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Mon 30 Aug 2010, 9:48 FSE - Firestone Energy Limited - Appendix 3B New issue
FSE
FSE                                                                             
FSE - Firestone Energy Limited - Appendix 3B New issue                          
announcement, application for quotation of additional                           
securities and agreement                                                        
FIRESTONE ENERGY LIMITED                                                        
(Registration number: ABN 058 436 794)                                          
(SA company registration number: 200/023973/10                                  
Share code on the JSE: FSE                                                      
Share code on the ASX: FSE                                                      
ISIN: AU000000FSE6                                                              
("FSE" or "the Company")                                                        
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                                                                  
Firestone Energy Limited                                                        
ABN                                                                             
71 058 436 794                                                                  
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             Convertible Notes                                      
  +securities issued                                                            
  or to be issued                                                               
                                                                                

2  Number  of            1 x $500,000 note                                      
  +securities issued                                                            
  or to be issued (if   27 x $100,000 notes                                     
known) or maximum                                                             
  number which may be                                                           
  issued                                                                        
                                                                                

3  Principal terms of    As per the amended terms of                            
  the +securities (eg,  the convertible note deed                               
  if options, exercise  announced to the market on 23                           
price and expiry      August 2010 the following                               
  date; if partly paid  applies to this these issues.                           
  +securities, the                                                              
  amount outstanding    $500,000 note converts to                               
and due dates for     12,500,000 ord shares (4cps                             
  payment; if           conversion)                                             
  +convertible          13 x $100,000 converts to                               
  securities, the       32,500,000 ord shares (4cps                             
conversion price and  conversion)                                             
  dates for             8 x $100,000 converts to                                
  conversion)           40,000,000 ord shares (2cps                             
                        conversion)                                             
6 x $100,000 converts to                                
                        26,315,790 ord shares (2.28cps                          
                        conversion)                                             
                                                                                
General Terms of Convertible                            
                        Notes                                                   
                                                                                
                        * First repayment date is 4                             
June 2013                                               
                        * Notes are unsecured                                   
                        * Interest is payable on a                              
                        semi-annual basis at 10% per                            
annum                                                   
                                                                                
4  Do the +securities    Not until conversion takes                             
  rank equally in all   place, post conversion the                              
respects from the     securities will rank equally                            
  date of allotment     with ordinary shares on                                 
  with an existing      issue.                                                  
  +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        1 x $500,000  note   =                                 
consideration         $   500,000                                             
                        27 x $100,000 notes =                                   
                        $2,700,000                                              
                                              Total                             
$3,200,000                                              
                                                                                
                                                                                
6  Purpose of the issue  Meeting all commitments due                            
(If issued as         to its Joint                                            
  consideration for     Venture partner, Sekoko Coal                            
  the acquisition of    (Pty) Limited and  working                              
  assets, clearly       capital requirements, as                                
identify those        announced to market 11                                  
  assets)               September 2009.                                         
                                                                                
                                                                                

                                                                                
7   Dates of entering    30 August 2010                                         
   +securities into                                                             
uncertificated                                                               
   holdings or                                                                  
   despatch of                                                                  
   certificates                                                                 

                                                                                
                        Number          +Class                                  
                                                                                
8   Number and +class    2,331,300,464   Ordinary fully                         
   of all +securities                   paid shares                             
   quoted on ASX                        (FSE)                                   
   (including the                                                               
securities in                                                                
   clause 2 if                                                                  
   applicable)                                                                  
                                                                                

                                                                                
                        Number            +Class                                
9   Number and +class    Unlisted          Unlisted                             
of all +securities   Options           Options                               
   not quoted on ASX                      Exercise                              
   (including the       30,000,000        Expiry                                
   securities in        FSEAK             5 cents   30                          
clause 2 if          110,000,000       Nov 12                                
   applicable)          FSEAM             6 cents   31                          
                        96,904,767        May 13                                
                        FSEAO             6 cents   30                          
25,875,000        Jun 13                                
                        FSEAI             6 cents   30                          
                                          Jun 14                                
                        Unlisted                                                
Convertible       Conversion                            
                        Notes             number-                               
                                          Variable  per                         
                        Con Note 1 - 12   Note                                  
FSEAQ             Repayment                             
                        Con Note 2 - 3    dates -                               
                        FSEAS             2 October                             
                        Con Note 3 - 3    2012                                  
FSEAU             16 November                           
                        Con Note 4 - 3    2012                                  
                        FSEAY             18 December                           
                        Con Note 5- 3     2012                                  
FSEAW             21 January                            
                        Con Note 6 - 3    2013                                  
                        FSEAZ             23 February                           
                        Con Note 7 - 3    2013                                  
FSEAA             23 March 2013                         
                        Con Note 8 -  1   30 April 2010                         
                        x ($500k)         04 June 2013                          
                                          04 June 2013                          
4 x ($100k)       13 July 2013                          
                        Con Note 9 -  9   27 July 2013                          
                        x ($100k)         24 August                             
                        Con Note 10 -     2013                                  
8 x ($100k)                                             
                        Con Note 11 -                                           
                        6 x ($100k)                                             
                                                                                

10  Dividend policy (in  Company may pay dividends to                           
   the case of a        ordinary shareholders as the                            
   trust, distribution  Directors resolve.                                      
policy) on the                                                               
   increased capital                                                            
   (interests)                                                                  
Part 2   Bonus issue or pro rata issue                                          
11  Is security holder    N/A                                                   
   approval required?                                                           
                                                                                
                                                                                
12  Is the issue          N/A                                                   
   renounceable or non-                                                         
   renounceable?                                                                
                                                                                
13  Ratio in which the    N/A                                                   
   +securities will be                                                          
   offered                                                                      
                                                                                
14  +Class of             N/A                                                   
   +securities to which                                                         
   the offer relates                                                            
                                                                                
15  +Record date to       N/A                                                   
   determine                                                                    
   entitlements                                                                 
                                                                                
16  Will holdings on      N/A                                                   
   different registers                                                          
   (or subregisters) be                                                         
   aggregated for                                                               
calculating                                                                  
   entitlements?                                                                
                                                                                
17  Policy for deciding   N/A                                                   
entitlements in                                                              
   relation to                                                                  
   fractions                                                                    
                                                                                

18  Names of countries    N/A                                                   
   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      N/A                                                   
receipt of                                                                   
   acceptances or                                                               
   renunciations                                                                
                                                                                
20  Names of any          N/A                                                   
   underwriters                                                                 
                                                                                
                                                                                

21  Amount of any         N/A                                                   
   underwriting fee or                                                          
   commission                                                                   

22  Names of any brokers  N/A                                                   
   to the issue                                                                 
                                                                                

                                                                                
23  Fee or commission     N/A                                                   
   payable to the                                                               
broker to the issue                                                          
                                                                                
24  Amount of any         N/A                                                   
   handling fee payable                                                         
to brokers who lodge                                                         
   acceptances or                                                               
   renunciations on                                                             
   behalf of +security                                                          
holders                                                                      
                                                                                
25  If the issue is       N/A                                                   
   contingent on                                                                
+security holders`                                                           
   approval, the date                                                           
   of the meeting                                                               
                                                                                
26  Date entitlement and  N/A                                                   
   acceptance form and                                                          
   prospectus or                                                                
   Product Disclosure                                                           
Statement will be                                                            
   sent to persons                                                              
   entitled                                                                     
                                                                                
27  If the entity has     N/A                                                   
   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   N/A                                                   
   will begin (if                                                               
applicable)                                                                  
                                                                                
29  Date rights trading   N/A                                                   
   will end (if                                                                 
applicable)                                                                  
                                                                                
                                                                                
                                                                                
30  How do +security      N/A                                                   
   holders sell their                                                           
   entitlements in full                                                         
   through a broker?                                                            

31  How do +security      N/A                                                   
   holders sell part of                                                         
   their entitlements                                                           
through a broker and                                                         
   accept for the                                                               
   balance?                                                                     
                                                                                
32  How do +security      N/A                                                   
   holders dispose of                                                           
   their entitlements                                                           
   (except by sale                                                              
through a broker)?                                                           
                                                                                
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.                                       

(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  N/A                                                   
   for which +quotation                                                         
   is sought                                                                    
                                                                                

39  Class of +securities  N/A                                                   
   for which quotation                                                          
   is sought                                                                    

                                                                                
40  Do the +securities    N/A                                                   
   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    N/A                                                   
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)                                                         
                                                                                

                         Number          +Class                                 
42  Number and +class of                                                        
   all +securities                                                              
quoted on ASX                                                                
   (including the                                                               
   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.                                                      
*    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.                                  
Company Secretary                                                               
Jerry Monzu                                                                     
Pretoria                                                                        
30 August 2010                                                                  
Sponsor and Corporate Advisor                                                   
River Group                                                                     
Date: 30/08/2010 09:48:01 Produced by the JSE SENS Department.                  
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