CARNABY RESOURCES LIMITED — Capital/Financing Update 2017

May 29, 2017

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ASX Limited Companies Announcement Office Electronic Lodgement System

Dear Sirs

Section 708A Notice – Share Issues

Berkut Minerals Limited (Company) hereby provides notice to the ASX for the purpose of section 708A(5)(e) of the Corporations Act 2001 (Cth) that it has issued 9,700,000 fully paid ordinary shares in the Company (Shares) without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth).

The Company states that as at the date of this notice it:

• has complied with the provisions of Chapter 2M of the Corporations Act 2001 (Cth) as they apply to the Company;

• has complied with section 674 of the Corporations Act 2001 (Cth); and

• is not aware of any excluded information within the meaning of sections 708A(7) and 708A(8) of the Corporations Act (Cth).

An Appendix 3B relating to these issues and the issue of 7,000,000 unlisted options is attached to this announcement.

ASX Announcement 30 May 2017

Fast Facts Shares on Issue: 47.3M Market Cap: $10M Cash in Bank: ~$4.5M

Board and Management Neil Inwood, Managing Director Michael Bohm, Non Exec Chairman Paul Payne, Non-Exec Director Justin Tremain, Non-Exec Director

Ben Cairns, Chief Executive Officer Aaron Bertolatti, Company Secretary

• Company Highlights

• Acquisition of 100% of European cobalt projects in Norway and Sweden approved

• Earning 70% of the Cairn Hill project 40km WNW of Paraburdoo.

• 100% owned Mt Clement Project (under application) prospective for gold and base metals 35km SW of Paulsens Gold Mine

• 100% owned Capricorn Li Project (under application)

Yours faithfully

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Aaron Bertolatti Company Secretary

www.berkutminerals.com

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

Berkut Minerals Limited

ABN 62 610 855 064

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)	a) Fully Paid Ordinary Shares b) Fully Paid Ordinary Shares c) Unlisted Options d) Fully Paid Ordinary Shares e) Unlisted Options
	a) 2,750,000 b) 5,100,000 c) 5,000,000 d) 1,850,000 e) 2,000,000
	a) Same terms as ordinary securities b) Same terms as ordinary securities c) Unlisted options are exercisable at $0.25 each on or before 30 June 2018. d) Same terms as ordinary securities e) i) 1,000,000 unlisted options are exercisable at $0.25 each on or before 31 December 2019 ii) 1,000,000 unlisted options are exercisable at $0.30 at any time on and from 18 April 2018 until 31 December 2019 (expiry date).

• See chapter 19 for defined terms.

Appendix 3B Page 1

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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	a) Yes, but note they are subject to a trading restriction. b) Yes c) The options issued will not participate in dividends until shares are issued upon exercise of the options. d) Yes e) The options issued will not participate in dividends until shares are issued upon exercise of the options
	a) Nil, initial consideration for the acquisition of Kobald Mineral Holdings Pty Ltd as outlined in the ASX announcement dated 30 March 2017. b) $0.20 per share c) Unlisted options were granted for nil consideration pursuant to shareholder approval. d) Shares were issued for nil consideration pursuant to shareholder approval. e) Unlisted options were granted for nil consideration pursuant to shareholder approval.
	a) Initial consideration for the acquisition of Kobald Mineral Holdings Pty Ltd as outlined in the ASX announcement dated 30 March 2017. b) To provide additional funding in order to progress the Company’s existing projects. c) As consideration for services provided by a corporate advisor in connection with the Equity Raising as announced on 9 February 2017. d) As consideration for introduction and facilitation services related to the Kobald Mineral Holdings Pty Ltd transaction. e) Unlisted options were granted as part of the Managing Director’s incentive based remuneration package.
	No

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable)	N/A	N/A
	N/A
	N/A
	a) 2,750,000 b) 5,100,000 c) 5,000,000 d) 1,850,000 e) 2,000,000 * All securities were approved by shareholders at the Company’s General Meeting held on 22 May 2017.
	N/A
	N/A
	N/A
	7.1 – 7,090,000 7.1A - NA
	a) 29 May 2017 b) to e) 31 May 2017
	Number	+Class
	31,100,001	Ordinary Fully Paid Shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	2,750,000 11,179,165 2,237,500 4,000,000 500,000 1,000,000 5,000,000	Ordinary Fully Paid Shares restricted to 29 August 2018 Ordinary Fully Paid Shares restricted to 23 August 2018 Ordinary Fully Paid Shares restricted to 23 August 2017 Unlisted Options ($0.25, 31 Dec 2019) Unlisted Options ($0.20, 31 Dec 2019) Unlisted Options ($0.30, 31 Dec 2019) Unlisted Options ($0.25, 30 Jun 2018)

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

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11 Is security holder approval N/A
required?
12 Is the issue renounceable or non- N/A
renounceable?
13 Ratio in which the [+] securities will N/A
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 registers N/A
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in N/A
relation to fractions
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 +Issue 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) √ 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:

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Date: 30 May 2017

(Company secretary)

Print name:

Aaron Bertolatti

• 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

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	15,166,666
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • 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	17,500,000 – 24 August 2016 4,900,000 – 17 February 2017 2,750,000 – 29 May 2017 6,950,000 – 31 May 2017
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	-
“A”	47,266,666

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	7,090,000
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
“C”	-
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	7,090,000
Subtract“C” Note: number must be same as shown in Step 3	-
Total[“A” x 0.15] – “C”	7,090,000

• 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

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” Not Applicable
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number 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
“E”
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
Subtract“E” Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

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