REDSTONE RESOURCES LIMITED — Capital/Financing Update 2015

Dec 10, 2015

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

Redstone Resources Ltd

ABN

42 090 169 154

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 (i) Fully paid ordinary shares (ii) Options over fully paid ordinary shares 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued (i) 72,007,774 (ii) 28,803,154 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) (i) Ordinary shares (ii) Options over ordinary shares, exercisable at $0.03 on or before 31 July 2017

+ See chapter 19 for defined terms.

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

(i) Yes

(ii) No, however shares issued upon exercise of the options will rank equally with the shares then on issue

5 Issue price or consideration (i) $0.009 (0.9 cents)

working capital purposes

(ii) Nil

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 Nil

Yes

Funds raised will be used for drilling and exploration activities predominantly at the Company's Tollu Copper Project, to fund the expenses of the offer and for general

27 November 2015

• See chapter 19 for defined terms.

• 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.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Nil

Nil

• (i) 72,007,774 Fully paid Ordinary Shares
• (ii) 28,803,154 Listed Options (RDSOA)

N/A

N/A

See Annexure 1

11 December 2015

Number +Class 258,977,164 31,356,966 Fully paid ordinary Shares Listed Options (ASX:RDSO)

+ See chapter 19 for defined terms.

	exercisableat$0.20onorbefore28February 2017
28,803,154	Listed Options (ASX:RDSOA)exercisableat $0.03 on or before31 July 2017

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

exercisableat$0.20
onorbefore4
December 2017

2,000,000 Unquoted options

Number +Class

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

The Company currently has no dividend policy

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or non‐renounceable?	Non renounceable
13	+securitiesRatioinwhichthewill be offered	Three (3) shares for every four (4) sharesheld by eligible shareholders on the RecordDate, together with two (2) free attachingoptions for every five (5) shares subscribedfor and issued under the offer
14	+Classof +securitiesto which the	Ordinary Shares
	offer relates	Listed Options (RDSOA)
15	+Recorddatetodetermineentitlements	11 November 2015
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A

+ See chapter 19 for defined terms.

17	Policy for deciding entitlementsin relation to fractions	Rounded up
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	AnycountryoutsideAustraliaandNewZealand
19	Closingdateforreceiptofacceptances or renunciations	7 December 2015
20	Names of any underwriters	Cardinals Corporate Pty Ltd
21	Amount of any underwriting feeor commission	TheCompanyhasagreedtopaytheunderwriter an underwriting fee of 6.0% oftheunderwrittenamount($650,000),being an amount of $39,000.
22	Namesofanybrokerstotheissue	N/A
23	Feeorcommissionpayabletothe broker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders	N/A
25	Iftheissueiscontingentonsecurityholders'approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	16 November 2015
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnoticeswillbesenttooptionholders	A waiver from Listing Rule 7.40 has beensought from, and granted by, ASX to theextent necessary to permit the Companynottosendthenoticerequiredbyparagraph 3 of Appendix 7A to the holdersof the 31,356,966 quoted options currentlyon issue.

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	Howdosecurityholdersselltheir entitlements in full througha broker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Issuedate	11 December 2015

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 ‐ 72,007,774 Ordinary Shares and 28,803,154 Listed Options (RDSOA)

(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

+ See chapter 19 for defined terms.

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 – Refer pages 1‐2 of Annexure 2
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories – Refer page 3 of Annexure 2 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.

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

+ See chapter 19 for defined terms.

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: ....................... Date: 11 December 2015.............

(Company secretary)

Print name: Miranda Conti........................................................

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1
	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid ordinarysecurities on issue 12 months before dateof issue or agreement to issue	186,969,390
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2	72,007,774 - 11 December 2015
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval	Nil
•Number of partly paid ordinarysecurities that became fully paid in that12 month period	Nil
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	258,977,164
Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	38,846,575

+ See chapter 19 for defined terms.

Step 3: Calculate "C", the amount of placement capacity under rule 7.1that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:	Nil
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	38,846,575
Note: number must be same as shown inStep 2
Subtract "C"	Nil
Note: number must be same as shown inStep 3

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"Note: number must be same as shown inStep 1 of Part 1	186,969,390
Step 2: Calculate 10% of "A"

[Note: this is the remaining placement

capacity under rule 7.1]

Total ["A" x 0.15] – "C" 38,846,575

+ See chapter 19 for defined terms.

"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	18,696,939
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items	Nil
"E"	Nil
Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	18,696,939
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	18,696,939
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 2 Page 1 of 3

Section 35 of Appendix 3B

REDSTONE RESOURCES LIMITED Top Listing - RDS

Rank	Name	Units	% Units
1	MR EDWARD VAN HEEMST + MRS MARILYN ELAINE VAN HEEMST	33,535,001	12.95
2	MR HAROLD AMBROSE	13,609,326	5.26
3	SAMARKAND HOLDING PTY LTD	8,625,758	3.33
4	GREYHOUND INVESTMENTS PTY LTD	8,553,047	3.30
5	ACEDAY INVESTMENTS PTY LTD	8,000,000	3.09
6	BERNE NO 132 NOMINEES PTY LTD <631394 A/C>	7,370,292	2.85
7	EASTERN PROSPECTING PTY LTD	5,301,758	2.05
8	KERIMI INVESTMENTS PTY LTD	4,578,334	1.77
9	MR THOMAS MILENTIS	4,500,000	1.74
10	VYSCARD PTY LTD	3,707,832	1.43
11	MR WILLIAM GREEN + MRS MARLENE PATRICIA GREEN <bilmar super<br="">FUND A/C>	3,552,223	1.37
12	MEMPHIS HOLDINGS PTY LTD	3,538,128	1.37
13	WALSEC PTY LTD	3,500,000	1.35
14	INSPIRE INVESTMENTS PTY LTD	2,500,000	0.97
15	MUSCODA HOLDINGS PTY LTD	2,482,731	0.96
16	CARDINALS CORPORATE PTY LTD	2,367,330	0.91
17	MR PETER MICHAEL MALLACH	2,366,667	0.91
18	BARRETT CORPORATE INVESTMENTS PTY LTD	2,300,000	0.89
19	MR BRETT PARKER	2,077,223	0.80
20	MR THOMAS DUDLEY HOUSTON + MRS ZOE ANNE HOUSTON <theHOUSTON SUPER FUND A/C></the	2,056,250	0.79
	Totals: Top 20 holders of RDS	124,521,900	48.08
	Total Remaining Holders Balance	134,455,264	51.92
Total Holders Balance		258,977,164	100.00

Appendix 3B – Annexure 2 Page 2 of 3

Section 35 of Appendix 3B

REDSTONE RESOURCES LIMITED

Top 20 Listing - RDSOA

Rank	Name	Units	% Units
1	MR EDWARD VAN HEEMST + MRS MARILYN ELAINE VAN HEEMST	4,200,001	14.58
2	MR HAROLD AMBROSE	2,333,023	8.10
3	ACEDAY INVESTMENTS PTY LTD	1,548,000	5.37
4	KERIMI INVESTMENTS PTY LTD	1,333,334	4.63
5	MR THOMAS MILENTIS	1,034,800	3.59
6	MR WILLIAM GREEN + MRS MARLENE PATRICIA GREEN <bilmar super<br="">FUND A/C>	888,890	3.09
7	VYSCARD PTY LTD	888,890	3.09
8	MR PETER MICHAEL MALLACH	786,667	2.73
9	MR ANTHONY EDWIN JOHN	644,445	2.24
10	MEMPHIS HOLDINGS PTY LTD	606,537	2.11
11	WALSEC PTY LTD	600,000	2.08
12	MR NICHOLAS MILENTIS	544,000	1.89
13	MR CRAIG DOUGLAS WHITEHEAD	444,445	1.54
14	MR PETER GARRY TRIGWELL + MRS PAMELA MAE TRIGWELL <trigs super<br="">FUND A/C>	444,445	1.54
15	MR NASER KERIMI + MRS DEBORAH LYNN KERIMI <kerimi fund<br="" super="">A/C>	444,445	1.54
16	MR NICHOLAS MILENTIS	426,000	1.48
17	MR NICHOLAS MILENTIS	420,000	1.46
18	MR BRETT PARKER	406,890	1.41
19	MR THOMAS DUDLEY HOUSTON + MRS ZOE ANNE HOUSTON <the houston<br="">SUPER FUND A/C>	352,500	1.22
20	MR CHEE NAM LIEW + MRS LEE CHIN LIEW	343,770	1.19
Totals: Top 20 holders of RDSOA18,691,082			64.89
Total Remaining Holders Balance			35.11
10,112,072Total Holders Balance			100.00

Appendix 3B – Annexure 2 Page 3 of 3

Section 36 of Appendix 3B

	Holders ofRDSOA ListedOptions	Number ofRDSOA ListedOptions	%
1 - 1,000	13	6,948	0.02
1,001 - 5,000	29	70,727	0.25
5,001-10,000	15	108,591	0.38
10,001 -100,000	69	3,469,926	12.05
100,001 and over	53	25,146,962	87.31
TOTALS	179	28,803,154	100.00