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VAULT MINERALS LIMITED Share Issue/Capital Change 2012

Apr 4, 2012

65991_rns_2012-04-04_73dbe88d-6567-4c90-8ecd-f9357f827136.pdf

Share Issue/Capital Change

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==> picture [73 x 60] intentionally omitted <==

Red 5 Limited

PO Box 1911 West Perth 6872 Western Australia, Australia

Telephone: +61 8 9322 4455 Facsimile: +61 8 9481 5950

5 April 2012

Manager Announcements ASX Market Announcements ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

APPENDIX 3B – ISSUE OF UNLISTED OPTIONS

Please find enclosed an Appendix 3B in relation to the issue of 80,000 unlisted options over fully paid shares pursuant to the Red 5 Limited Employee Share Option Plan.

Notice given under Section 708A(5) of the Corporations Act

This notice is given by Red 5 Limited under section 708A(5)(e) of the Corporations Act in relation to an issue of options over fully paid shares by the Company without disclosure to investors under Part 6D.2 of the Corporations Act.

As at the date of this notice, the Company has complied with:

  • (a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

  • (b) section 674 of the Corporations Act.

The Company confirms that, as at the date of this notice, there is no information that:

  • (a) has been excluded from a continuous disclosure notice given to ASX in accordance with the ASX Listing Rules; and

  • (b) investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  • (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

  • (ii) the rights and liabilities attaching to ordinary fully paid shares,

to the extent to which it would be reasonable for investors and their professional advisers to expect to find such information in a disclosure document.

Yours faithfully

Frank Campagna Company Secretary

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 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

Red 5 Limited

ABN

73 068 647 610

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)
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

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
Options over fully paid shares
80,000
40,000 unlisted options exercisable at $2.70 each
on or before 31 December 2014 and 40,000
unlisted options exercisable at $4.30 each on or
before 31 December 2016
No. Shares issued as a result of the exercise of
the options will rank equally with ordinary fully
paid shares as from the date of allotment of the
shares.
Nil
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 1

Appendix 3B New issue announcement

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)
9
Number and+class of all+securities not quoted on ASX
(_including_the securities in clause 2 if applicable)
10
Dividend policy (in the case of a trust, distribution
policy) on the increased capital (interests)
Issue of options pursuant to the Red 5 Limited
Employee Share Option Plan.
Issue of options pursuant to the Red 5 Limited
Employee Share Option Plan.
5 April 2012
Number ~~+~~Class
135,488,008 Ordinary fully paid shares
Number ~~+~~Class
70,000
70,000
40,000
70,000
40,000
Options (30.06.13)
Options (30.04.14)
Options (31.12.14)
Options (30.04.16)
Options (31.12.16)
The Company does not presently have a formal
dividendpolicy.

Part 2 - Bonus issue or pro rata issue

  • 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

  • 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.

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

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 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

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.

24/10/2005

Appendix 3B Page 3

Appendix 3B New issue announcement

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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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
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.

24/10/2005

Appendix 3B Page 4

Appendix 3B New issue announcement

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.

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

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

  5. 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.

  • 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.

  • 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: Frank Campagna

Date: 5 April 2012

( ~~Director/~~ Company secretary)

Print name: FRANK CAMPAGNA

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 5