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Mon 18 Jul 2011, 8:16 FSE - Firestone Energy Limited - Appendix 3B
FSE
FSE                                                                             
FSE - Firestone Energy Limited - Appendix 3B                                    
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.                                     
Part 1 All issues                                                               
You must complete the relevant sections (attach sheets if there is not enough   
space).                                                                         
Number  of +securities issued or to be issued (if known) or maximum number      
which may be issued:                                                            
Shares: 12 025 000                                                              
Options: 6 012 500                                                              
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):                                                          
Issue of shares and options in relation to the close out of the South           
African component of the Share Purchase Plan                                    
Shares - Identical to existing ordinary shares issued at ZAR0,14                
(approximately A$0,02 per share)                                                
Options - Exercisable at ZAR0,28 (approximately A$0,04 per share and            
expiring on 31 May 2014)                                                        
Do the +securities rank equally in all respects from the date of allotment      
with an existing +class of quoted +securities?                                  
Shares - YES                                                                    
Options - The options will be quoted. All shares issued upon exercise of        
the options will rank equally in all respects with the existing fully paid      
ordinary shares                                                                 
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                 
Issue price or consideration                                                    
Shares - issued at ZAR0,14 (approximately A$0.02 per share)                     
Options - One option for every two shares subscribed for under                  
the Share Purchase Plan announced on 2 May 2011. The options are                
being issued to shareholders who were allotted shares under the                 
Share Purchase Plan announced on 2 May 2011 and under the terms                 
of the prospectus announced on 11 May 2011, exercisable at                      
Zar0,28 (approximately A$0.04 per share) and expiring on 31 May                 
2014.                                                                           
Purpose of the issue                                                            
(If issued as consideration for the acquisition of assets,                      
clearly identify those assets)                                                  
The funds raised from the issue of shares and upon the future                   
exercise of options will be used to provide equity funding for                  
the development of the Company`s Waterberg coal project and to                  
strengthen the Company`s financial position                                     
Number and +class of all +securities quoted on ASX (including                   
the securities in clause 2 if applicable)                                       
18 July 2011                                                                    
                           NUMBER:        CLASS:                                
Number and +class of all    2,793,339,361  Ordinary fully                       
+securities quoted on ASX                  paid shares                          
(including the securities                  (FSE)                                
in clause 2 if applicable)                                                      
                                                                                
                           48,395,000     FSEO: Options                         
exercisable at                        
                                          $0.04 per                             
                                          share and                             
                                          expiring on 31                        
May 2014.                             
              Number                     +Class                                 
Number and     Unlisted Options        Unlisted Options                         
+class of all                          Exercise Expiry                          
+securities    30,000,000 FSEAK        5 cents 30 Nov 12                        
not quoted on                          6 cents 31 May 13                        
ASX            110,000,000 FSEAM       6 cents   30 Jun 13                      
(including                             6 cents 30 Jun 14                        
the            96,904,767 FSEAO        Conversion number-Variable per Note      
securities in                          Repayment dates                          
clause 2 if    25,875,000 FSEAI        2 October 2012                           
applicable)                            16 November 2012                         
Unlisted Convertible    18 December 2012                          
              Notes                   21 January 2013                           
                                      23 February 2013                          
                                      23 March 2013                             
Con Note 1 - 12 FSEAQ   30 April 2010                             
              Con Note 2 - 3 FSEAS    04 June 2013                              
              Con Note 3 - 3 FSEAU                                              
              Con Note 4 - 3 FSEAY    04 June 2013                              
Con Note 5- 3 FSEAW                                               
              Con Note 6 - 3 FSEAZ    13 July 2013                              
              Con Note 7 - 3 FSEAA                                              
              Con Note 8 - 1 x        8 November 2013                           
($500k)                                                           
              4 x ($100k)             23 November 2013                          
              Con Note 9 -  9 x                                                 
              ($100k)                 22 December 2013                          
Con Note 13 -  6 x                                                
              ($100k)                 24 January 2014                           
              Con Note 14 - 6 x                                                 
              ($100k)                 22 February 2014                          
Con Note 15 - 6 x                                                 
              ($100k)                 22 March 2014                             
              Con Note 16 - 6 x                                                 
              ($100k)                 20 April 2014                             
Con Note 17 - 9 x                                                 
              ($100k)                                                           
              Con Note 18 - 7x                                                  
              ($100K)                                                           
Con Note 19 - 7 x                                                 
              ($100k)                                                           
              Con Note 20 - 6 x       24 May 2014                               
              ($100k)                                                           
Con Note 21 - 6 x       22 June 2014                              
              (100k)                                                            
                                                                                
Dividend policy (in the case of a trust, distribution policy) on the            
increased capital (interests)                                                   
There is no entitlement for the option holder to participate in                 
dividends until the options have been exercised.                                
Part 2  Bonus issue or pro rata issue                                           
Is security holder approval required?               N/A                         
Is the issue renounceable or non-renounceable?      N/A                         
                                                                                
Ratio in which the +securities will be offered      N/A                         

+Class of +securities to which the offer relates    N/A                         
                                                                                
+Record date to determine entitlements              N/A                         

Will holdings on different registers (or            N/A                         
subregisters) be aggregated for calculating                                     
entitlements?                                                                   

Policy for deciding entitlements in relation to     N/A                         
fractions                                                                       
                                                                                
Names of countries in which the entity has           N/A                        
+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.                                                      
                                                                                
Closing date for receipt of acceptances or         N/A                          
renunciations                                                                   
                                                                                
Names of any underwriters                         N/A                           
Amount of any underwriting fee or commission      N/A                           

Names of any brokers to the issue                 N/A                           
Fee or commission payable to the broker to the      N/A                         
issue                                                                           

Amount of any handling fee payable to brokers     N/A                           
who lodge acceptances or renunciations on behalf                                
of +security holders                                                            

If the issue is contingent on +security        N/A                              
holders` approval, the date of the meeting                                      
                                                                                
Date entitlement and acceptance form and           N/A                          
prospectus or Product Disclosure Statement will                                 
be sent to persons entitled                                                     
                                                                                
If the entity has issued options, and the terms    N/A                          
entitle option holders to participate on                                        
exercise, the date on which notices will be sent                                
to option holders                                                               

Date rights trading will begin (if applicable)     N/A                          
                                                                                
Date rights trading will end (if applicable)       N/A                          
How do +security holders sell their entitlements   N/A                          
in full through a broker?                                                       
                                                                                
How do +security holders sell part of their        N/A                          
entitlements through a broker and accept for the                                
balance?                                                                        
How do +security holders dispose of their          N/A                          
entitlements (except by sale through a broker)?                                 

+Despatch date                                  N/A                             
Part 3  Quotation of securities                                                 
You need only complete this section if you are applying for quotation of        
securities                                                                      
Type of securities (tick one)                                                   
X   Securities described in Part 1.                                             
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                                                                       
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                                                           
                                                                                
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                                                                
A copy of any trust deed for the additional +securities                         
Entities that have ticked box 34(b)                                             
Number of securities for which +quotation is sought     N/A                     
Class of +securities for which quotation is sought      N/A                     
Do the +securities rank equally in all respects from    N/A                     
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                                                
                                                                                
Reason for request for quotation now                    N/A                     
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                           
Number and +class of all +securities quoted on ASX                              
(including the securities in clause 38) - N/A                                   
Quotation agreement                                                             
+Quotation of our additional +securities is in ASX`s absolute discretion.  ASX  
may quote the +securities on any conditions it decides.                         
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.                                 
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.                                                                       
Date: 18 JULY 2011                                                              
Company Secretary                                                               
Jerry Monzu                                                                     
Pretoria                                                                        
18 July 2011                                                                    
Sponsor                                                                         
River Group                                                                     
Date: 18/07/2011 08:16:01 Produced by the JSE SENS Department.                  
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