LEGEND MINING LIMITED — Capital/Financing Update 2019

Oct 29, 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

Name of entity

Legend Mining Limited

ACN

060 966 145

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 Unlisted options under ESOP issued

• 2 Number of[+] securities issued or to 13,000,000 Unlisted options issued pursuant to be issued (if known) or maximum ESOP number which may be issued

• 3 Principal terms of the[+] securities Unlisted Options exercisable at $0.072 and (eg, if options, exercise price and expiring on 30/09/2022 (see Appendix 1 of this expiry date; if partly paid document for the full terms and conditions of these +securities, the amount outstanding unlisted options) and are exactly the same terms and due dates for payment; if as the existing 30/09/2022 unlisted options +convertible securities, the exercisable at 7.2 cents each conversion price and dates for conversion)

• See chapter 19 for defined terms. 01/08/2012

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment 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 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		Note:the shares that may be issued on exercise of the unlisted options will rank equally with the existing quoted shares.
		NIL
		Issued pursuant to existing ESOP
	No
	N/A
	N/A
	N/A
	Shareholder approval granted on 27 September 2019 for the issue of 327,777,777 Ordinary Shares and 136,111,111 Unlisted Options completed on 30 September 2019 (see Notice of General Meeting for 27 September 2019 for furtherdetails)
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable)	N/A
	N/A
	342,819,286
	30 September 2019
	Number	+Class
	2,372,128,578	Ordinary Shares

• 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
	150,000,000 88,000,000 102,217,540 46,893,571	Unlisted Options exercisable at $0.04 expiry 23/9/2020 Unlisted Options exercisable at $0.04 expiry 30/3/2021 Unlisted Options exercisable at $0.072 and expiring on 11/07/2022 Unlisted Options exercisable at $0.072 and expiring on 30/09/2022

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

Part 2 – DELETED – 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)[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. Appendix 3B Page 4

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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 not available now, 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.

==> picture [147 x 53] intentionally omitted <==

Sign here: (Company secretary) Print name: Tony Walsh

Date: 30 October 2019

== == == == ==

• 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

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

art 1	art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	2,044,350,801
Addthe following: • Number of fully paid+ordinary securities 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	Tranche 1 of Placement issued on 11 July 2019 and ratified by shareholders at a general meeting held on 27 September 2019: 1. 204,435,080 Ordinary Shares and 2. 102,217,540 Unlisted options Securities issued on 30 September 2019 and approved by shareholders at a general meeting held on 27 September 2019: 1. 55,555,555 Ordinary Shares 2. Tranche 2 of Placement: 67,787,142 Ordinary Shares and 33,893,571 Unlisted Options
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	nil
“A”	2,372,128,578

• See chapter 19 for defined terms. Appendix 3B Page 6

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Appendix 3B New issue announcement

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	355,819,286
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:	13,000,000 unlisted options under this Appendix 3B (ESOP not approved in last 3 years)
• 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

Step 3: Calculate “C”, the amount 7.1 that has already been used	of placement capacity under rule
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued:	13,000,000 unlisted options under this Appendix 3B (ESOP not approved in last 3 years)
• 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”	13,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	355,819,286
Note: number must be same as shown in
Step 2

placement capacity under rule 7.1
“A” x 0.15	355,819,286
Note: number must be same as shown in
Step 2
Subtract“C”	13,000,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	342,819,286
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 - Not Applicable

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 Step 1 of Part 1

Step 2: Calculate 10% of “A”

0.10

“D” Note: this value cannot be changed

Multiply “A” by 0.10

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”

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 Total [“A” x 0.10] – “E” 0 - Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms. Appendix 3B Page 8

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Appendix 3B New issue announcement

APPENDIX 1: TERMS AND CONDITIONS OF UNLISTED OPTIONS ISSUED PURSUANT TO LEGEND MINING ESOP

The Options are issued on the following terms:

1. Each Option shall be issued for no consideration.

2. The exercise price of each Option will be 7.2 cents (“ Exercise Price ”).

3. Each Option entitles the holder to subscribe for one Share in Legend Mining Limited ACN 060 966 145 (" Company ") upon the payment of the Exercise Price per Share subscribed for.

4. The Options will lapse at 5:00 pm, Western Standard Time on 30 September 2022 (" Expiry Date ").

5. The Options may be transferred at any time in accordance with sections 708(8), 708(10) and 708(11) of the Corporations Act, the ASX Settlement Operating Rules and/or the ASX Listing Rules.

6. There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.

7. Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before closing date to exercise the Options.

8. In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2.

9. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain unchanged.

10. The Options shall be exercisable at any time until the Expiry Date (" Exercise Period ") by the delivery to the registered office of the Company of a notice in writing (" Notice ") stating the intention of the Option holder to exercise all or a specified number of Options held by them accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by it.

11. The Company must take all action necessary (including, without limitation, the issuance of a Cleansing Notice, the issuance of a prospectus under Chapter 6D of the Corporations Act or obtaining exemptions from or modifications to the Corporations Act from the Australia Securities & Investments Commission) to ensure that an offer for sale of the Shares issued on exercise of Options will not require disclosure under section 707(3) of the Corporations Act.

12. Quotation will not be sought for the Options. The Company will make application to ASX for quotation of the Shares issued as a result of the valid exercise of Options.

13. The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

14. The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

• See chapter 19 for defined terms.

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