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FOCUS MINERALS LTD Share Issue/Capital Change 2006

Feb 1, 2006

64932_rns_2006-02-01_7c674795-13df-4669-a6ae-1795976291e5.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.

Name of entity

Focus Minerals Ltd

ABN

56 005 470 799

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
  • (a) Ordinary fully paid shares (b) Options expiring 30 November 2010.
  • Number of +securities issued or to $\mathcal{D}$ be issued (if known) or maximum number which may be issued
  • $\mathbf{3}$ Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates payment; if +convertible for securities, the conversion price and dates for conversion)

(a) $238,095$ (b) $2,900,000$

967,000 exercisable at 5 cents on or after $(b)$ 30 November 2006;

483,000 exercisable at 5 cents on or after 30 November 2007;

483,000 exercisable at 6 cents on or after 30 November 2007; and

967,000 exercisable at 6 cents on or after 30 November 2008.

+ 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?
Yes.
If the additional securities do not
rank equally, please state:
the date from which they do
which
the.
extent
10 10
they
٠
participate for the next dividend,
οf
(in
the.
case.
$\mathbf{a}$
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
5. Issue price or consideration (a) $4.2$ cents
$(b)$ Nil
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
(a) The issue of shares represents consideration
for the purchase of Prospecting Licence
15/4054.
The issue of the options was approved at
(b)
the annual general meeting of shareholders
of the Company held on 30 November
2005.
7 Dates of entering + securities into
uncertificated holdings or despatch
of certificates
1 February 2006.
Number *Class
8 Number
and
+ class
of
all
*securities
ASX
quoted
on
(including the securities in clause 2
if applicable)
429,424,467 Ordinary fully paid
shares
Number + Class
9 Number
*class
οſ
and
all
1,500,000 Options expiring 13/09/2005
*securities not quoted on ASX
(including the securities in clause 2
3,000,000 Options expiring 31/07/2008
if applicable) 6,420,000
2,900,000
Options expiring 6/12/2009
Options expiring 30/11/2010
10 Dividend policy (in the case of a N/A
trust, distribution policy) on the
increased capital (interests)

$+$ See chapter 19 for defined terms.

11 security
holder
Ĭs
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
determine
date
10
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
nol
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
οſ
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
on behalf of
renunciations
or
+ security holders

$\overline{1}$ $42. R$ $\mathbf{r}$ P

$+$ See chapter 19 for defined terms.

25 the issue is contingent
Ιf
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 $(iick one)$
  • Securities described in Part 1 (a) $(a)$

$(b)$ 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 $43$ )

+ See chapter 19 for defined terms.

ғал аттасыс ұса ағ рғотату не танашт оғ
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
${now go to 43}$

Tick to indicate you are providing the information or

$+$ See chapter 19 for defined terms.

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:

  • $\bullet$ 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

$(now go to 43)$

+ See chapter 19 for defined terms.
------------------------------------- -- -- --

All entities

Fees

43 Payment method (tick one)
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.

Ouotation agreement

  • $\overline{\mathbf{1}}$ *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 $\bullet$ 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.

+ See chapter 19 for defined terms.

  • $\overline{3}$ 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.

Austminex Ltd ("Austminex") gives notice under paragraph 708A(5)(e) of the Corporations Act 2001 ("Corporations Act") that Austminex issued the Securities without disclosure to investors under Part 6D.2 of the Corporations Act. At the date of this notice Austminex has complied with the provisions of Chapter 2M of the Corporations Act as they apply to Austminex and the continuous disclosure obligations under section 674 of the Corporations Act. There is no information that has been excluded from any continuous disclosure notice given to the ASX in accordance with the ASX Listing Rules, that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of Austminex or the rights and liabilities attaching to Austminex ordinary shares, to the extent that it is reasonable for investors and their professional advisers to expect to find the information in a disclosure document.

Sign here:

...................................... (Director/Company secretary)

Print name: Alec Pismiris Company Secretary

se se se se se

+ See chapter 19 for defined terms.