S2 RESOURCES LTD — Share Issue/Capital Change 2018

Mar 27, 2018

28 March 2018

The Manager Market Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

S2 Resources Limited (ASX Code: S2R) Notification under section 708A(5)(e) of the Corporations Act 2001 (Cth)

S2 Resources Limited (Company) gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

• 1. the Company has today issued 1,862,727 fully paid ordinary shares in relation to a Success Fee for services provided by Hartleys Ltd in respect of the sale of the Polar Bear project to Westgold Resources Ltd without disclosure to investors under Part 6D.2 of the Corporations Act; and
• 1. as at the date of this notice:
  • (a) the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company;
  • (b) the Company has complied with section 674 of the Corporations Act; and
  • (c) there is no "excluded information" within the meaning of sections 708A(7) and 708A(8) of the Corporations Act which is required to be disclosed under section 708A(6)(e) of the Corporations Act.

Yours sincerely

Anna Neuling Company Secretary and Executive Director

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

S2 Resources Limited (S2R)

ABN

18 606 128 090

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

1,862,727

• 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)

Same as existing fully paid ordinary shares

4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?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	Yes
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Issued to Hartleys in respect of SuccessFeefor the sale of S2 Resources Polar BearProject to Westgold Resources Ltd
6a	Is the entity an +eligible entitythathasobtainedsecurity	Yes.
	holder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, and
	comply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	17 October 2017
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Nil
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Nil.

• 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 Nil
• 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.

Nil

Not applicable.

Not applicable.

See Annexure 1

28 March 2018

		Number	+Class
8	+classNumberandofall	247,915,179	Fully paid ordinary
	+securitiesquotedonASX		shares
	+securities(includingthein
	section 2 if applicable)
		Number	+Class
9	+classNumberandofall	28,500,000	Optionswithan
	+securities not quoted on ASX		exercisepriceof
	+securities(includingthein		$0.31 and an expiry
	section 2 if applicable)		of 14/09/2019
		400,000	Optionswithan
			exercisepriceof
			$0.31 and an expiry
			of 23/10/2019
		400,000	Optionswithan
			exercisepriceof
			$0.31 and an expiry
			of 28/11/2019
		400,000	Optionswithan
			exercisepriceof
			$0.31 and an expiry
			of 17/04/2020
		1,000,000	Optionswithan
			exercisepriceof
			$0.35and an expiry
			of 28/04/2020
		9,150,000	Optionswithan
			exercisepriceof
			$0.61and an expiry
			of 6/10/2020
		7,750,000	Optionswithan
			exercisepriceof
			$0.23and an expiry
			of 17/10/2021
		3,400,000	Optionswithan
			exercisepriceof
			$0.23and an expiry
			of 20/10/2021

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

Not applicable.

Part 2 - Pro rata issue Not applicable

Part 3 - Quotation of securities Not applicable

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

Entities that have ticked box 34(b)

• 38 Number of +securities for which +quotation is sought Not applicable.
• 39 +Class of +securities for which quotation is sought Not applicable.

40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment	Not applicable.
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother +security, clearly identifythat other +security)	Not applicable.

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

Number	+Class
Not applicable.	Not applicable.

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.

(Company secretary)

Print name: Anna Neuling

Sign here: ..... ........ Date: 28 March 2018

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	246,052,452
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2	Nil
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval	Nil
•Number of partly paid ordinary securitiesthat became fully paid in that 12 monthperiod	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"	246,052,452

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	36,907,867
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that 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
"C"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	36,907,867
Note: number must be same as shown inStep 2
Subtract "C"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	36,907,867
	[Note: this is the remaining placementcapacity under rule 7.1]

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	246,052,452
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	24,605,245
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 7.1A	Nil
"E"

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	24,605,245
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"	24,605,245
	Note: this is the remaining placementcapacity under rule 7.1A

== == == == ==