CADOUX LIMITED — Capital/Financing Update 2019

Jun 27, 2019

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

FYI Resources Limited

ABN

85 061 289 218

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	1. Shares 2. Unlisted options
	1. 16,293,200 2. 8,146,600
	1. Fully paid 2. Exercisable at 10 cents each expiring 31 July 2021

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	1. Yes 2. No. Shares issued on exercise of options will rank equally with existing shares on issue.
	Shares issued at a price of 5 cents each with 1 free attaching unlisted option for every 2 shares issued.
	The funds raised will be used for continued development of the Company’s HPA strategy, including operation of the pilot plant to produce product for customer qualification (test work), on-going project development at Cadoux and completion of a bankable feasibility study and general working capital.
	Yes
	27 November 2018
	8,146,600
	16,293,200

• See chapter 19 for defined terms.

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6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	-
	-
	Yes Issue date: 28 June 2019 Agreement date: 20 June 2019 Issue price: $0.05 15 day VWAP: $0.05912 VWAP source: calculated internally from data sourced from CMC Markets Stockbroking
	N/A
	Rule 7.1 – 21,325,318 Rule 7.1A – 3,354,745
	28 June 2019

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	212,772,654	Ordinary shares
	Number	+Class
	2,000,000 2,250,000 8,146,600	Options exercisable at 9.6 cents each expiring 4 April 2020 Director Incentive Options exercisable at 10.6 cents each expiring 26 November 2020 Options exercisable at 10 cents each expiring 31 July 2021

10 Dividend policy (in the case of a The Company does not have a dividend policy trust, distribution policy) on the at this time. increased capital (interests)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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?

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

• 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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: Phillip MacLeod Date: 28 June 2019 Company secretary

Print name: Phillip MacLeod

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary 185,899,454
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 550,000
issued in that 12 month period under
30,000
an exception in rule 7.2
10,000,000
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 196,479,454
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	29,471,918
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	8,146,600 options
“C”	8,146,600
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	29,471,918
Subtract“C” Note: number must be same as shown in Step 3	8,146,600
Total[“A” x 0.15] – “C”	21,325,318 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	196,479,454
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	19,647,945
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	16,293,200 shares
“E”	16,293,200

• Insert number of equity securities issued or agreed to be issued in that 12 month 16,293,200 shares

• period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” 16,293,200

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	19,647,945
Subtract“E” Note: number must be same as shown in Step 3	16,293,200
Total[“A” x 0.10] – “E”	3,354,745 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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28 June 2019

The Manager Australian Stock Exchange Limited (“ASX”) Company Announcements Office

Section 708A Notice

FYI Resources Limited (FYI or the Company) today completed the issue of 16,293,200 shares and 8,146,600 attaching unlisted options to raise $814,660 (Placement). The terms of the Placement were detailed in an announcement made to ASX on 24 June 2019.

The shares issued in the Placement are part of a class of securities quoted on the ASX Limited. The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act.

The securities are issued without disclosure to investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act. The Company, as at the date of this notice, has complied with:

• the provisions of Chapter 2M of the Corporations Act; and Section 674 and 675 of the Corporations Act.

There is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act.

Information Required Under Listing Rule 3.10.5A

The 16,293,200 Placement shares were issued pursuant to ASX listing rule 7.1A. FYI provides the following information as required under ASX listing rule 3.10.5A:

• a) The dilution to existing shareholders at the time of the Placement as a result of the issue under ASX listing rule 7.1A was 7.66%.

Details of the approximate percentage of the issued capital post the Placement of shares under ASX listing rule 7.1A held by the pre-Placement shareholders and new shareholders are:

Pre-Placement shareholders who did notparticipate in the Placement	92.34%
Pre-Placement shareholders who didparticipate	2.87%
Participants in the Placement who were notpreviouslyshareholders	4.79%

• b) FYI issued shares to sophisticated and professional investors as it was considered to be a more efficient mechanism for raising the funds for this Placement. The Placement did not expose the Company to the market volatility that it may have experienced over a more extended capital raising process such as a pro-rata issue;

• c) No underwriting arrangements were in place for the Placement; and

• d) The capital raising fees payable to the brokers to the Placement are 6% of the total funds raised.

Yours faithfully

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Phillip MacLeod Company Secretary

108 Forrest Street, COTTESLOE, WA 6011 Fax: +61 8 9463 1426 Website: www.fyiresources.com.au ACN 061 289 218