1) 29 July 2008
(2) 29 July 2008
Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 2 if applicable) Number +Class
8 120,534,268 ORDINARY
(also refer Table A) (ASX Code: SRK)
Number +Class
9 Number and +class of all +securitiesnot quoted on ASX (including thesecurities in clause 2 if applicable) Refer Table A

+ See chapter 19 for defined terms.

TABLE A - RECONCILIATION OF QUOTED AND UNQUOTED SECURITIES:

The Company currently has the following securities on issue:

Quoted Not Quoted
on ASX on ASX Total
Fully paid ordinary shares 120,534,268 - 120,534,268
$0.178 (9 February 2011) Unlisted Options - 1,833,333 1,833,333
$0.278 (9 February 2011) Unlisted Options - 1,666,667 1,666,667
$0.938 (21 July 2011) Directors' Options - 4,600,000 4,600,000
$0.938 (13 September 2011) Unlisted Director's Options - 500,000 500,000
$1.178 (6 October 2011) Unlisted Employee's Options - 150,000 150,000
$2.078 (7 March 2012) Unlisted Director's Options - 500,000 500,000
$2.788 (7 March 2012) Unlisted Directors' Options - 3,300,000 3,300,000
$2.878 (1 May 2012) Unlisted Employees' Options - 133,000 133,000
$2.878 (5 September 2012) Unlisted Employee's Options - 200,000 200,000
$2.878 (17 November 2012) Unlisted Employee's Options - 250,000 250,000
$3.978 (3 December 2012) Unlisted Directors' Options - 4,000,000 4,000,000
$2.878 (4 March 2013) Unlisted Employee's Options - 250,000 250,000
$2.75 (29 July 2011) Unlisted Options - 903,404 903,404
Total 120,534,268 18,286,404 138,820,672

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

Same rights as other fully paid ordinary shares on issue

Part 2 - Bonus issue or pro rata issue

11 Issecurityholderapprovalrequired? N/A
12 Is the issue renounceable or nonrenounceable? N/A
13 Ratio in which the +securities willbe offered N/A
14 +Class of +securities to which theoffer relates N/A
15 +Recorddatetodetermineentitlements N/A
16 Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? N/A
17 Policy for deciding entitlements inrelation to fractions N/A

+ See chapter 19 for defined terms.

18 Names 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. N/A
19 Closingdateforreceiptofacceptances or renunciations N/A
20 Names of any underwriters N/A
21 Amount of any underwriting fee orcommission N/A
22 Names of any brokers to the issue N/A
23 Fee or commission payable to thebroker to the issue N/A
24 Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders N/A
25 Iftheissueiscontingenton+securityholders'approval,thedate of the meeting N/A
26 Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled N/A
27 If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders N/A
28 Date rights trading will begin (ifapplicable) N/A
29 Date rights trading will end (ifapplicable) N/A
30 How do +security holders sell theirentitlementsinfullthroughabroker? N/A
31 How do +security holders sell partoftheirentitlementsthroughabroker and accept for the balance? N/A

+ See chapter 19 for defined terms.

32 How do +security holders disposeof their entitlements (except by salethrough a broker)? N/A
33 +Despatch date N/A

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 (Ordinary fully paid shares referred to in item (1) only to be quoted. Options referred to in item (2) not to be quoted.)

× ł۰.v××I

(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

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought N/A

+ See chapter 19 for defined terms.

39 +securitiesClassofforwhichquotation is sought N/A
40 Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities? N/A
If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
41 Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period N/A
(ifissueduponconversionofanother security, clearly identify thatother security)
Number +Class
42 Number and +class of all +securitiesquotedonASX(includingthe N/A N/A

securities in clause 38)

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.
  • 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.
  • 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: 30 July 2008

Print name: VICTOR HO (Executive Director and Company Secretary) == == == == ==

+ See chapter 19 for defined terms.

ANNEXURE A

TERMS AND CONDITIONS OF $2.75 (29 JULY 2011) OPTIONS

    1. The options will be issued for no cash consideration.
    1. Each option entitles the holder on exercise to one ordinary share in the capital of the Company.
    1. The options may be exercised at any time prior to 5:00pm (Perth, Western Australia time) on the third anniversary of their date of issue ("Expiry Date"), in whole or in part, upon payment of the exercise price per option.
    1. The exercise price of the options is A$2.75 per option.
    1. The options will not be quoted and are not transferable except to a nominee.
    1. The Company will provide to each option holder a notice that is to be completed when exercising the options ("Notice of Exercise"). Options may be exercised by the option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the Secretary of the Company to be received prior to the Expiry Date. The Notice of Exercise must state the number of options exercised, the consequent number of Shares to be issued and the identity of the proposed shareholder. The Notice of Exercise must be accompanied by payment in full for the relevant number of options exercised, based on the exercise price per option.
    1. All Shares issued upon the exercise of the options will rank pari passu in all respects with the Company's then issued Shares.
    1. There are no participating rights or entitlements inherent in the options and option holders will not be entitled to participate in new issues or pro-rata issues of securities offered to shareholders of the Company. The option holder has no rights to a change in the exercise price of the option or a change to the number of underlying securities over which an option can be exercised except in the event of a bonus issue. Option holders will be provided with written notice and afforded that period of time as required by the ASX Listing Rules before the record date of any pro rata issue to exercise their options.
    1. If from time to time on or prior to the Expiry Date the Company makes a bonus issue of securities to holders of Shares in the Company ("Bonus Issue"), then upon exercise of his or her options an option holder will be entitled to have issued to him or her (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise) the number of securities which would have been issued to him or her under that Bonus Issue if the options had been exercised immediately before the record date for the Bonus Issue.
    1. In the event of any reorganisation (including consolidation, subdivisions, reduction or return) of the issued capital of the Company, all rights of the option holder shall be reorganised (as appropriate) in accordance with the ASX Listing Rules.

+ See chapter 19 for defined terms.

NOTICE UNDER PARAGRAPH 708A(5)(E) OF THE CORPORATIONS ACT 2001 (CTH)

Pursuant to the capital raising announced on 28 July 2008, Strike Resources Limited ACN 088 488 724 (Company) has today issued 18,068,086 fully paid, ordinary shares in the Company at an issue price of $2.75 per share (Shares) to Gallagher Holdings Limited.

The Company relies on Section 708A(5) of the Corporations Act 2001 (Cth) (Corporations Act) in respect of the issue of the Shares without disclosure, and gives notice under paragraph 708A(5)(e) of the Corporations Act that:

    1. the Company issued the Shares without disclosure to investors under Part 6D.2 of the Corporations Act;
    1. 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
    • (2) section 674 of the Corporations Act; and
    1. as at the date of this notice, there is no excluded information within the meaning of sections 708A(7) and 708A(8) of the Corporations Act.

Dated: 30 July 2008

For and on behalf of the Board,

Victor Ho Executive Director and Company Secretary

www.strikeresources.com.au

STRIKE RESOURCES LIMITED A.B.N. 94 088 488 724

Level 14, The Forrest Centre, 221 St Georges Terrace, Perth Western Australia 6000 ASX Code: SRK T | +61 8 9214 9700 F | +61 8 9322 1515 E | [email protected]