DREADNOUGHT RESOURCES LTD — Capital/Financing Update 2015

Feb 26, 2015

Tychean Resources Limited ACN 119 031 864

For all enquiries:

Phone: (within Australia) 08 7324 3195 (outside Australia) 61 8 7324 3195 Web:

www.investorcentre.com/contact

Make your payment:

Share Purchase Plan Application Form

3% Your payment must be received by 5:00pm (Adelaide time) 18 March 2015

This is an important document that requires your immediate attention.

It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

By making payment you agree to be bound by the Constitution of Tychean Resources Ltd and that the submission of this payment constitutes an irrevocable offer by you to subscribe for Tychean Resources Ltd shares on the terms of the Share Purchase Plan (SPP).

In addition, by making payment you certify that the aggregate of the application price paid by you for:

• the Shares the subject of the payment slip overleaf; and
• any other shares and interests in the class applied for by you under the SPP or any similar arrangement in the 12 months prior to the date of submission of the payment, does not exceed \$15,000.

Tychean Resources Ltd may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application.

Any determinations by Tychean Resources Ltd will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. Tychean Resources Ltd reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all Eligible Shareholders even where Tychean Resources Ltd does not notify you of that event.

Step 1: Registration Name & Offer Details

Details of the shareholding and the Offer are shown overleaf.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

Note that shares may be purchased subject to purchase of the minimum value and not exceeding the maximum value. Your payment must correspond to one of the options detailed overleaf. You may choose one option only. Note that the amount chosen may be subject to scale back in accordance with the terms of the SPP.

Choose one of the payment methods shown below.

Brar®: See overleaf. Do not return the payment slip with Brar payment.

By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to "Tychean Resources Ltd Share
Purchase Plan" and cross "Not Negotiable". The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Tychean Resources Ltd Share Purchase Plan Application Form

Turn over for details of the Offer $\rightarrow$

27 February 2015

Dear Fellow Shareholders

I invite you to participate in the Company's share purchase plan (SPP), announced on 19 February 2015, which gives you the opportunity to acquire further shares up to the value of \$15,000.

As you are no doubt aware from our numerous recent announcements, we have returned multiple high grade gold results from our Redback Gold Prospect at Spargoville in the Eastern Goldfields of Western Australia, which is an exciting development and our highest priority prospect.

I recommend your participation in the SPP at \$0.002 per share which is the same price at which shares were issued under the share placement announced to the Australian Securities Exchange on 21 January 2015 (Placement). Together with funds raised in the Placement the funds raised pursuant to this SPP will enable Tychean to continue exploration work on its exciting Redback Gold Prospect and provide additional working capital.

Further information is included in our recent investor presentation which can be accessed via our web site through the following link http://tycheanresources.com/investors/presentations/2015/tyk_pr20150209.pdf

I urge you to read the enclosed Offer Booklet in order to obtain a complete understanding of the offering being made.

As an eligible holder of shares you may participate in the offer by completing the personalised Application Form accompanying the Offer Booklet.

The closing date of applications for shares is 5:00 pm (Adelaide time) 18 March 2015.

I look forward to continuing this exciting journey of discovery in the Eastern Goldfields of Western Australia with your support.

Yours faithfully,

Robert Kennedy

Chairman

TYCHEAN RESOURCES LIMITED ACN 119 031 864

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SHARE PURCHASE PLAN - OFFER DOCUMENT

Share Purchase Plan (SPP)	The SPP provides eligible holders of shares in Tychean Resources Limited (Company) with the opportunity to acquire up to 7,500,000 additional shares in the Company (Shares). The total number of Shares to be issued under the SPP will be capped at 150,000,000 Shares, being the number of Shares required to raise up to a maximum of \$300,000. Applications will be accepted on a first come, first accepted basis, as the Company's directors decide. Accordingly, you may not receive the full amount or any of the shares for which you have applied. If this is the case, the excess subscription monies will be refunded to you without interest as soon as reasonably practicable. Each offer is made on the same terms and conditions.
Eligibility	Registered holders of fully paid Shares at 6:30 pm (Adelaide time) on 18 February 2015 that have a registered address in either Australia or New Zealand are eligible to participate in the SPP (Eligible Shareholders).
Issue Price	The price per Share issued under the SPP will be \$0.002 cents each. This price is the same price at which Shares were issued under the share placement announced to the Australian Securities Exchange (ASX) on 21 January 2015 (Placement) and is a 15.1% discount to the Company's five day volume weighted average price and a 11.7% discount to the Company's 30 day volume weighted average price for the period ending at the close of trade on 18 February 2015 (being the last day of trading prior to the announcement of the SPP).
Amount to invest	You may apply for a minimum of 500,000 shares at a total application price of \$1,000 up to a maximum of 7,500,000 shares at a total application price of \$15,000 or any other parcel of shares as set out below:
			Amount	No. of shares
		\$	1,000	500,000
		\$	2,500	1,250,000
		\$	5,000	2,500,000
		\$	7,500	3,750,000
		\$	10,000	5,000,000
		\$	15,000	7,500,000
Indicative timetable*			Record Date - 18 February 2015
*Subject to the Corporations Act 2001 and the Listing Rules of Australian Securities Exchange, these dates may be varied by the directors without prior notice. In particular, the directors reserve the right to either close the offer early or extend the closing date of the offer without prior notice to you.	Despatch Date of Documentation - 27 February 2015 Opening Date for receipt of Applications - 27 February 2015 Closing Date for receipt of Applications - 18 March 2015 Date of Issue of Shares - 25 March 2015 Anticipated Date of Quotation of Shares - 27 March 2015

How to apply	If you wish to participate in the SPP you must complete the enclosed Application Form in accordance with the instructions on that Form and return it together with a cheque made payable to "Tychean Resources Limited Share Purchase Plan" before the Closing Date. Alternatively, you can participate in the SPP using BPAY (refer to the reverse of the enclosed Application Form for further details).
Rights attached to Shares	New Shares will rank equally with existing Shares on issue at the date of allotment.
Transferring rights	The offer is non-renounceable meaning rights to take up Shares cannot be transferred.
What to do if you receive more than one Application Form.	If you receive more than one Application Form or if you hold Shares in more than one capacity, for example if you are both a sole and joint holder of Shares, you may apply on different application forms for Shares, however, the maximum number of Shares you may apply for under the SPP is 7,500,000.
Other terms, conditions and important notices	Other terms, conditions and important notices relating to the SPP appear below and on the following page and should be read in full before applying for Shares.

OTHER IMPORTANT TERMS, CONDITIONS AND NOTICES

• $\mathbf{1}$ . You should be aware that the market price of Shares may rise or fall before the Shares are issued to you under the SPP; therefore, the issue price of Shares under the SPP may exceed or be less than the market price of Shares at the time of issue to shareholders.
• $2.$ Shareholders will be bound by the constitution of the Company and these terms and conditions by accepting the offer to acquire Shares under the SPP.
• $3.$ The Company has a broad discretion to accept or reject your application to purchase Shares under the SPP, including (without limitation) if: your Application Form is incorrectly completed or incomplete or otherwise determined by the Company to be invalid; the cheque or money order that you enclose with the Application Form is not made out for the exact value of the parcel of Shares that you have selected on the Application Form, is dishonoured or has not been completed correctly; or the Company believes that you are not an Eligible Shareholder.
• $\overline{4}$ . You may not receive the full amount or any of the Shares for which you have applied for under the SPP. No interest will be paid on any application money returned to you.
• If you apply to participate in the SPP by completing and returning the Application Form, or by 5. using BPay:
• $5.1$ your application, on these terms and conditions, will be irrevocable and unconditional (it cannot be withdrawn);
• you acknowledge that you are an Eligible Shareholder; $5.2$
• you certify that you have not applied for Shares with an aggregate application price in 5.3 excess of \$15,000 under the SPP and any similar arrangement in the 12 months prior to your application, even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP;

• $5.4$ you acknowledge that you are lawfully permitted to accept the offer to acquire Shares under the SPP and participate in the SPP in accordance with the laws applicable in Australia and any other applicable laws in the jurisdiction in which you and/or the beneficial owner of your Shares are situated.

• 1. The Company may modify or terminate the SPP at any time. The Company will notify ASX of any modification or termination of the SPP. The omission to give notice of any modification to, or termination of the SPP or the failure of ASX to receive such notice will not invalidate the termination or modification.
• $\overline{7}$ . The Company may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant, application or Shares. The decision of the Company in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.
• $8₁$ Where a registered holder is a custodian that holds Shares on behalf of another person (Beneficiary) (whether directly or indirectly through one or more interposed custodians), the Company can only issue Shares totalling more than \$15,000 in any consecutive 12 month period to that custodian if, on application for the Shares, the custodian certifies in writing:
• $8.1$ that the custodian holds Shares (directly or indirectly) on behalf of one or more Beneficiaries:
• $8.2$ the number of Beneficiaries:
• 8.3 the name and address of each Beneficiary for whom the custodian applies for Shares:
• for each Beneficiary, the number of Shares that the custodian holds (directly or 8.4 indirectly) on behalf of that Beneficiary;
• 8.5 for each Beneficiary, the number, or dollar amount, of Shares the Beneficiary or another custodian has instructed the custodian to accept on behalf of the Beneficiary:
• 8.6 for each Beneficiary, that the application price for the Shares applied for on their behalf, and any other Shares in a class applied for on their behalf under a similar arrangement in the previous 12 months (excluding Shares applied for but not issued). does not exceed \$15,000:
• 8.7 that a copy of the written offer document was given to each Beneficiary; and
• where the custodian holds Shares on behalf of a Beneficiary indirectly, through one or 8.8 more interposed custodians, the name and address of each interposed custodian.
• 1. For further information about the custodian application process, a shareholder should contact the Company's share registry, Computershare Investor Services Pty Limited, on 1300 556 161 (callers within Australia) or +61 3 9415 4000 (callers outside Australia), or consult your financial or other professional advisor.
• $10.$ Applications received from custodians must be accompanied by a completed and signed certificate in respect of the matters set out in ASIC Class Order (CO 09/425).
• $11.$ This document has been prepared for publication in Australia and New Zealand only and may not be released elsewhere. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction other than Australia and New Zealand.
  In particular, the securities referred to in this document have not been, and will not be registered under the United States Securities Act, 1993 as amended (US Securities Act), and may not be offered or sold in the United States or to or for the account or benefit of 'US Persons' (as defined in Regulation S under the US Securities Act) in the absence of registration or an available exemption from registration.
• $12.$ This offer document does not contain all the information which may be required in a prospectus or product disclosure statement. Accordingly, it is important that you carefully read and understand publicly available information regarding the Company as well as this offer document, before applying for shares. This information, such as the Company's annual and interim reports and other announcements, is available at asx.com.au.