IRON ROAD LIMITED — Capital/Financing Update 2016

Jul 10, 2016

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

IRON ROAD LTD (IRON ROAD)

ABN

51 128 698 108

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	Fully paid ordinary shares
	Iron Road has issued 47,617,382 fully paid ordinary shares pursuant to a pro-rata 1 for 9 non-renounceable entitlement offer announced by Iron Road on Thursday, 16 June 2016 to eligible shareholders of Iron Road (Entitlement Offer). Iron Road will issue, subject to shareholder approval under ASX Listing Rule 10.11, 37,482,000 fully paid ordinary shares to Sentient Executive GP IV, Limited as general partner for Sentient GP IV, L.P., which in turn acts as general partner of Sentient Global Resources Fund IV, L.P. under the institutional placement (Sentient Placement).

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities As per existing fully paid ordinary shares. (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)

• 4 Do the[+] securities rank equally Yes 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

$0.10 per share

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 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	The net proceeds of the Entitlement Offer, institutional placement (conducted on 29 June 2016) and Sentient Placement will be used to:  conduct environmental and engineering work programs required to obtain governmental approvals for the Central Eyre Iron Project (CEIP) and continue other stakeholder engagement activities;  continue necessary iron ore marketing and support due diligence related activities (including bulk product preparation for steel mill testing) to progress memoranda of understanding with potential off- take customers, ongoing negotiations with engineering and construction companies and other project funding partner candidates;  repay the Short Term Debt Facility; and  meet other working capital requirements of Iron Road.
	No
	N/A
	N/A
	N/A
	Nil

• See chapter 19 for defined terms.

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6f Number of[+] securities issued Iron Road has issued 47,617,382 fully paid under an exception in rule 7.2 ordinary shares under the Entitlement Offer. Iron Road will, subject to shareholder approval, issue 37,482,000 fully paid ordinary shares under the Sentient Placement. 6g If[+] securities issued under rule N/A 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 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 85,492,843 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Monday, 11 July 2016 – Entitlement Offer Note: The issue date may be prescribed by ASX (refer to the definition of issue date in Tuesday, 26 July 2016 – Sentient Placement rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with (subject to shareholder approval) the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 640,072,286 Fully paid ordinary +securities quoted on ASX shares ( 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
	3,000,000 2,000,000 500,000	Performance Rights issued under the Company’s Equity Incentive Plan expiring 24 December 2019 Performance Rights issued under the Company’s Equity Incentive Plan expiring 13 January 2020. Options exercisable at $0.9926 expiring 25 July2016.
	Dividends are paid as authorised by Directors.

Part 2 - Pro rata issue

art 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?	No
	Non-renounceable and entitlements will not be tradeable on ASX or otherwise transferable.
	1 share offered for every 9 shares held at the record date.
	Fully paid ordinary shares
	7:00pm (AEST) Tuesday, 21 June 2016
	N/A

• See chapter 19 for defined terms.

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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	N/A
	N/A
	5pm (AEST) Monday, 4 July 2016

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?	Nil
	N/A
	Nil
	N/A
	Nil
	N/A
	The Entitlement Offer was made without disclosure to investors and under a cleansing notice in accordance with section 708AA of the Corporations Act. No prospectus or product disclosure statement was issued. An offer document and rights issue application form was sent to eligible shareholders on or about Thursday, 23 June 2016.
	Thursday, 16 June 2016
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A of their entitlements (except by sale through a broker)?

33 +Issue date Monday, 11 July 2016 – Entitlement Offer

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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A 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 N/A 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 N/A +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: ............................................................ Company secretary

Date: 11 July 2016

Print name: Leonard Math

== == == == ==

• 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 403] intentionally omitted <==

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

Insert number of fully paid [+] ordinary 592,454,904
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 47,617,382 fully paid ordinary shares issued
to participating shareholders pursuant to the
• Number of fully paid [+] ordinary securities Entitlement Offer on 11 July 2016.
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
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 Nil
securities cancelled during that 12 month
period
“A” 640,072,286
----- 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”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	96,010,843
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	10,518,000 fully paid ordinary shares issued to certain institutional shareholders pursuant to the Institutional Placement on 29 June 2016.
“C”	10,518,000
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	96,010,843
Subtract“C” Note: number must be same as shown in Step 3	10,518,000
Total[“A” x 0.15] – “C”	85,492,843

placement capacity under rule 7.1
“A” x 0.15	96,010,843
Note: number must be same as shown in
Step 2
Subtract“C”	10,518,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	85,492,843

• 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” N/A 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 N/A

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

• Insert number of[+] equity securities issued N/A 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” 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

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
Subtract“E” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.10] – “E”	NIL

• See chapter 19 for defined terms.

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