HIGHFIELD RESOURCES LIMITED — Share Issue/Capital Change 2017

Dec 17, 2017

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

HIGHFIELD RESOURCES LIMITED

ABN 51 153 918 257

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)	Unlisted Options
	5,832,221 (five million eight hundred and thirty two thousand two hundred and twenty one)
	a) Unlisted options exercisable at $1.34 each on or before 30 June 2025. Options shall vest on the satisfaction of Market Performance and Total Shareholder Return vesting conditions as detailed in the Company’s Notice of Annual General Meeting dated 30 October 2017. b) Unlisted options exercisable at $1.85 each on or before 30 June 2024. Options shall vest on the satisfaction of Market Performance and Total Shareholder Return vesting conditions as detailed in the Company’s Notice of Annual General Meeting dated 30 October 2017.

• 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	Yes
	Unlisted options were granted for nil consideration pursuant to shareholder approval
	a) (1) 3,011,567 unlisted options were granted under the Employee Long Term Incentive Plan (2) 1,820,654 unlisted options were granted as part of the Managing Director’s incentive based remuneration package. Approved by shareholders on 30 November 2017 b) 1,000,000 unlisted options were granted to an advisor in recognition of past and future contributions. Approved by shareholders on 30 November 2017
	No
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

	Appendix 3 New issue announcemen
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 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.	N/A
	N/A
	1,000,000
	4,832,221
	N/A
	N/A
	7.1 – 49,383,750
	13 December 2017

Number +Class 8 Number and +class of all 329,225,003 Ordinary Shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

• 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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	3,350,000 9,500,000 750,000 4,000,000 17,175,000 4,550,000 6,850,000 4,832,221	Unlisted Options exercisable at $0.75 on or before 30/06/18 Unlisted Options exercisable at $0.75 on or before 11/09/18 Unlisted Options exercisable at $1.00 on or before 30/06/18 Unlisted Options exercisable at $1.25 on or before 30/06/18 Unlisted Options exercisable at $2.00 on or before 30/06/19 Unlisted Options exercisable at $2.50 on or before 30/06/19 Unlisted Options exercisable at $1.85 on or before 30/06/24 Unlisted Options exercisable at $1.34 on or before 30/06/25
	N/A

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates

• See chapter 19 for defined terms.

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	Appendix 3 New issue announcemen
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 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• 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

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 437] intentionally omitted <==

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

Insert number of fully paid [+] ordinary 310,825,003
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 500,000 – 13 December 2016
600,000 – 14 December 2016
• Number of fully paid [+] ordinary securities 200,000 – 19 December 2016
issued in that 12 month period under an 100,000 – 23 December 2016
exception in rule 7.2 500,000 – 12 January 2017
1,000,000 – 31 March 2017
250,000 – 28 April 2017
4,000,000 – 12 May 2017
350,000 – 15 May 2017
1,000,000 – 19 May 2017
200,000 – 31 May 2017
200,000 – 16 June 2017
200,000 – 26 June 2017
Number of fully paid [+] ordinary securities
Nil
issued in that 12 month period with
shareholder approval
• 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
period
“A” 329,225,003
----- End of picture text -----

• See chapter 19 for defined terms.

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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	49,383,750
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

• 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” -

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	49,383,750
Note: number must be same as shown in
Step 2
Subtract“C”	-
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	49,383,750
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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