DREADNOUGHT RESOURCES LTD — Capital/Financing Update 2019

Dec 23, 2019

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ISSUE OF PLACMENT SHARES – S708A CLEANSING NOTICE,

ISSUE OF UNLISTED OPTIONS AND COMPLETION OF METZKE’S FIND ACQUISITION

On 23 December 2019, Dreadnought Resources Limited (“ Dreadnought ” or “ the Company ”) issued 26,984,129 fully paid ordinary shares at $0.0063 per share by way of placement (“ Issue ”). These shares were issued to Directors and management as approved at today’s General Meeting and will rank equally with all other fully paid ordinary shares on issue. The Issue was part of the Placement announced on 18 November 2019 and was subject to the Company ratifying the issue of these shares at today’s General Meeting.

In addition, we also refer to the Company’s ASX announcement dated 6 December 2019 regarding the consolidation of the Illaara Greenstone Belt. As advised, the key acquisition terms for Metzke’s Find (E29/1050) included:

• The issue of 14,500,000 shares in Dreadnought subject to shareholders approving Resolution 1 at the General Meeting to be held on 23 December 2019;

• $20,000 cash consideration upon signing (non-refundable, if Resolution 1 is not approved);

• 1% Net Smelter Royalty, if Resolution 1 is approved; and

• Dreadnought to assume any environmental liabilities

The Company confirms that Resolution 1 was passed at the General Meeting and that the acquisition of Metzke’s Find (E29/1050) is expected to be completed in January 2020.

Attached is the Appendix 3B in relation to the Issue. The Company relies on section 708A of the Corporations Act 2001 (Cth) (the Act) in relation to the Issue.

In accordance with section 708A(5)(e) of the Act the following information is provided:

1. This notice is being given within five (5) business days after the day of Issue;

2. The Issue was made without disclosure to investors under Part 6D.2 of the Act;

3. This notice is given under section 708A(5)(e) of the Act;

4. As at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and section 674 of the Act; and

5. As at the date of this notice, there is no excluded information to be provided in accordance with section 708A(6)(e) of the Act.

The Company has also issued 30,000,000 Unlisted Options to Dean Tuck (or his nominee) exercisable at $0.005 on or before 9 April 2024 as approved at today’s General Meeting and noted in the attached Appendix 3B.

Dreadnought Resources Limited Suite 5, 16 Nicholson Road, Subiaco WA 6008 Telephone: +61 (0) 428 824 343 Postal Address: PO Box 572 Floreat 6014

ASX Code : DRE info@dreadnoughtresources.com.au www.dreadnoughtresources.com.au

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On behalf of the Board,

Nick Day Company Secretary

~Ends~

For further information please contact: Dean Tuck Nick Day Managing Director Company Secretary Dreadnought Resources Limited Dreadnought Resources Limited E:dtuck@dreadnoughtresources.com.au E:info@dreadnoughtresources.com.au

This announcement is authorised for release to the market by Paul Chapman the Company’s Chairman.

Dreadnought Resources Limited Suite 5, 16 Nicholson Road Subiaco WA 6008

ASX Code : DRE info@dreadnoughtresources.com.au www.dreadnoughtresources.com.au

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

Dreadnought Resources Limited

ABN

40 119 031 864

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 (e.g. 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)	Ordinary Fully Paid Shares
	a) 26,984,129 b) 30,000,000
	a) Ordinary Fully Paid Shares b) unlisted options The Options are issued to Employees and Directors of the Group under the Company’s Incentive Option Plan (“Plan”). The principal terms of the Options are as follows: 30,000,000 Options are each exercisable into one Share at an exercise price of $0.005 on or before the expiry date of 9 April 2024 and on terms as approved by Shareholders at the General Meeting on 23 December 2019.

• 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+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 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	a) Yes b) The Options will not be quoted or rank equally with any class of quoted securities. However, Shares issued on the exercise of the Options will be quoted. From the date of issue of those Shares, the Shares will rank equally with all other ordinary shares then on issue in the Company.
	a) 0.0063 b) nil
	a) Placement to sophisticated and professional investors as announced on 18 November 2019 b) Employee Incentive Options
	Yes
	28 November 2019
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 +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. 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
	N/A
	7.1 - 229,927,115 7.1A - 173,618,077
	23 December 2019
	Number	+Class
	1,736,180,768	Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

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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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	50,000,000 109,090,909 30,000,000 10,500,000 22,500,000 10,000,000	Unquoted options ($0.01, 3 April 2024) $600,000 Convertible Notes issued with a Face Value of $1.00, conversion price of $0.0055 and maturity date of 21 June 2021. Unquoted options ($0.005, 9 April 2024) Unquoted options ($0.005, 30 June 2024) Unquoted options ($0.005, 30 June 2024) Unquoted options ($0.008, 17 September 2024)
	N/A

Part 2 - Pro rata issue

art 2 - 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	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

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 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	N/A
	N/A
	N/A
	N/A

• 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 offer documents 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?	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

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 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)

tities 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+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) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

• 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 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: ......... ./s/.Nicholas Day.............. Date: .....23/12/2019.... (Director/Company secretary)

Print name: ...Nicholas Day........................

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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 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

art 1	art 1
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 the +issue date or date of agreement to issue	577,156,607
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 - 04/02/2019 - 01/04/2019 - 26/04/2019 - 01/08/2019 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval - 27/02/2019 - 04/04/2019 - 04/04/2019 - 03/05/2019 - 28/06/2019 - 04/07/2019 - 04/07/2019 - 21/11/2019 - 28/11/2019 - 23/12/2109 • 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	65,324,977 51,666,666 8,666,666 140,166,663 13,333,334 350,000,000 23,333,334 20,000,000 51,559,604 65,029,300 100,102,327 219,761,918 23,095,243 26,984,129

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• It may be useful to set out issues of securities on different dates as separate line items
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period
“A”	1,736,180,768
Step 2: Calculate 15% of “A”
“B”	0.15_[Note: this value cannot be changed]_
Multiply“A” by 0.15	260,427,115
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	-23/12/2019 16,000,000 (agreed to be issued subject to the granting of EL 04/2560) -23/12/2019 14,500,000 (agreed to be issued as part consideration for EL 29/1050)
“C”	30,500,000
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	260,427,115
Subtract“C” Note: number must be same as shown in Step 3	30,500,000

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Total[“A” x 0.15] – “C”	229,927,115 [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

“A” 1,736,180,768 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 0.10 173,618,077

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 28/11/2019

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.

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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	173,618,077
Subtract“E” Note: number must be same as shown in Step 3	nil
Total[“A” x 0.10] – “E”	173,618,077 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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