Additional Listing

RNS Number:7746K
Ballarat Goldfields N.L.
20 October 2006

BALLARAT GOLDFIELDS NL
ASX and Media release: 20 October 2006


                   Appendix 3B - Placement of Ordinary Shares



Ballarat Goldfields NL (BGF) and Lihir Gold Ltd announced on 17 October 2006 a
proposed merger of the two companies by scheme of arrangement. As part of the
merger proposal Lihir Gold Ltd agreed to undertake a placement of 149,000,000
fully paid ordinary shares at an issue price of A$0.28 cents per share, raising
A$41.72 million. The shares were placed with Lihir Australian Holdings Pty
Limited (a wholly owned subsidiary of Lihir Gold Ltd) today and the funds raised
by the placement will be applied to the Ballarat East gold project.


The Company is issuing ordinary shares without disclosure to Lihir Australian
Holdings Pty Limited under the fundraising provisions of Part 6D.2 of the
Corporations Act, and this notice is given pursuant to section 708A (5) (e) of
the Corporations Act. As at the date of this notice, the Company has complied
with its financial reporting and auditing obligations under Chapter 2M of the
Corporations Act and its continuous disclosure obligations under section 674 of
the Corporations Act. In particular, there is no information which the Company
has withheld from Listing Rule 3.1 disclosure under the confidentiality
carve-out from disclosure.


Attached is the fully completed Appendix 3B.


For further information, please visit our website www.ballarat-goldfields.com.au
or contact Joel Forwood, Manager Corporate and Markets, on 03 5327 1111.


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.



Name of entity
BALLARAT GOLDFIELDS NL

ABN
50 006 245 441


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      Fully Paid Ordinary
                                                       Shares
                                                       ------------------------
                                                        ------------------------
 2   Number of +securities issued or to be issued (if              149,000,000
     known) or maximum number which may be issued       ------------------------
                                                        ------------------------
 3   Principal terms of the +securities (eg, if        Fully Paid Ordinary
     options, exercise price and expiry date; if       Shares
     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     Yes
         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

                                                      ------------------------
 5   Issue price or consideration      28 cents
                                       ------------------------
                                                              ------------------------
     Purpose of the issue              The funds raised by the placement will be
                                       applied to Ballarat East gold project.
 6   (If issued as consideration for
     the acquisition of assets,                               ------------------------
     clearly identify those assets)
                                       ------------------------
   7   Dates of entering +securities   20 October 2006
       into uncertificated holdings or ------------------------
       despatch of certificates
                                       -------------          -------------
                                       Number                 +Class
                                       -------------          -------------
   8   Number and +class of all               1,347,653,935   Ordinary Shares
       +securities quoted on ASX                ------------- -------------
       (including the securities in
       clause 2 if applicable)



                                  Number       +Class
                                  ---------    -----------------
  9   Number and +class of all     8,000,000   Directors Options Exercisable one
      +securities not quoted on                third each at an exercise price
      ASX (including the                       of 12 cents; 13 cents and 15
      securities in clause 2 if                cents respectively. Expiry Date
      applicable)                              30 September 2007
                                   1,500,000   Employee Options Exercisable At
                                               25.00 Cents Per Option Expiry
                                               Date 30 September 2008
                                   1,500,000   Employee Options Exercisable At
                                               17.25 Cents Per Option Expiry
                                               Date 30 September 2007
                                   3,750,000   RFC & Numis Options Exercisable
                                               At 15.0 Cents Per Option, Expiry
                                               Date: 2 December 2007.
                                   2,300,000   Employee Options Exercisable at
                                     --------- 20.5 cents per option, Expiry
                                               date: 30/09/2011
                                               -----------------
                                               ------------------------
 10   Dividend policy (in the     N/A
      case of a trust,            ------------------------
      distribution policy) on the
      increased capital
      (interests)


Part 2 - Bonus issue or pro rata issue - (not applicable)

 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.


* We warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the +securities to be quoted, it has been
provided 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.


 

(Managing Director) Date: 20 October 2006

Print name: RICHARD LAUFMANN


                                 == == == == ==



                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
LISGGMZGVGMGVZG