TUNGSTEN MINING NL — Share Issue/Capital Change 2013

Oct 8, 2013

Appendix 3B New issue announcement

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, 04/03/13

Name of entity

Tungsten Mining NL

ABN

67 152 084 403

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 (e.g. 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.

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4	Do the+securities rank equally in
	all respects from the+issue date
	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
6	Purpose of the issue
	(If issued as consideration for the
	acquisition of assets, clearly
	identify those assets)
6a	Is the entity an+eligible entity that
	has obtained security holder
	approval under rule 7.1A?
	If Yes, complete sections 6b – 6h
	in relation to the+securities the
	subject of this Appendix 3B, and
	comply with section 6i
6b	The date the security holder
	resolution under rule 7.1A was
	passed
6c	Number of +securities issued
	without security holder approval
	under rule 7.1
6d	Number of+securities issued with
	security holder approval under rule
	7.1A

• See chapter 19 for defined terms.

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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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Number	+Class

Part 2 - Pro rata issue

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11 Is security holder approval
required?
12 Is the issue renounceable or non-
renounceable?
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
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• See chapter 19 for defined terms.

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18	Names of countries in which the
	entity has security holders who will
	not be sent new offer 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
26	Date entitlement and acceptance
	form and offer documents 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?

• See chapter 19 for defined terms.

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• 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 +Issue 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

• (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

• See chapter 19 for defined terms.

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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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 9,000,000 +quotation is sought

39 +Class of +securities for which Fully paid ordinary shares quotation is sought

40 Do the[+] securities rank equally in all Yes respects from the[+] issue date 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

• See chapter 19 for defined terms.

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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)	End of 12 month restriction period	End of 12 month restriction period
	Number	+Class
	47,204,379	Fully paid ordinary shares

• See chapter 19 for defined terms.

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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 is not available now, we 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: Paul Berndt Director

Date: 9 October 2013

Print name: Paul Berndt == == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary securities 2,000,000 seed shares
on issue 12 months before the [+] issue date or
date of agreement to issue
Add the following: 32,054,379 fully paid ordinary shares
(Unrestricted) Issued as seed or via IPO.
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an 31,850,000 fully paid ordinary shares (Restricted
exception in rule 7.2 for 24 months from the date of quotation) –
Issued as seed or via IPO
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 13,150,000 fully paid ordinary shares (Restricted
shareholder approval for 12 months from the dates of issue)- Issued as
seed or via IPO
• Number of partly paid [+] ordinary securities
that became fully paid in that 12 month
period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot be
added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of
securities on different dates as separate line
items
Subtract the number of fully paid [+] ordinary nil
securities cancelled during that 12 month period
“A” 79,054,379
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
11,858,157
Multiply “A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
Insert number of [+] equity securities issued or Nil
agreed to be issued in that 12 month period not
counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1
or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of
securities on different dates as separate line
items
“C” nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
11,858,157
“A” x 0.15
Note: number must be same as shown in Step 2
Subtract “C” nil
Note: number must be same as shown in Step 3
11,858,157
Total [“A” x 0.15] – “C”
[Note: this is the remaining placement capacity
under rule 7.1]
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• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated N/A “A” Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 N/A Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued or N/A agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” N/A

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	N/A
Subtract“E” Note: number must be same as shown in Step 3	N/A
Total[“A” x 0.10] – “E”	N/A Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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