RESOLUTION MINERALS LTD — Capital/Financing Update 2017

Oct 5, 2017

ASX Release

6 October 2017

==> picture [143 x 75] intentionally omitted <==

Northern Cobalt Ltd ACN 617 789 732

Appendix 3B and administrative changes

ASX Codes: N27 N27O

Issued Capital Ordinary Shares Issued 35,770,000 Options Listed 10,533,750 Unlisted 12,250,000 Performance Shares Class A 9,600,000 Class B 3,575,000

Substantial Holders Coolabah Group Pty Ltd 13.7% PAC Partners Pty Ltd 5.83%

Directors

Len Dean (Non-Exec. Chairman) Michael Schwarz (Managing Director) Duncan Chessell (Non-Exec. Director) Andrew Shearer (Non-Exec. Director) Jarek Kopias (Company Secretary) Jay Stephenson (Company Secretary)

Address 67 Goodwood Road Wayville SA 5000

Contact

Michael Schwarz P: 08 7200 3137 M: 0402 101 790 Managing Director

Website northerncobalt.com.au

• Issue of shares in satisfaction of an invoice

• Issue of unlisted options to Company Secretary

• Resignation of Company Secretary

• Change of business contact details

Northern Cobalt Ltd (Company) advises the following information regarding a number of administrative matters affecting the Company.

Issue of shares

The Company has issued 192,500 fully paid ordinary shares at 20 cents each in satisfaction of an invoice for contract services.

An Appendix 3B seeking quotation of these shares follows this announcement.

Issue of unlisted options

The board would like to thank Mr Jarek Kopias, Company Secretary and CFO, for his valuable contribution in supporting the recent listing on ASX. Consequently, the board has agreed to issue Mr Kopias (or nominee) 450,000 unlisted options with an exercise price of 25 cents and expiry of 21 March 2021 under the Company’s share option plan.

No options have been issued to Mr Kopias to date and consequently the board is seeking to align his remuneration with that of board members – options issued are on the same terms as those currently on issue to all directors.

The board will not be seeking shareholder approval for any further issues of securities at the upcoming AGM given the proximity of the IPO with appropriate incentives already established.

An Appendix 3B reflecting this issue follows this announcement.

Northern Cobalt Ltd ASX: N27

email us

northerncobalt.com.au

==> picture [143 x 75] intentionally omitted <==

Resignation of Company Secretary

Mr Jay Stephenson has resigned as Company Secretary of the Company as disclosed in the IPO Prospectus effective today. Mr Stephenson was instrumental in the Company’s recent successful ASX listing and the board thanks Mr Stephenson for his valuable contribution.

Change of business contact details

In accordance with Listing Rule 3.14, the Company’s office details will change as of 6 October 2017.

The Company’s contact details are listed below:

Registered office and principal place of business

67 Goodwood Road, Wayville South Australia 5034

Telephone

+61 8 7200 3137

Facsimile

not used

For further information please contact:

Michael Schwarz, Managing Director Northern Cobalt Ltd M: +61 402 101 790 E: mschwarz@northerncobalt.com.au

Northern Cobalt Ltd ASX: N27

email us

northerncobalt.com.au

==> picture [143 x 75] intentionally omitted <==

About Northern Cobalt Ltd

Northern Cobalt Ltd is an emerging resource company engaged in the acquisition, exploration and development of cobalt mineral projects. The company is led by an experienced and diverse board of directors and management team with proven success in corporate finance, operational management, engineering and exploration project management. Their combined experience and commitment provides Northern Cobalt with the tools to capitalise on the growing demands of the cobalt and energy storage markets

Cobalt Sector

Cobalt is an important metal used in the production of batteries and is favoured in end uses such as electric vehicles and mobile phones. The price of Cobalt has risen over 200% in the last 12 months (reference- www.infomine.com). Cobalt demand continues to be tipped as the driver for the cobalt sector as supply remains constrained

Northern Cobalt Ltd ASX: N27

email us

northerncobalt.com.au

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, 04/03/13

Name of entity

Northern Cobalt Limited

ABN

99 617 789 732

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 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)	1. Ordinary Shares 2. Unlisted options
	1. 192,500 2. 450,000
	1. Fully paid ordinary shares (N27). 2. Unlisted options with an exercise price of 25 cents each and expiry of 21 March 2021.

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4 Do the[+] securities rank equally 1. Yes in all respects from the[+] issue 2. No. The options will not rank date with an existing[+] class of equally with other securities on issue quoted[+] securities? and do not participate in dividends If the additional[+] securities do that may be declared by the company. The shares issued upon not rank equally, please state:  the date from which they do exercise of the unlisted options will  the extent to which they rank equally with all other shares on participate for the next issue. 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 1. 20 cents per share 2. Nil 6 Purpose of the issue 1. Payment in satisfaction of an (If issued as consideration for investor relations invoice the acquisition of assets, clearly 2. Officer remuneration identify those assets) 6a Is the entity an[+] eligible entity No 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

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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 7.1 – 5,144,125 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 6 October 2017 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. Number +Class 8 Number and +class of all 24,260,000 Fully paid ordinary +securities quoted on ASX shares (N27) ( including the +securities in section 2 if applicable) 10,533,750 Quoted options. Exercise price $0.20. Expiry 14 September 2019 (N27O)

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	Fully paid ordinary shares 3,000,000 8,510,000 11,510,00 Unlisted options 6,450,000 5,800,000 12,250,000 Performance Shares 9,600,000 3,575,000 13,175,000	Escrowed to 31 March 2018 Escrowed to 22 September 2019 Total shares Exercise price $0.25. Expiry 21 March 2021. 6,000,000 escrowed to 22 September 2019. Exercise price $0.25. Expiry 6 September 2021 escrowed to 22 September 2019. Total unlisted options Each performance share converts into one ordinary share upon meeting the performance milestone. All escrowed to 22 September 2019. Class A Performance Shares Class B Performance Shares Total Performance Shares

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

10 Dividend policy (in the case of a As per all other securities trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval Not applicable required? 12 Is the issue renounceable or nonrenounceable? 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? 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

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

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?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Issue date

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 7

04/03/2013

Appendix 3B New issue announcement

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 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)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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 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: 6 October 2017

Company secretary

Print name: Jaroslaw (Jarek) Kopias

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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 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

• Insert number of fully paid[+] ordinary 35,577,500 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: Nil • 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

• Subtract the number of fully paid[+] ordinary 0 securities cancelled during that 12 month period “A” 35,577,500

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 5,336,625

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

Insert number of[+] equity securities issued 192,500 shares issued on 6 October 2017 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

• “C” 192,500

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	5,336,625
Note: number must be same as shown in
Step 2
Subtract“C”	192,500
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	5,144,125
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

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” Not applicable 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

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”

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

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” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013