DATELINE RESOURCES LIMITED — Capital/Financing Update 2018

Nov 29, 2018

==> picture [51 x 51] intentionally omitted <==

30 November 2018

Market Announcements Platform 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 (ASX: DTR) ( Company ) today announced that it is undertaking a 10-for1 renounceable rights issue of up to 7,244,958,100 new fully paid ordinary Shares in the Company (each, a New Share ) at $0.002 per New Share to raise up to approximately $14.5 million (before costs) ( Rights Issue ).

Under the Rights Issue, New Shares will be offered to all Shareholders who are, as at 7pm (Sydney time) on Wednesday, 5 December 2018, registered with a registered address in Australia, New Zealand or (but only to the extent that they qualify as an "institutional investor" under the Securities and Futures Act), Singapore.

Approximately $7.2 million of the approximately $14.5 million that the Company is seeking to raise under the Rights Issue is underwritten by 2 of the Company's largest Shareholders (via the "debt-forequity" swap arrangements referred to in the Offer Booklet[1] ) and by the Company's Directors and Chief Executive Officer.

In accordance with section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations 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 Corporations Act;

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

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

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

• (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 ASX Listing Rules; 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 that 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 (as defined in the Offer Booklet) and the level of any new investor demand in the event there is a Shortfall.

1 Further detail in relation to these underwriting arrangements is set out in the offer booklet in relation to the Rights Issue ( Offer Booklet ) which was given to ASX, today, 30 November 2018.

Dateline Resources Limited (ACN 149 105 653) Level 29, 2 Chifley Square, Sydney, NSW 2000

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

==> picture [51 x 51] intentionally omitted <==

However, given the discounted Issue Price, the small number of large Shareholders, the fact that the Rights Issue is partially underwritten and because Eligible Shareholders are able to apply for additional New Shares, the Company does not expect that the Rights Issue will have an adverse effect on the control of the Company.

The table below sets out each of the Company's substantial Shareholders' (i.e. those Shareholders who hold at least 5% of the Shares) relevant interests in Shares and also their expected relevant interest in Shares following completion of the Rights Issue (assuming that there is no Shortfall (i.e. all Eligible Shareholders apply for their full Entitlement under the Rights Issue)):

Name of holder	Shares held	Percentage of	New Shares	Shares held after	Percentage
	before R/I	Shares		Rights Issue	of Shares
Southern Cross Exploration N.L.	240,015,002	33.13%	2,400,150,020	2,640,165,022	33.13%
Mark Johnson (Director)	71,559,521	9.88%	715,595,210	787,154,731	9.88%
Red Star
developments	60,944,569	8.41%	609,445,690	670,390,259	8.41%
Pte Ltd
Mr K.D.Vinci	60,000,000	8.28%	600,000,000	660,000,000	8.28%
All other existing Shareholders	291,976,718	40.30%	2,919,767,180	3,211,743,898	40.30%

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

• If an Eligible Shareholder does not take up all of their Entitlement, then the interest of that Eligible Shareholder will be diluted.

• The proportionate interests of Ineligible Shareholders will be diluted because such Shareholders are not entitled to participate.

• If no Eligible Shareholders (other than SXX, Mark Johnson, Greg Hall and Stephen Baghdadi (each of whom will participate to the extent shown below)) participate and therefore Mr Johnson, Mr Dovaston, Mr Baghdadi and Mr Hall are required to subscribe for their total commitment[2] , then the expected relevant interests of the Company's substantial holders and Directors on completion of the Rights Issue is expected to be as follows:

2 The Company intends to allocate any Shortfall as follows: (i) firstly, pro rata to Eligible Shareholders who apply for Additional New Shares, (ii) secondly, to any third-party sophisticated or professional investors who approach the Company and apply for New Shares and (iii) thirdly (and pro rata to the size of their underwriting commitment), to Mr Johnson, Mr Dovaston, Mr Baghdadi and Mr Hall.

Dateline Resources Limited (ACN 149 105 653) Level 29, 2 Chifley Square, Sydney, NSW 2000

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

==> picture [51 x 51] intentionally omitted <==

Name of holder	Shares held	Percentage of	New Shares	Shares held after	Percentage
	before R/I	Shares		Rights Issue	of Shares
Southern Cross Exploration N.L.	240,015,002	33.13%	2,400,150,020	2,640,165,022	60.74%
Mark Johnson (Director)	71,559,521	9.88%	965,595,210	1,037,154,731	23.86%
Red Star
Developments	60,944,569	8.41%	0	60,944,569	1.40%
Pte Ltd
Mr K.D.Vinci	60,000,000	8.28%	0	60,000,000	1.38%
Greg Hall (Director)	9,999,887	1.38%	50,000,000	59,999,887	1.38%
Stephen
Baghdadi	618,806	0.09%	81,188,060	81,806,866	1.88%
(Director)
Other existing Shareholders	281,358,025	38.84%	0	281,358,025	6.47%
Glenn Dovaston	0	0.00%	125,000,000	125,000,000	2.88%

• If Eligible Shareholders (other than SXX, Mark Johnson, Greg Hall and Stephen Baghdadi (each of whom will participate in the Rights Issue to the extent shown below) and Red Star Developments Pte Ltd and Mr K. D. Vinci (both of whom are assumed not to be applying for any New Shares under the Rights Issue)) subscribe for half (i.e. 50%) of their Entitlement and therefore Mr Johnson, Mr Dovaston, Mr Baghdadi and Mr Hall are required to subscribe for their total underwriting commitment, then the expected relevant interests of the Company's substantial holders and Directors on completion of the Rights Issue is expected to be as follows:

Name of holder	Shares held	Percentage of	New Shares	Shares held	Percentage of
	before R/I	Shares		after R/I	Shares
Southern Cross Exploration N.L.	240,015,002	33.13%	2,400,150,020	2,640,165,022	45.89%
Mark Johnson (Director)	71,559,521	9.88%	965,595,210	1,037,154,731	18.03%
Red Star
Developments	60,944,569	8.41%	0	60,944,569	1.06%
Pte Ltd3
Mr K.D.Vinci	60,000,000	8.28%	0	60,000,000	1.04%
Greg Hall (Director)	9,999,887	1.38%	50,000,000	59,999,887	1.04%
Stephen
Baghdadi	618,806	0.09%	81,188,060	81,806,866	1.42%
(Director)

3 It is not known whether Red Star Developments Pte Ltd or Mr Vinci will apply for their Entitlement (noting that the second and third scenarios referred to above assume that they will not apply for their Entitlement). However, should either Red Star Developments Pte Ltd or Mr Vinci apply for all (or part) of their Entitlement, the above referred issuances and percentages will change accordingly.

Dateline Resources Limited (ACN 149 105 653) Level 29, 2 Chifley Square, Sydney, NSW 2000

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

==> picture [51 x 51] intentionally omitted <==

Other existing Shareholders	281,358,025	38.84%	1,406,790,125	1,688,148,150	29.35%
Glenn Dovaston	0	0.00%	125,000,000	125,000,000	2.17%

The Directors will not offer any Shortfall to Eligible Shareholders or new investors if doing so would result in any of 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 Friday, 30 November 2018	724,495,810
Maximum number of New Shares that could be issued under the Rights Issue	7,244,958,100
Maximum number of Shares that could be on issue following completion of the Rights Issue	7,969,453,910

Signed for and on behalf of

Dateline Resources Limited

==> picture [100 x 47] intentionally omitted <==

John Smith Company Secretary

Dateline Resources Limited (ACN 149 105 653) Level 29, 2 Chifley Square, Sydney, NSW 2000

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