REDSTONE RESOURCES LIMITED — Share Issue/Capital Change 2016

Feb 8, 2016

==> picture [55 x 58] intentionally omitted <==

==> picture [29 x 114] intentionally omitted <==

==> picture [33 x 114] intentionally omitted <==

==> picture [55 x 57] intentionally omitted <==

9 Fe b ruary 201 6

<Hol d er Name> <Ad d ress Line 1 <Ad d ress Line 2 <Ad d ress Line 3 <Ad d ress Line 4

Number of RDSO Options:

Dea r Option Hol d er

YOUR OPTIONS TO ACQUIRE REDSTONE RESOURCES LIMITED SHARES AT $0.20 PER SHARE EXPIRE ON 28 FBERUARY 2016

We a re writing t o you as a r e gistered h o lder of RD S O Options ( ASX: RDSO ) (the Options ) in R E DSTONE R ESOURC E S LIMITED ( ASX: RDS ) ( the Company ) to re m ind you that the Opti o ns will expire at 5:00p m (WST) on 28 FEBRU A RY 2016.

Your Option hol d ing may be exercise d in whole o r in part b y payment o f $0.20 for each Opti o n by no lat e r than 28 F ebruary 2016. If paym e nt is not r e ceived by 5 :00pm (W S T) on 28 F e bruary 20 1 6 the Opti o ns will lap s e and all ri g hts under t he options w ill cease a t that time.

Som e of the co u rses of acti o n availabl e to you as a holder of t hese soon t o expire O p tions are:

• a ) Exercise the Option s on or befo r e 28 FEB R UARY 201 6 . b ) Sell you r Options. Q uotation of the Option s will cease at the clos e of trading on 19 Februar y 2016.

• c ) Do nothing (ie, allo w your Opt i ons to expire). If you do not exe r cise or sell your Options they will e x pire on 28 FEBRUARY 2016 an d your righ t to subscri b e for ordinary shares in t h e Compan y at $0.20 p e r share will lapse.

Ther e is no o b ligation on Option h o lders to e x ercise their Options. However, under para g raph 6.1 of Appendix 6A of the A ustralian S e curities Exchange (A S X) Listing R ules, the C ompany i s required to advise O ption hold e rs of the i n formation c ontained i n this notice.

The market sal e price of o rdinary sh a res in the Company o n ASX on 8 Februar y was $0.0 0 7 (0.7 cents), being th e last tradin g day in Pe r th prior to t h e date of t h is notice.

Redstone Resources Limited ABN 42 090 1 6 9 154 60 Havelock Str e et, West Perth WA 6005 Tel: 08 9328 2552 Fax: 0 8 9328 2660

www.redstone.com.au Email: contact@ r edstone.com.au

1

ASX: RDS

==> picture [43 x 34] intentionally omitted <==

==> picture [10 x 34] intentionally omitted <==

Duri n g the three (3) months preceding the date of t h is notice:

• the high e st market s ale price o f ordinary s h ares on A S X was $0.012 (1.2 cents) on 9 Nove m ber 2015; a nd

• the lowe s t market s a le price of ordinary shares on ASX was $0.0 0 6 (0.6 cents) on 29 Janu a ry 2016

Following are t h e highest a nd lowest market sal e prices of RDSO an d RDSOA quoted securities during the three ( 3 ) months p r eceding th e date of thi s notice:  RDSO - $ 0.001 (0.1 cent), not t r aded durin g the period  RDSOA - $0.001 (0.1 cent), sol e trade on 14 January 2 016

If yo u wish to e x ercise your Options t h en you must complet e your “Noti c e of Exercise of Opti o ns” enclos e d with this notice and f orward it to g ether with payment of $0.20 per O ption exer c ised to be received n o later than 5:00pm ( WST) on 2 8 FEBRU A RY 2016 t o the Company’s share registry, b eing:

Advanced Share Registry Ltd PO Box 1156 OR 110 S t irling High w ay NEDLANDS WA 6909 NEDL A NDS WA 6009

Che q ues shoul d be made p ayable to “ REDSTON E RESOURCES LIMIT E D” in Aus t ralian dollars only an d should be crossed “ N ot negotiable”. If you have any f urther que s tions plea s e do not h e sitate to c o ntact our Registry on t e lephone ( 0 8) 9389 80 3 3, facsimil e (08) 926 2 3723.

Your s faithfully

==> picture [23 x 39] intentionally omitted <==

==> picture [55 x 39] intentionally omitted <==

Mira n da Conti Company Secre t ary REDSTONE RESOURCES LIMITED

2

RDSO

REDSTONE RESOURCES LIMITED

ACN 42 090 169 154

INCORPORATED IN WESTERN AUSTRALIA NOTICE OF EXERCISE OF OPTIONS

I/We

Securityholder Reference Number (S.R.N) / Holder Identification Number (H.I.N)

Contact Telephone Number

The registered holder(s) of the Options hereby exercise my/our Option for:

In figures

In words

Ordinary Fully Paid Shares and enclose application money of $0.200 per share $.................................................

(amount payable on exercise)

I/We whose full name(s) and address(es) appear above hereby apply for the number of Shares shown above. I/We agree to be bound by the Constitution of the Company.

Signature Of Option holder(s) Companies Only - Executed in accordance with the Company’s Constitution and the Corporations (All joint holders must sign) Law.

-----------------------------------------------------------------------------------------------------------------Signature Date Sole Director and Sole Secretary Date

--------------------------------------------Signature Date ----------------------------------------- Director Date -------------------------------------------Secretary Date --------------------------------------------Signature Date ----------------------------------------- Director Date -------------------------------------------Director Date

Note : If signed under Power of Attorney, a Certified Copy of the relevant Power of Attorney document must be exhibited to the Registry. The Attorney declares that he/she has had no notice of revocation of the Power of Attorney.

Terms and Conditions of Listed Options (ASX: RDSO)

1. Each Listed Option entitles the holder to subscribe for one Share upon exercise of each Listed Option.

2. The exercise price of the Listed Option is $0.20.

3. Each Listed Option has an expiry date of 28 February 2016.

4. Each Listed Option is exercisable at any time on or before 28 February 2016.

5. Application for quotation of Listed Options will be made, subject to the requirements to the ASX Listing Rules and the Corporations Act.

6. Each Listed Option may be exercised by notice in writing to the Company. Any notice of exercise of Listed Options received by the Company will be deemed to be a notice of the exercise of the Listed Options as at the date of receipt.

7. After a Listed Option is validly exercised, the Company must as soon as possible:

   • (a) issue and allot the Share; and

   • (b) do all such acts matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Listed Option.

8. Shares issued on exercise of the Listed Options rank equally with the then shares of the Company.

9. Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Listed Options.

10. There are no participation rights or entitlements inherent in the Listed Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Listed Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give holders of Listed Options the opportunity to exercise their Listed Options prior to the date for determining entitlements to participate in any such issue.

1. If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of a Listed Option will be increased by the number of Shares which the Listed Option holder would have received if the Listed Option holder had exercised the Listed Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

1. If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of a Listed Option will be reduced according to the following formula: New exercise price = O -[E][[] [P ][][ (] [S ][] [D][)]]

N  1

O = the old Exercise Price of the Listed Option.

E = the number of underlying Shares into which one Listed Option is exercisable.

P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue). N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

1. If there is any reconstruction of the issued share capital of the Company, the rights of the Listed Option holders will be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

2. Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on this Notice of Exercise of Options with the appropriate remittance should be lodged with Advanced Share Registry Ltd, the Company’s Share Registry, per the details below:

Cheques should be made payable to “REDSTONE RESOURCES LIMITED” and crossed “Not Negotiable” and drawn on an Australian Bank and posted to Advanced Share Registry Ltd, PO Box 1156, Nedlands, Western Australia 6909. NOTE: OPTIONS NOT EXERCISED BY 28 February 2016 WILL AUTOMATICALLY EXPIRE.