Silver Mines
LSE : SVLP

April 15, 2011 02:00 ET

Issue of Equity on conversion of options

                                                                       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    Ordinary Fully paid shares
      be issued                                     
      
                                            
 2    Number  of +securities issued or to    935,750
      be  issued  (if known)  or  maximum    
      number which may be issued             
                                                    
                                            
 3    Principal  terms of the +securities   
      (eg, if options, exercise price and    N/A
      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              
                                             935,750 - 12 cents per share on conversion  of  1
                                             May 2011 Options
                                            
                                                
                                            
 6    Purpose of the issue                  
      (If issued as consideration for the    Conversion of Options
      acquisition   of  assets,   clearly
      identify those assets)
      
                                           
 7      Dates   of  entering  +securities    14 April 2011
        into  uncertificated holdings  or    
        despatch of certificates
        
                                            
                                             Number                    +Class
 8      Number   and   +class   of    all    114,638,698               Fully Paid Ordinary
        +securities   quoted    on    ASX                              Shares
        (including   the  securities   in                              
        clause 2 if applicable)                                        Listed Options, exercise
                                             21,411,598                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 17 cents,
        (including   the  securities   in                              Expiry 27 August 2011.
        clause 2 if applicable)                                        
                                             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
                                                                      
                                             5,000,000                 Unlisted Options,
                                                                       exercise price  35
                                                                       cents, Expiry Date 1 May
                                                                       2012
                                             8,500,000                  
                                                                       Unlisted Employee
                                                                       Options, exercise price
                                                                       50 cents, Expiry Date 23
                                                                       December  2015
                                             3,000,000                  
                                                                       Performance Rights
                                                                      
                                                                      
                                            
 10     Dividend policy (in the case of a    Unchanged
        trust,  distribution  policy)  on
        the increased capital (interests)





Part 2 -  Bonus issue or pro rata issue

 11     Is    security   holder   approval    N/A
        required?
        
                                             
 12     Is  the issue renounceable or non-    N/A
        renounceable?
                                             
 13     Ratio  in  which  the  +securities    N/A
        will be offered
                                             
 14     +Class of +securities to which the    N/A
        offer relates
                                             
 15     +Record    date    to    determine    N/A
        entitlements
                                             
 16     Will    holdings   on    different    N/A
        registers  (or  subregisters)   be
        aggregated     for     calculating
        entitlements?
                                             
 17     Policy  for  deciding entitlements    N/A
        in relation to fractions
                                                     
 18     Names  of  countries in which  the    N/A
        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    N/A
        acceptances or renunciations
                                             
 20     Names of any underwriters             N/A
                                             
 21     Amount of any underwriting fee  or    N/A
        commission
                                             
 22     Names of any brokers to the issue     N/A
                                             
 23     Fee  or commission payable to  the    N/A
        broker to the issue
                                             
 24     Amount of any handling fee payable    N/A
        to  brokers  who lodge acceptances
        or   renunciations  on  behalf  of
        +security holders
                                             
 25     If  the  issue  is  contingent  on    N/A
        +security  holders' approval,  the
        date of the meeting
                                             
 26     Date  entitlement  and  acceptance    N/A
        form  and  prospectus  or  Product
        Disclosure Statement will be  sent
        to persons entitled
                                             
 27     If  the entity has issued options,    N/A
        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    N/A
        applicable)
                                             
 29     Date  rights trading will end  (if    N/A
        applicable)
                                             
 30     How   do  +security  holders  sell    N/A
        their entitlements in full through
        a broker?
                                             
 31     How do +security holders sell part    N/A
        of  their  entitlements through  a
        broker and accept for the balance?
                                             

 32     How  do  +security holders dispose    N/A
        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)    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       N/A
        +quotation is sought
        
                                             
39      Class   of  +securities  for  which       
        quotation is sought                       N/A
        
                                             
40      Do  the +securities rank equally in       N/A
        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                                       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
42      Number    and   +class    of    all       N/A                        N/A
        +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:  15 April 2011
                    (Director/Company Secretary)

Print name:         Kevin Martin Lynn

+ See chapter 19 for defined terms.                                          

Contact Information

  • Silver Mines