DATELINE RESOURCES LIMITED — Capital/Financing Update 2018

Apr 15, 2018

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, 04/03/13

Name of entity

Dateline Resources Limited

ABN

63 149 105 653

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 Fully paid ordinary shares issued

• 2 Number of[+] securities issued or to Up to 71,849,581 ordinary shares to be issued be issued (if known) or maximum pursuant to a non-renounceable rights issue number which may be issued announced on 16 April 2018

3 Principal terms of the[+] securities Fully paid ordinary shares ranking equally (e.g. if options, exercise price and with all other fully paid ordinary shares on expiry date; if partly paid issue +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in Yes all respects from the[+] issue date 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 $0.03 per share 6 Purpose of the issue The Company intends to use the funds for (If issued as consideration for the general working capital purposes, the acquisition of assets, clearly continued development of the Colorado Gold

• identify those assets) Links Project and for additional drilling and the installation of a second egress at the Lucky Strike Mine

• 6a Is the entity an[+] eligible entity that No 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 Not Applicable resolution under rule 7.1A was passed

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

6c Number of[+] securities issued Not Applicable without security holder approval under rule 7.1 6d Number of[+] securities issued with Not Applicable security holder approval under rule 7.1A 6e Number of[+] securities issued with Not Applicable security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued Up to 71,849,581 ordinary shares under an exception in rule 7.2 6g If[+] securities issued under rule 7.1A, Not Applicable 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 Not Applicable 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 DTR's remaining capacity is as follows: capacity under rule 7.1 and rule 11,351,809 under listing rule 7.1 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 11 May 2018 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.

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the+securities wil 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?	Number	Number	+Class
	Up to 790,345,391 which includes the shares to be issued under the nonrenounceable rights issue announced on 16 April 2018		Ordinary
	Number	+Class
	35,000,000 6,000,000	Options expiring 31 October 2019 Options expiring 27 September 2018
	The new shares will participate in any dividend on an equal basis with existing shares from the date of issue
	No
	Non-renounceable
	l 1 new share for every 10 shares held
	Ordinary
	7.00pm (AEST) on Thursday, 19 April 2018
	No

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

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 offer 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 offer documents will be sent to persons entitled	Fractional entitlement will be rounded up to the nearest whole number
	All countries other than Australia and New Zealand
	5.00pm (AEST) on Friday, 4 May 2018
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Tuesday, 24 April 2018

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

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? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Tuesday, 17 April 2018
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	11 May 2018

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

40 Do the[+] securities rank equally in all respects from the[+] issue date 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)

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.

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

• 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 is not available now, we 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: Date: 16 April 2018 (Company Secretary)

Print name: John Smith.

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

==> picture [404 x 400] intentionally omitted <==

----- Start of picture text -----

400,495,804
Insert number of fully paid [+] ordinary
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 109,241,756 issued on 16 August 2017
• Number of fully paid [+] ordinary 90,758,250 issued on 3 October 2017
securities issued in that 12 month
period under an exception in rule 7.2 30,000,000 issued on 4 October 2017
• Number of fully paid [+] ordinary 71,849,581 (the subject of this Appendix
securities issued in that 12 month 3B)
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
Nil
Subtract the number of fully paid
+ ordinary securities cancelled during that
12 month period
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

“A” 702,345,391

• See chapter 19 for defined terms.

Appendix 3B Page

• Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed]

• Multiply “A” by 0.15 105,351,809 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued 6,000,000 (14/12/17) or agreed to be issued in that 12 month period not counting those issued: 60,000,000 (28/2/18) • Under an exception in rule 7.2 28,000,000 (12/3/18) • 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” 94,000,000

04/03/2013

11

Appendix 3B New issue announcement

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 105,351,809 “A” x 0.15 Note: number must be same as shown in Step 2 94,000,000 Subtract “C” Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 11,351,809 [Note: this is the remaining placement capacity under rule 7.1]

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	Nil
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

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

• Insert number of[+] equity securities issued Nil 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” Nil

• See chapter 19 for defined terms.

Appendix 3B Page

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

Nil “A” x 0.10 Note: number must be same as shown in Step 2 Nil Subtract “E” Note: number must be same as shown in Step 3

04/03/2013

13

Appendix 3B New issue announcement

Total [“A” x 0.10] – “E” Nil Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

04/03/2013