DREADNOUGHT RESOURCES LTD — Share Issue/Capital Change 2015

May 14, 2015

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).

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)	(a) Fully paid ordinary shares. (b) Options exercisable at $0.004 on or before 4 June 2016.
	(a) 32,645,369 (b) 32,645,369 Approximately a further 187,863,109 fully paid ordinary shares and attaching options will be issued pursuant to the retail component.
	(a) Ordinary shares will rank pari passu with existing ordinary shares. (b) Quoted options exercisable at $0.004 on or before 4 June 2016.

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 6d Number of+securities issued with security holder approval under rule 7.1A	(a) Yes. (b) No, if the options are exercised the resulting shares will rank pari passu with existing fully paid ordinary shares.
	(a) $0.002 per share. (b) Nil.
	Shares and options to be issued pursuant to a pro rata accelerated non-renounceable entitlement issue.
	No.

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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.

15 May 2015 for the institutional component of the offer. 4 June 2015 for the retail component of the offer.

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013 827736

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)	Number	+Class
	2,286,276,544 This number will increase by approximately 187,863,109 following the retail component. 318,377,195 32,645,369 This number will increase by approximately 187,863,109 following the retail component.	Fully paid ordinary shares. Options exercisable at $0.006 on or before 30 June 2015. Options exercisable at $0.004 on or before 4 June 2016.
	10,000,000 10,000,000	Retention rights vesting 14 May 2015. Performance rights expiring 1 January 2016.
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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 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? 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	No.
	Non-renounceable.
	One share for every ten existing shares held together with one option for every share subscribed for.
	(a) Fully paid ordinary shares. (b) Options exercisable at $0.004 on or before 4 June 2016.
	11 May 2015.
	No.
	Fractional entitlements will be rounded up to the nearest whole number.
	Only shareholders with a registered address in Australia or New Zealand are eligible to participate.
	7 May 2015 for the institutional component of the offer. 28 May 2015 for the retail component of the offer.
	Triple Eight Gold Pty Ltd as trustee for the Blue Sky Trust. Lone Hand & Associates Pty Ltd as trustee for the Houldsworth-Moffett Family Trust. EJ & HC Vickery as trustees for Vickery Superannuation Fund.

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013 827736

Appendix 3B New issue announcement

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? 32 How do security holders dispose of their entitlements (except by sale through a broker)?	N/A
	N/A
	N/A
	N/A
	N/A
	14 May 2015.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

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

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 827736

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)

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

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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.

==> picture [161 x 51] intentionally omitted <==

Sign here: (Director) Print name: Joe Houldsworth

Date: 15 May 2015

Appendix 3B New issue announcement

CRA/COMPUTERSHARE INVESTOR SERVICES PTY LTD  ***       Range Of Units Summary OPTIONS       ***                (RSP510:11.12:150515)
  TYCHEAN RESOURCES LIMITED/TYK                       RUN NUMBER 2521       No date              A.C.N. 119 031 864    PAGE :      1
                       1        1001        5001       10001      100001                                       * TOTAL *
                      to          to          to          to          to
                    1000        5000       10000      100000       (MAX)
OPY                /LISTED OPT $0.004 EXP 04/06/16
   Holders
      Issuer                                               2          11                                              13
      Total                                                2          11                                              13
   Units
      Issuer                                          147110    32498259                                        32645369
      Total                                           147110    32498259                                        32645369
TOTAL HOLDERS FOR CLASSES SELECTED                                                          13
TOTAL UNITS    "    "         "                                                       32645369
************************************************************************************************************************************
********** NUMBER OF PAGES WRITTEN =          1 *********** END OF REPORT **************** NUMBER OF LINES WRITTEN =         14 ****
************************************************************************************************************************************

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013