HAWK RESOURCES LIMITED. — Share Issue/Capital Change 2019

May 28, 2019

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

Alderan Resources Limited

ABN

55 165 079 201

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)	Shares
	32,402,227
	Fully paid ordinary shares

• 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 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	Yes
	$0.032 per share
	To raise funds for ongoing exploration at the Frisco project as well as for working capital
	Yes
	21 November 2018
	19,441,336
	12,960,891

• See chapter 19 for defined terms.

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• 6e Number of +securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

• 6f Number of +securities issued securities issued Nil under an exception in rule 7.2

• 6f Number of +securities issued securities issued Nil under an exception in rule 7.2

• 6g If[+] securities issued under rule Yes. VWAP to 23/05/19 is $0.042 (75% is 7.1A, was issue price at least $0.031) – source: Miraqle. 75% of 15 day VWAP as Issue date of 29/05/19 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 N/A 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 See annexure issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release 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)	See annexure
	29 May 2019
	Number	+Class
	162,011,135	Fully Paid Ordinary Shares - 44,346,524 shares subject to ASX escrow to 09/06/19

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	755,000 2,300,000 1,570,000 1,570,000 1,570,000 1,777,454 2,300,000 2,300,000 45,000 75,000 75,000 75,000 200,000 200,000 200,000 200,000 166,666	Unlisted options, exercisable at $0.20, expiring 22/02/2021 Unlisted options, exercisable at $0.30, expiring 22/02/2021 Unlisted options, exercisable at $0.40, expiring 22/02/2021 Unlisted options, exercisable at $0.60, expiring 22/02/2021, vesting on 22/02/2019 Unlisted options, exercisable at $0.80, expiring 22/02/2021, vesting on 22/02/2019 Unlisted options, exercisable at $0.20 expiring 22/02/2020 Unlisted options, exercisable at $0.30 expiring 31/05/2020, Unlisted options, exercisable at $0.40 expiring 31/05/2020 Unlisted options exercisable at $0.30, expiring on 27/06/2021 Unlisted options exercisable at $0.40, expiring on 27/06/2021 Unlisted options exercisable at $0.60, expiring on 27/06/2021 Unlisted options exercisable at $0.80, expiring on 27/06/2021 Unlisted options exercisable at $0.60, expiring on 22/02/2021, vesting on 04/09/18 Unlisted options exercisable at $0.80, expiring on 22/02/2021 Unlisted options exercisable at $1.00, expiring on 22/02/2021 Unlisted options exercisable at $1.20, expiring on 22/02/2021 Unlisted options exercisable at $1.00 each, expiring 12/06/2022, vesting on 12/06/2019

• See chapter 19 for defined terms.

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233,3334 116,666 233,334 116,666 233,334 116,666 233,334 600,000

Unlisted options exercisable at $1.00 each, expiring 12/06/2022, vesting on 12/06/2020 Unlisted options exercisable at $1.50 each, expiring 12/06/2022, vesting on 12/06/2019 Unlisted options exercisable at $1.50 each, expiring 12/06/2022, vesting on 12/06/2020 Unlisted options exercisable at $2.00 each, expiring 12/06/2022, vesting on 12/06/2019 Unlisted options exercisable at $2.00 each, expiring 12/06/2022, vesting on 12/06/2020 Unlisted options exercisable at $2.50 each, expiring 12/06/2022, vesting on 12/06/2019 Unlisted options exercisable at $2.50 each, expiring 12/06/2022, vesting on 12/06/2020 Performance rights

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - Pro rata issue - NOT APPLICABLE, DELETED

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

• See chapter 19 for defined terms.

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(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
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

• See chapter 19 for defined terms.

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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

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.

• See chapter 19 for defined terms.

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• 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: 29 May 2019 Company secretary

Print name: Brett Tucker

== == == == ==

• 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 107,963,908 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 30,000 – 9 August 2018 issued in that 12 month period under an 1,615,000 – 11 September 2018

• exception in rule 7.2

• • Number of fully paid[+] ordinary securities 5,000,000 – 24 August 2018 issued in that 12 month period with shareholder approval 11,500,000 – 8 October 2018

• • Number of partly paid[+] ordinary 3,500,000 – 22 October 2018 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 Nil securities cancelled during that 12 month period “A” 129,608,908

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	19,441,336
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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	19,441,336 – 29 May 2019
“C”	19,441,336
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 Step 2	19,441,336
Subtract“C” Note: number must be same as shown in Step 3	19,441,336
Total[“A” x 0.15] – “C”	- [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” 129,608,908 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 12,960,891

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

Insert number of[+] equity securities issued 12,960,891 – 29 May 2019 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” 12,960,891

• 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	12,960,891
Subtract“E” Note: number must be same as shown in Step 3	12,960,891
Total[“A” x 0.10] – “E”	- Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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29 May 2019

Company Announcements Office ASX Limited

By E-Lodgement

NOTICE UNDER SECTION 708(5)(e) OF THE CORPORATIONS ACT

On 29 May 2019, Alderan Resources Limited (“Alderan” or “Company”) issued 32,402,227 fully paid ordinary shares in capital of the Company at an issue price of $0.032 per share. These shares were issued to participants in a placement to sophisticated and professional investors as announced on 23 May 2019.

19,441,336 shares were issued under the Company’s placement capacity under Listing Rule 7.1 and 12,960,891 shares were issued under the Company’s placement capacity under Listing Rule 7.1A.

The Company gives notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

• a) the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act 2001 (Cth) (Corporations Act);

• b) as at the date of this notice the Company has complied with:

• i. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• ii. section 674 of the Corporations Act as it applies to the Company; and

• c) as at the date of this announcement, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act.

Yours faithfully,

Brett Tucker

Company Secretary P: +61 8 9482 0560

w w w . a l d e r a n r e s o u r c e s . c o m . a u ● A S X : A L 8