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RIEDEL RESOURCES LIMITED Capital/Financing Update 2017

Aug 1, 2017

65702_rns_2017-08-01_535f0f95-2075-4fd0-a652-5d7b745c21f6.pdf

Capital/Financing Update

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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

Riedel Resources Limited ('Company')

ARBN

91 143 042 222

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 Fully paid 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 (eg, 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)

93,571,495 shares pursuant to a 1 for 3 nonrenounceable pro rata rights issue

Fully paid ordinary shares issued at $0.015 each on the same terms as other ordinary shares currently on issue

4 Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities? Yes
If the additional securities do notrank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5 Issue price or consideration $0.015 per ordinary share
6 Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) Funds raised from the Fully Underwritten RightsIssuewillbeusedprimarilyforacceleratedexploration and development of the Cármenes highgrade cobalt-copper-nickel-gold project in Spain.The Company may also use part of the funds forworking capital purposes, should the need arise.
6a Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A? No
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 Nil
6c Number of +securities issuedwithout security holder approvalunder rule 7.1 Nil
6d Number of +securities issuedwith security holder approvalunder rule 7.1A Nil

+ See chapter 19 for defined terms.

6e Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting) Nil
6f Numberofsecuritiesissuedunder an exception in rule 7.2 93,571,495
6g If securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include theissuedateandbothvalues.Include the source of the VWAPcalculation. Not Applicable
6h If securities were issued underrule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncements Not Applicable
6i Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements Refer below
7 Dates of entering +securities intouncertificatedholdingsordespatch of certificates 30 August 2017
8 +classNumberandofall+securitiesquotedonASX(includingthesecuritiesinsection 2 if applicable) Number374,285,980 +ClassFullypaidordinaryshares
Number +Class
9 +classNumberandofall+securities not quoted on ASX 23,728,195 Options - expiry 31 December 2017, Ex Price$0.011
(includingthesecuritiesin
section 2 if applicable) 1,250,000 Options - expiry 31 January 2018, Ex Price$0.15
18,000,000 Options - expiry 11 March 2019, Ex Price$0.018
10 Dividend policy (in the case of atrust, distribution policy) on the N/A

Part 2 - Bonus issue or pro rata issue

increased capital (interests)

11 Issecurityholderapprovalrequired? No
12 Is the issue renounceable or nonrenounceable? Non-renounceable
13 Ratio in which the +securities willbe offered 1 new share for every 3 shares held
14 +Class of +securities to which theoffer relates Fully paid ordinary shares
15 +Recorddatetodetermineentitlements 8 August 2017
16 Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? No
17 Policy for deciding entitlementsin relation to fractions Rounded to the nearest whole number
18 Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments All countries other than Australia and New Zealandwhere it is determined that it would be unlawful tomake the offer
Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19 Closingdateforreceiptofacceptances or renunciations 21 August 2017

+ See chapter 19 for defined terms.

20 Names of any underwriters Oracle Securities Pty Ltd
21 Amount of any underwriting feeor commission $98,250 excluding GSTPayable by way of 9,113,049 fully paid ordinaryshares, subject to shareholder approval
22 Names of any brokers to the issue Oracle Securities Pty Ltd – lead manager
23 Fee or commission payable to thebroker to the issue Refer to item 21 above.
24 Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders Not applicable
25 If the issue is contingent on+security holders' approval, thedate of the meeting Not applicable
26 Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled 10 August 2017
27 If the entity has issued options,and the terms entitle optionholders to participate on exercise,the date on which notices will besent to option holders 3 August 2017
28 Date rights trading will begin (ifapplicable) Not applicable
29 Date rights trading will end (ifapplicable) Not applicable
30 How do +security holders selltheir entitlements in full througha broker? Not applicable
31 How do +security holders sell partof their entitlements through abrokerandacceptforthebalance? Not applicable

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

33 +Despatch date 30 August 2017

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) X 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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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

+ See chapter 19 for defined terms.

39 Class of +securities for which quotation is sought

40 Do the +securities rank equally in all respects from the date of allotment 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

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.

Sign here: Henko Vos Date: 2 August 2017 (Joint Company Secretary)

== == == == ==

+ 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 234,099,553
Add the following:Number of fully paid ordinarysecurities issued in that 12 monthperiod under an exception in rule 7.2Number of fully paid ordinarysecurities issued in that 12 monthperiod with shareholder approvalNumber of partly paid ordinarysecurities that became fully paid inthat 12 month periodNote:•Include only ordinary securities here –other classes of equity securitiescannot be added•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 asseparate line itemsSubtract the number of fully paid ordinarysecurities cancelled during that 12 month 10,000,000Nil
period"A" 244,099,553
Step 2: Calculate 15% of "A"
"B" 0.15[Note: this value cannot be changed]
Multiply "A" by 0.15 36,614,932
7.1 that has already been used Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued: 36,614,932
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 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 asseparate line items
"C" 36,614,932
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15Note: number must be same as shown inStep 2 36,614,932
Subtract "C"Note: number must be same as shown inStep 3 36,614,932
Total ["A" x 0.15] – "C" 0
[Note: this is the remaining placement capacityunder rule 7.1]

+ See chapter 19 for defined terms.

Part 2 (Not Applicable)

Rule 7.1A –Additional placement capacity for eligible entitiesNot Applicable
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
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 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
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 asseparate line items"E"

+ See chapter 19 for defined terms.

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

+ See chapter 19 for defined terms.