DATELINE RESOURCES LIMITED — Capital/Financing Update 2017

Jul 20, 2017

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21 July 2017

Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Notice under Section 708AA(2)(f) of the Corporations Act 2001 (Cth)

Dateline Resources Limited (DTR) ("Dateline" or the "Company") today announced a nonrenounceable rights issue to 'Eligible Shareholders' on the basis of 1 fully paid ordinary share ( New Share ) for every 2 fully paid ordinary shares held at the record date of 26 July 2017 ( Record Date ), to issue up to 200,247,902 ordinary shares at an issue price of $0.02 per New Share to raise a maximum of approximately $4,000,000 (before costs) ( Rights Issue ).

' Eligible Shareholders ' are those shareholders who are, as at 7.00pm AEST time on the Record Date, registered with a registered address in Australia or New Zealand.

The Rights Issue is not underwritten. Any New Shares offered under the Rights Issue that are not applied for by Eligible Shareholders by the Closing Date under their entitlement will form part of the shortfall ( Shortfall ). The Directors reserve the right, subject to the Corporations Act 2001 (Cth) and the Listing Rules, to allocate any Shortfall (other than to Directors and related parties of the Company) to Eligible Shareholders that apply for New Shares additional to their Entitlement or otherwise, to place any further Shortfall at their discretion within 3 months after the Closing Date (at a price not less than the Issue Price of $0.02 per New Share).

Further details of the Rights Issue will be included in an offer document which is expected to be lodged with the ASX and despatched to shareholders on Monday, 31 July 2017.

In accordance with section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( the Act ), the Company hereby gives notice that:

• (a) The New Shares will be offered for issue without disclosure to investors under Part 6D.2 of the Act;

• (b) This notice is given by the Company under section 708AA(2)(f) of the Act;

• (c) As at the date of this notice, the Company has complied with:

  • (i) the provisions of Chapter 2M of the Act as they apply to the Company; and

Dateline Resources Limited (ACN 152 582 217) Level 4, 20 Loftus Street, Sydney, NSW 2000

www.datelineresources.com.au info@datelineresources.com.au

• (ii) section 674 of the Act;

• (d) As at the date of this notice, there is no information:

  • (i) that has been excluded from a continuous disclosure notice in accordance with the Listing Rules of ASX; and

  • (ii) that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

    • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

    • (B) the rights and liabilities attaching to the New Shares.

• (e) The potential effect the issue of New Shares under the Rights Issue will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including the level of acceptances by Eligible Shareholders and the level of any new investor demand in the event there is a Shortfall.

The following persons will be shareholders holding more than 5% of the Company's issued share capital:

Name	Number of Shares Held (before theRights Issue)	% of issued capital (beforeRights Issue)
Southern Cross Exploration NL	160,010,001	39.95%
Mark Johnson (Non-ExecutiveDirector) (direct holding)	47,450,930	11.85%
Spinite PL	39,876,665	9.96%
Project Global Inv PL	25,000,000	6.24%

So far as the Company is aware and based on substantial holding notices that have been lodged prior to the date of this document, other than Southern Cross Exploration NL there are no Shareholders with voting power of 20% or more in the Company.

The potential effect of the issue of New Shares under the Rights Issue on the control of the Company is as follows:

• (i) If all New Shares under the Rights Issue were issued, then the Offer will have no significant effect on the control of the Company. Southern Cross Exploration NL will hold 240,015,002 Shares, being 39.95% of the total issued capital.

• (ii) If some Eligible Shareholders do not take up all of their Entitlements under the Rights Issue, then the interests of those Eligible Shareholders will be diluted.

Dateline Resources Limited (ACN 152 582 217) Level 4, 20 Loftus Street, Sydney, NSW 2000

www.datelineresources.com.au info@datelineresources.com.au

• (iii) The proportional interests of Shareholders with registered addresses outside of Australia and New Zealand (if any), will be diluted because such ineligible foreign shareholders are not entitled to participate in the Rights Issue.

• (iv) If Southern Cross Exploration NL and Mark Johnson take up their full Entitlements under the Rights Issue, but no other Eligible Shareholders participate in the Rights Issue and the Directors do not issue any of the Shortfall within 3 months of the Closing Date, the voting power of Southern Cross Exploration NL and Mark Johnson will increase as shown below:

			Number of Shares held
			after taking up full
			entitlement under
			Rights Issue (with no
			other Eligible
Name	Number of Shares Held(before the Rights Issue)	% of issued capital(before RightsIssue)	Shareholders taking upany entitlement and noissue of shortfallsecurities)	% of issuedcapital (afterRights Issue)
Southern CrossExploration NL	160,010,001	39.95%	240,015,002	47.60%
Mark Johnson (Non-
Executive Director)	47,450,930	11.85%	71,176,395	14.12%
(direct holding)

• (v) The Company does not expect the Rights Issue to give rise to any new effect on the control of the Company. The Directors will not offer any Shortfall to Eligible Shareholders or new investors that would result in those persons having voting power of 20% or more in the Company.

The table below sets out the impact of the Rights Issue (assuming fully subscribed) on the capital structure of the Company:

Shares	Number
Existing Shares as at 21 July 2017	400,495,804
Maximum number of New Shares issued pursuant to theOffer	200,247,902
Total issued Shares following completion of the Offer(assuming Offer is fully subscribed)	600,743,706

Signed for and on behalf of Dateline Resources Limited

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John Smith Company Secretary

Dateline Resources Limited (ACN 152 582 217) Level 4, 20 Loftus Street, Sydney, NSW 2000

www.datelineresources.com.au info@datelineresources.com.au