LEGEND MINING LIMITED — Share Issue/Capital Change 2017

Feb 27, 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

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 (a) Fully paid ordinary shares be issued (b) Unlisted options

• 2 Number of[+] securities issued or to (c) 10,000,000 Fully paid ordinary shares be issued (if known) or maximum (d) 10,000,000 Unlisted options number which may be issued

• 3 Principal terms of the[+] securities (a) Fully paid ordinary shares rank equally (eg, if options, exercise price and with existing quoted shares expiry date; if partly paid (b) Unlisted options exercisable at $0.04 and +securities, the amount outstanding expiring on 30/3/2021 (exact same terms and due dates for payment; if as existing class of 30 March 2021 4 cent +convertible securities, the unlisted options) 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 (a) Yes all respects from the date of (b) No – unlisted options, but the shares allotment with an existing[+] class of that may be issued on exercise of these quoted[+] securities? options will rank equally with the existing quoted shares. 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 Issued in consideration for the acquisition of two tenements from an arms-length party 6 Purpose of the issue Consideration for the acquisition of two (If issued as consideration for the tenements from an arms-length party as set out acquisition of assets, clearly in the Company’s announcement released to identify those assets) ASX on 27 February 2017. 6a Is the entity an[+] eligible entity that No 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 N/A resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued with N/A security holder approval under rule 7.1A 6e Number of[+] securities issued with N/A security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under N/A an exception in rule 7.2

• See chapter 19 for defined terms.

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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
	N/A
	28 February 2017
	Number	+Class
	2,044,350,801	Ordinary Shares

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all 150,000,000 Options exercisable at $0.04 +securities not quoted on ASX expiry 23/9/2020 ( including the securities in section 88,000,000 Options exercisable at $0.04 2 if applicable) expiry 30/3/2021

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.

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

Date: 28 February 2017

== == == == ==

• 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

Deleted – Note Applicable

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

01/08/2012