GOLDEN DEEPS LIMITED. — Share Issue/Capital Change 2018

May 16, 2018

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

Golden Deeps Ltd

ABN

12 054 570 777

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 Fully Paid Ordinary Shares issued 2 Number of[+] securities issued or to be issued (if known) or maximum number 36,666,667 Shares 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 Fully Paid Ordinary Shares 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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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 shares rank equally in all respects with the existing fully paid ordinary shares of the Company.

• 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?

$0.06

Funds raised by the Company will be directed towards accelerating the exploration, project development and process design of the Abenab-Christiana vanadium-lead-zinc project In Namibia, cobalt exploration in Ontario and working capital.

Yes

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

16 November 2017 Nil Nil

• See chapter 19 for defined terms.

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6e Number of +securities issued with security holder approval under rule 7.3, 36,666,667 fully paid ordinary or another specific security holder shares following approval given approval (specify date of meeting) at an extraordinary general meeting on the 14 March 2018. 6f Number of[+] securities issued under an Nil 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? N/A 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 N/A which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue Rule 7.1 - 25,707,118 capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Rule 7.1A – 17,138,079 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 17 May 2018 issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

• See chapter 19 for defined terms.

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8 Number and+class of all+securities quoted on ASX (_including_the+securities in section 2 if applicable)	Number	+Class
	171,380,789 (of which, 10,000,0000 are subject to escrow until 23/3/2019)	Fully paid ordinary shares

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
	80,000,000 20,000,000	Unlisted Options exercisable at $0.015 on or before 31 August 2019 Unlisted options exercisable at $0.08 each on or before 30 November 2018
	Dividend policy not yet determined

Part 2 - Pro rata issue – N/A

• 11 Is security holder approval required?

• 12 Is the issue renounceable or nonrenounceable?

• 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?

• See chapter 19 for defined terms.

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17	Policy for deciding entitlements in relation to	Policy for deciding entitlements in relation to	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
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?

• See chapter 19 for defined terms.

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

33 +Issue date

Part 3 - Quotation of securities – N/A

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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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

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

• See chapter 19 for defined terms.

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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:

Date: 17 May 2018

Print name: Graham Baldisseri (Company Secretary)

• See chapter 19 for defined terms.

== == ==

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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

==> picture [415 x 511] intentionally omitted <==

----- Start of picture text -----

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
securities on issue 12 months before the 103,514,122
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities Nil
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities 36,666,667 - being the subject of this
issued in that 12 month period with Appendix 3B
shareholder approval
10,000,000 – being subject of Appendix 3B
dated 23 March 2018.
21,200,000 – being subject of Appendix 3B
dated 11 December 2017.
• Number of partly paid [+] ordinary Nil
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 Nil
period
“A” 171,380,789
----- End of picture text -----

• 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 25,707,118 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number 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

• “C” 0

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 25,707,118 Step 2 Subtract “C” Note: number must be same as shown in 0 Step 3 Total [“A” x 0.15] – “C” 25,707,118 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” Note: number must be same as shown in 171,380,789 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 17,138,079

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 Nil

• 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” 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

“A” x 0.10 Note: number must be same as shown in 17,138,079 Step 2 Subtract “E” Note: number must be same as shown in Nil Step 3 Total [“A” x 0.10] – “E” 17,138,079 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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