RESOLUTION MINERALS LTD — Capital/Financing Update 2018

Mar 20, 2018

ASX RELEASE 21 March 2018

ISSUE OF PLACEMENT SHARES

Northern Cobalt Limited (N27 or the Company) (ASX:N27) is pleased to announce that it has issued 8,568,674 fully paid ordinary shares as announced on 14 March 2018. The Company has issued the Shares to domestic and international professional and institutional investors under a share placement raising $2,999,035 (before costs).

Disclosure required under ASX Listing Rules 7.1A.4(b) and 3.10.5A

In relation to the Placement, and in accordance with ASX Listing Rules 7.1A.4(b) and 3.10.5A the Company makes the following disclosures:

(a) The Company has issued a total of 8,568,674 fully paid ordinary shares at 35 cents per share. Of the securities issued, 3,935,284 fully paid ordinary shares have been issued under Listing Rule 7.1A and the remaining 4,633,390 shares have been issued under the Company's 15% placement capacity under Listing Rule 7.1.

The securities issued under Listing Rule 7.1A result in the following dilution to existing holders of ordinary securities:

• Number of fully paid ordinary shares on issue prior to the placement of securities under LR 7.1A was 39,952,843.
• Number of fully paid ordinary shares on issue following this issue of securities under LR 7.1A will be 43,888,127 (a total of 48,521,517 including the issue under LR 7.1).
• Percentage of voting dilution following the issue under LR 7.1A is 10% (21.5% whereby the issue of shares under LR 7.1 is taken into account).
• (b) The Company has issued shares as a placement to sophisticated, professional and institutional investors. The issue has been made as a placement and not as a pro-rata issue or other type of issue in which existing shareholders would have been able to participate. This approach has been taken as it considered that the issue, being carried out as part of the Placement, is the most cost-efficient and expedient method available at the time for raising, at an appropriate price, the funds required

CAPITAL STRUCTURE

Ordinary Shares Issued 48.5M

Options Listed 7.0 M @ 20c Unlisted 12.3 M @ 25c Performance Shares Class A 9.6 M Class B 3.6 M

Last Capital Raise 21 Mar 2018 $3.0M @ 35c

BOARD

Len Dean - Chair Michael Schwarz - MD Duncan Chessell - Exec Dir Andrew Shearer - NED Jarek Kopias - Co Sec

WWW.NORTHERNCOBALT.COM.AU EMAIL US 67 GOODWOOD ROAD WAYVILLE SA 5034 AUSTRALIA

by the Company to achieve its objectives, given the funding certainty, strong investor enquiry and the pricing achieved under the Placement. Additionally, the Company has announced a Share Purchase Plan on 14 March 2018 in conjunction with this placement giving all shareholders the opportunity to participate in the Company's equity issue.

• (c) No underwriting arrangements were entered into in relation to the placement under Listing Rule 7.1A.
• (d) Fees of 6% of the total funds raised under the Placement are due to be paid.

An Appendix 3B seeking quotation of the shares is attached to this announcement.

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

Please sign up to our newsletter via our website for invitations to webinars and important announcements www.northerncobalt.com.au

Project Location

The Wollogorang Cobalt Project occurs in the far north-eastern corner of the Northern Territory, a mining friendly jurisdiction. The Project area is 180 km to the south-east of the population centre of Borroloola. The capital city of Darwin is 870 km to the north-west and the McArthur River Mine is approximately 150 km to the west-northwest.

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

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

Ordinary Shares

• 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)

8,568,674

Fully paid ordinary shares (N27).

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?	Yes
	If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	35 cents per share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	1.Further exploration at the WollogorangCobalt Project2.StudiesrelatingtothepotentialdevelopmentoftheStantonCobaltProject3.Exploration at the Company's newlyacquired Arunta Lithium & REE Project4.Assessment and acquisition of furtherbattery metals opportunities5.Working capital to enable the Companyto support its current operations.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?	Yes
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	24 November 2017
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	4,633,390

+ See chapter 19 for defined terms.

• See chapter 19 for defined terms.

• 6d Number of +securities issued with security holder approval under rule 7.1A 3,935,284
• 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)

Number	+Class

The shares were issued on 21 March 2018. The issue price was 35 cents per share and 75% of the 15 day VWAP prior to the date of the issue was 32.79 cents per share. The VWAP calculation has been sourced from the IRESS system.

Not applicable

7.1 – 669,536

7.1A – Nil

21 March 2018

Number	+Class
37,011,517	Fully paid ordinaryshares (N27)
6,950,907	Quotedoptions.Exercise price $0.20.Expiry 14 September2019 (N27O)

None

None

		Number	+Class
9	+classNumberandofall	Fully paid ordinary
	+securities not quoted on ASX	shares
	+securities(includingtheinsection 2 if applicable)	3,000,000	Escrowedto31March 2018
		8,510,000	Escrowedto22September 2019
		11,510,00	Total shares
		Unlisted options
		6,450,000	Exercise price $0.25.Expiry21March2021.6,000,000escrowedto22September 2019.
		5,800,000	Exercise price $0.25.Expiry 6 September2021 escrowed to 22September 2019.
		12,250,000	Totalunlistedoptions
		PerformanceShares	Eachperformanceshare converts intoone ordinary shareuponmeetingtheperformancemilestone.Allescrowedto22September 2019.
		9,600,000	Class A PerformanceShares
		3,575,000	Class B PerformanceShares
		13,175,000	Total PerformanceShares

+ See chapter 19 for defined terms.

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

Dividends are paid as authorised by directors.

Part 2 - Pro rata issue

• 11 Is security holder approval required? Not applicable
• 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

Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders selltheir entitlements in full througha broker?
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?

+ See chapter 19 for defined terms.

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.

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)

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: 21 March 2018

Company secretary

Print name: Jaroslaw (Jarek) Kopias == == == == ==

+ 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 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capitalStep 1: Calculate "A", the base figure from which the placementcapacity is calculated
Add the following:Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•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 itemsSubtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	3,582,843 ordinary shares issued between10 November 2017 and 23 February 2018,under listing rule 7.2, exception 4.192,500 issued on 6 October 2017 andapproved by shareholders on 24 November2017.0
"A"	39,352,843

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	5,902,926
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval under rule7.1 or rule 7.4Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•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	600,000 shares issued on 8 February 2018.4,633,390 shares issued on 21 March 2018under a share placement.
"C"	5,233,390
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	5,902,926
Note: number must be same as shown inStep 2
Subtract "C"	5,233,390
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	669,536
	[Note: this is the remaining placement

capacity under rule 7.1]

+ See chapter 19 for defined terms.

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"	39,352,843
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	3,935,284
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	3,935,284 shares issued on 21 March 2018under a share placement.
Notes:•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
"E"	3,935,284

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	3,935,284
Note: number must be same as shown inStep 2
Subtract "E"	3,935,284
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	0
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.