Norseman Gold Regulatory News (NGL)

Name of entity

Norseman Gold plc

ARBN

122 088 073

1

+Class of +securities issued or to be issued

(A) Convertible Loan Note - unlisted

(B) Warrants - unlisted

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

(A) 5,087,000

(B) 3,000,000

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)

(A) Subject to approval of shareholders in general meeting, each loan note is convertible to one ordinary share at a conversion price of £0.06 (6 pence) per share, up until 25 October 2013. Interest is payable quarterly at 10% per annum.

(B) Exercisable at £0.12 (12 pence) on or before 25 October 2013.

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

(A) No - rank equally if converted and ordinary shares are issued

(B) No - rank equally if exercised and ordinary shares are issued

5

Issue price or consideration

(A) £1 per note, total of £5,087,000

(B) AUD$100,000

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

(A) To provide working capital

(B) Issued pursuant to a finance facility provided in June 2011

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

(A) 26 October 2011

(B) 10 November 2011

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

219,942,222

Ordinary

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

7,100,000

1,500,000

3,000,000

5,087,000

Employee Options - Exercisable at $1.04 (64.4p) on or before 25/1/16 (vesting conditions apply)

Incentive Options - Exercisable at $0.71 on or before 5/5/2016 (vesting conditions apply)

Finance facility warrants - exercisable at £0.12 on or before 25/10/2013

Convertible Loan Notes convertible at £0.06 (6 pence) for every £1 of nominal value- convertible up until 25/10/2013 (subject to shareholder approval)

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

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?

How do +security holders dispose of their entitlements (except by sale through a broker)?

33

+Despatch date

34

Type of securities

(tick one)

(a)

ü

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

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

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)