Silver Mines
LSE : SVLP

November 09, 2010 08:09 ET

Issue of Equity

                                                                                            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
Silver Mines Limited

ACN
107 452 942

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       1.      Shares
     be issued                                 2.      Unlisted Options
                                          
                                          
2    Number  of +securities issued or to       1.      200,000 Ordinary Fully Paid Shares
     be  issued  (if known)  or  maximum       2.      1,000,000 Unlisted Options
     number which may be issued            
     
                                          
3    Principal  terms of the +securities  
     (eg, if options, exercise price and       1.      200,000 Ordinary Fully Paid Shares
     expiry   date;   if   partly   paid       2.      Unlisted Options, Exercise price 50 cents,
     +securities, the amount outstanding               Expiry 13 January 2011
     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       1.      Yes
     allotment  with an existing  +class       2.      N/A
     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              
                                               1.      12 cents per share
                                               2.      Nil for services rendered
                                          
                                               
                                          
6    Purpose of the issue                      1.      Conversion of Listed Options expiring 1
     (If issued as consideration for the               May 2011
     acquisition   of  assets,   clearly       2.      In consideration for services rendered
     identify those assets)
     
     
     
                                          
7     Dates   of   entering  +securities       1.      28 October 2010
      into  uncertificated  holdings  or       2.      8 November 2010
      despatch of certificates
      
                                          
                                               Number                     +Class
8     Number    and   +class   of    all       94,388,741                 Fully Paid Ordinary
      +securities    quoted    on    ASX                                  Shares
      (including   the   securities   in       
      clause 2 if applicable)                  29,541,202                 Listed Options, exercise
                                                                          price 12 cents, Expiry
                                                                          Date 1 May 2011
                                          
      

                                               Number                     +Class
9     Number    and   +class   of    all       1,000,000                  Unlisted Options,
      +securities  not  quoted  on   ASX                                  exercise price 7 cents,
      (including   the   securities   in                                  Expiry Date 10 July
      clause 2 if applicable)                                             2013.

                                               1,000,000                  Unlisted Options,
                                                                          exercise price 50 cents,
                                                                          Expiry Date 13 January
                                                                          2011.

                                               1,300,000                  Unlisted Options,
                                                                          exercise price 17 cents,
                                                                          Expiry Date 27 August
                                                                          2011.

                                               2,000,000                  Unlisted Options,
                                                                          exercise price 24 cents,
                                                                          Expiry Date 27 August
                                                                          2012. Vest 27 February
                                                                          2011.

                                               2,000,000                  Unlisted Options,
                                                                          exercise price 40 cents,
                                                                          Expiry Date 27 August
                                                                          2013. Vest 27 August
                                                                          2011.
                                          
10    Dividend policy (in the case of  a  
      trust,  distribution  policy)   on
      the increased capital (interests)

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.
                                           
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)   x      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  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)


                                            
                                                      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.


Sign here:       ......................................................    Date:  2 September 2010
                (Company Secretary)

Print name:      Kevin Martin Lynn
                  == == == == ==


+ See chapter 19 for defined terms.

24/10/2005	Appendix 3B Page 7



                                                                                           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
Silver Mines Limited

ACN
107 452 942

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        Shares
     be issued                            
     
                                          
2    Number  of +securities issued or to        5,850 Ordinary Fully Paid Shares
     be  issued  (if known)  or  maximum   
     number which may be issued
     
                                          
3    Principal  terms of the +securities  
     (eg, if options, exercise price and        Ordinary Fully Paid Shares
     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        Yes
     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              
                                                12 cents per share
                                          
                                               
                                          
6    Purpose of the issue                  
     (If issued as consideration for the        Conversion of Listed Options expiring 1 May 2011
     acquisition   of  assets,   clearly   
     identify those assets)
     
                                          
7     Dates   of   entering  +securities        9 November 2010
      into  uncertificated  holdings  or       
      despatch of certificates
      
                                          
                                                Number                     +Class
8     Number    and   +class   of    all        94,394,591                 Fully Paid Ordinary
      +securities    quoted    on    ASX                                   Shares
      (including   the   securities   in                             
      clause 2 if applicable)                                              Listed Options, exercise
                                                30,355,705                 price 12 cents, Expiry
                                                                           Date 1 May 2011
      

                                                Number                     +Class
9     Number    and   +class   of    all        1,000,000                  Unlisted Options,
      +securities  not  quoted  on   ASX                                   exercise price 7 cents,
      (including   the   securities   in                                   Expiry 10 July 2013.
      clause 2 if applicable)                                        
                                                1,000,000                  Unlisted Options,
                                                                           exercise price 50 cents,
                                                                           Expiry 13 January 2011.
                                                                     
                                                                     
                                                1,300,000                  Unlisted Options,
                                                                           exercise price 17 cents,
                                                                           Expiry 27 August 2011.
                                                                     
                                                2,000,000                  Unlisted Options,
                                                                           exercise price 24 cents,
                                                                           Expiry 27 August 2012.
                                                                           Vest 27 February 2011
                                                2,000,000                  
                                                                           Unlisted Options,
                                                                           exercise price 40 cents,
                                                                           Expiry 27 August 2013.
                                                                           Vest - 27 August 2011
                                                                     
                                                                     
                                                                   
                                                                     
                                          
10    Dividend policy (in the case of  a  
      trust,  distribution  policy)   on
      the increased capital (interests)

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.
                                           
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)   x      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  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)

                                            
                                                       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.


Sign here:       ......................................................    Date:  9 November 2010
                (Company Secretary)

Print name:      Kevin Martin Lynn
                  == == == == ==
            

Contact Information

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