ABN 39 063 074 635 Level , 181 Roberts Road Subiaco Western Austral ia Postal: PO Box 616 West Perth 6872 Austral ia Ph: +61 8 9381 9522 Fax: +61 8 9381 9525 Emai l: [email protected] ANNOUNCEMENT • Golden State $4 million share placement. • Exercise of listed options Share Placement Raises Funds for Working Capital Golden State Resources is pleased to announce that $4 million has been raised by the placement of 7,476,635 shares at a price of 53.5 cents per share to Cranport Hedge Fund and to CK Locke and Partners of Perth. The placement price was calculated at today’s closing price less a 7.5% discount. The proceeds of the share placement will be applied to working capital for the Company. Exercise of listed options The attached 3B includes the issue of 307,500 new ordinary shares as a result of the exercise of listed options (GDNO) expiring on 30 June 2007. Richard Sciano Direct2007 Appendix 3B New issue announcement + See chapter 19 for defined terms. 24/10/2005 Appendix 3B Page 1 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 Golden State Resources Limited ABN 39 063 074 635 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 Ordinary Shares 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 7,784,135 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) Fully Paid Appendix 3B New issue announcement + See chapter 19 for defined terms. 1/1/2003 Appendix 3B Page 2 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 Yes 5 Issue price or consideration 30 cents per share (for exercise of options) 53.5 cents per share (share placement price) 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Exercise of 307,500 listed options. Share placement of 7,476,635 shares to raise $4 million to fund working capital. 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 7 May 2007 Number +Class 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 162,590,529 31,846,706 Ordinary shares Options exercisable at 30 cents each by 30 June 2007 Appendix 3B New issue announcement + See chapter 19 for defined terms. 1/1/2003 Appendix 3B Page 3 Number +Class 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 17,700,000 Options exercisable at 20 cents each by 22 May 2009 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) No dividend policy established as the company is still in the exploration phase. Part 2 - Bonus issue or pro rata issue 11 Is security holder approval required? NOT APPLICABLE 12 Is the issue renounceable or nonrenounceable? 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. 19 Closing date for receipt of acceptances or renunciations Appendix 3B New issue announcement + See chapter 19 for defined terms. 1/1/2003 Appendix 3B Page 4 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? Appendix 3B New issue announcement + See chapter 19 for defined terms. 1/1/2003 Appendix 3B Page 5 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 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 Appendix 3B New issue announcement + See chapter 19 for defined terms. 1/1/2003 Appendix 3B Page 6 Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought 7,784,135 39 Class of +securities for which quotation is sought Ordinary shares fully paid 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 Yes 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) Exercise of 307,500 listed options. Share placement to raise $4million to fund working capital. Number +Class 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38) 162,590,529 31,846,706 Ordinary shares Options exercisable at 30 cents each by 30 June 2007 Appendix 3B New issue announcement + See chapter 19 for defined terms. 24/10/2005 Appendix 3B Page 7 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. Sign here: ............................................................ Date: 2007 (Company secretary) Print name: Ranko Matic == == == == ==
CVN Price at posting:
0.0¢ Sentiment: Buy Disclosure: Not Held
(20min delay)