DREADNOUGHT RESOURCES LTD — Regulatory Filings 2014

Apr 28, 2014

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

TYCHEAN RESOURCES LTD

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).

⁺Class of ⁺securities issued $\overline{1}$ or to be issued

Ordinary fully paid shares

133.334

Ordinary fully paid shares issued as a result of exercise of options at \$0.006

• $\overline{2}$ 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)

⁺ See chapter 19 for defined terms.

$\overline{4}$	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted $+$ securities?	Yes
	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	\$0.006
6	Purpose of the issue (If issued as consideration for the acquisition of assets. clearly identify those assets)	Options exercised at \$0.006
6a	Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A?	No
	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

04/03/2013

$+$ See chapter 19 for defined terms.

• $6c$ Number of ⁺securities issued without security holder approval under rule $7.1$
• Number of ⁺securities 6d issued with security holder approval under rule 7.1A
• Number of ⁺securities $6e$ issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of ⁺securities 6f issued under an exception in rule 7.2
• If ⁺securities issued under 6g 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.
• If ⁺securities were issued 6h 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

⁺ See chapter 19 for defined terms.

$\overline{7}$	+ Issue dates	28 April 2014
	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.
		Number	+ Class
8	Number and + class of all
	+ securities quoted on ASX (including the +securities in )	1,355,010,778	Fully paid ordinary shares
	section 2 if applicable)	270,111,175	Options exercisable at \$0.006 on or before 24 September 2014
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	N/A

(interests)

⁺ See chapter 19 for defined terms.

Part 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
• ⁺Class of ⁺securities to $14$ which the offer relates
• ⁺Record date to determine 15 entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• $17$ Policy for deciding entitlements in relation to fractions
• Names of countries in which 18 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
• Amount of any underwriting $21$ fee or commission
• 22 Names of any brokers to the issue

⁺ See chapter 19 for defined terms.

• 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)
• $30₁$ 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?
• $32₂$ How do security holders dispose of their entitlements (except by sale through a broker)?

⁺ See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of ⁺securities 34 (tick one)
• ⁺Securities described in Part 1 $(a)$
• All other ⁺securities $(b)$ П

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

• If the ⁺securities are ⁺equity securities, the names of the 20 largest 35 $\Box$ holders of the additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders
• If the ⁺securities are ⁺equity securities, a distribution schedule of the 36 $\Box$ 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 $\Box$

Entities that have ticked box 34(b)

• 38 Number of ⁺securities for which ⁺quotation is sought
• ⁺Class of ⁺securities for 39 which quotation is sought

⁺ See chapter 19 for defined terms.

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 and ⁺class of all 42 ⁺securities quoted on ASX (including the ⁺securities in clause 38)

Number	$+C$ lass

		+ See chapter 19 for defined terms.

Quotation agreement

• +Quotation of our additional +securities is in ASX's absolute discretion. $\mathbf 1$ ASX may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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 guoted 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.
• $\overline{4}$ 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.

Date: 29 April 2014 Company secretary)

Sign here:

Print name: JUSTIN NELSON

==

⁺ See chapter 19 for defined terms.