EASTERN RESOURCES LIMITED — Capital/Financing Update 2017

Dec 27, 2017

Company Announcements ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

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28 December 2017

ASX APPENDIX 3B

Eastern Iron Limited (the “Company”) will today issue 51,500,000 fully paid ordinary shares at an issue price of $0.012 and 1,190,476 fully paid ordinary shares at an issue price of $0.010 (together, the “Securities”).

Attached is an Appendix 3B for the issue of these shares.

Notice Under Section 708A(5)(e)

The Corporations Act 2001 (the “Act”) restricts the on-sale of securities issued without disclosure unless the sale is exempt under sections 708 or 708A. By the Company giving this notice, a sale of the Securities noted above will fall within the exemption in section 708A(5)(e) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

1. the Company will issue the Securities without disclosure to investors under Part 6D.2 of the Act;

2. as at the date of this notice, the Company has complied with:

3. a. the provisions of Chapter 2M of the Act as they apply to the Company;

4. b. section 674 of the Act; and

5. except as may be set out in this notice, as at the date of this notice there is no other information that is excluded information which is required to be set out in this notice under Section 708A(6)(e) of the Act.

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…………………………………………… Ian K White Company Secretary

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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

Eastern Iron Limited

ABN

70 126 678 037

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 Ordinary Shares be issued 2 Number of[+] securities issued or 52,690,476 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares +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.

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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	Yes
	51,500,000 @ $0.012 per share 1,190,476@ $0.010per share
	50,000,000 @$0.012 – Capital raising in connection with the Company’s acquisition of Ion Mining Pty Ltd. 1,500,000 @ $0.012 – Issue in settlement of a creditor’s account. 1,190,476 @ $0.010 – Issued on conversion of options.
	Yes.
	28 November 2017
	51,500,000

• 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)	Nil	Nil
	Nil
	1,190,476 (Exception 4)
	NA
	NA
	7.1 - 2,276,885 7.1A - 35,851,257 See attached.
	28 December 2017
	Number	+Class
	410,012,566	Fully paid ordinary shares.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 34,541,702 $0.010 Options exp. 6 Dec. 2019 +securities not quoted on ASX ( including the +securities in 16,000,000 $0.016 Options exp. 6 Dec. 2019 section 2 if applicable) 4,000,000 $0.020 Options exp. 13 Dec. 2019 10 Dividend policy (in the case of a Full participation in future dividends. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Questions 11 - 33 Not applicable

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) X +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)

Questions 35 - 37

Not applicable

Entities that have ticked box 34(b)

Questions 38 - 42

Not applicable

• 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.

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Sign here: ............................................................ Date: 28 December 2017 Company secretary

Print name: Ian K White

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• See chapter 19 for defined terms.

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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

• Insert number of fully paid[+] ordinary 285,857,734 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 1,190,476 Option conversion – this issue. issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities 71,464,356 Issued 3 July 2017 and approved by issued in that 12 month period with shareholders on 28 November 2017 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

• Subtract the number of fully paid[+] ordinary - securities cancelled during that 12 month period “A” 358,512,566

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 53,776,885

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

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Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period not counting those issued: 51,500,000 This issue.
• 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
“C” 51,500,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 53,776,885
Note: number must be same as shown in
Step 2
Subtract “C” 51,500,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 2,276,885
[Note: this is the remaining placement
capacity under rule 7.1]
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• 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” 358,512,566 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 35,851,257

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

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” 0

• 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	35,851,257
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	35,851,257 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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