S2 RESOURCES LTD — Share Issue/Capital Change 2019

Dec 2, 2019

ASX Announcement

3rd December 2019

ISSUE AND LAPSE OF OPTIONS

S2 Resources Ltd ("S2" or the "Company") advises of the following issues and lapses to options issued under the unlisted employee (ESOP) share option plan options as follows:

The following options were issued and the required information is included in the Appendix 3B attached:

• 400,000 ESOP 30 cent options

The following options have lapsed on their own terms:

• 400,000 ESOP 31 cent options expired 28th November 2019.

For further information, please contact:

Mark Bennett Anna Neuling +61 8 6166 0240 +61 8 6166 0240

Managing Director & CEO Executive Director & Company Secretary

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

Unlisted Options

• 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)

400,000 ESOP options

Pursuant to the DSOP, SPSOP and ESOP plans as disclosed in the 2018 Notice of AGM

Unlisted options with exercise price of \$0.30 and an expiry of 2/12/2023.

4	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?	On exercise of the unlisted options, the securities will rank equally with the fully paid ordinary shares
	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
5	Issue price or consideration	Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Unlisted ESOP options issued pursuant to the ESOP plans as disclosed in the 2018 Notice of AGM.
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?	Yes.
	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	12 November 2019
6c	Number of +securities issued without security holder approval under rule 7.1	Nil
6d	Number of +securities issued with security holder approval under 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

3 December 2019

		Number	+Class
8	+class Number and of all +securities quoted on ASX +securities (including the in section 2 if applicable)	247,915,179	Fully paid ordinary shares

		Number	+Class
9	+class Number and of all +securities not quoted on ASX +securities (including the in section 2 if applicable)	28,500,000	Options with an exercise price of \$0.31 and an expiry of 14/09/2019
		200,000	Options with an exercise price of \$0.31 and an expiry of 17/4/2020
		1,000,000	Options with an exercise price of \$0.35 and an expiry of 28/04/2020
		9,050,000	Options with an exercise price of \$0.61 and an expiry of 6/10/2020
		7,750,000	Options with an exercise price of \$0.23 and an expiry of 17/10/2021
		2,650,000	Options with an exercise price of \$0.23 and an expiry of 20/10/2021
		2,700,000	Options with an exercise price of \$0.14 and an expiry of 27/11/2022
		50,000	Options with an exercise price of \$0.11 and an expiry of 4/3/2023
		18,000,000	Options with an exercise price of \$0.30 and an expiry of 11/11/2023
		400,000	Options with an exercise price of \$0.30 and an expiry of 2/12/2023

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	Not applicable.
	+quotation is sought

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

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	Not applicable.
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)	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: 3 December 2019

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 placement capacity is calculated
Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	246,052,452
Add the following:
• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2	Nil
• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval	Nil
• Number of partly paid ordinary securities that became fully paid in that 12 month period	Nil
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 securities cancelled during that 12 month period	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 rule 7.1 that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:	Nil
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or rule 7.4
"C"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15	36,907,867
Note: number must be same as shown in Step 2
Subtract "C"	Nil
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	36,907,867
	[Note: this is the remaining placement capacity under rule 7.1]

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A"	246,052,452
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	24,605,245
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 Nil agreed to be issued in that 12 month period under rule 7.1A
"E"

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10	24,605,245
Note: number must be same as shown in Step 2
Subtract "E"	Nil
Note: number must be same as shown in Step 3
Total ["A" x 0.10] – "E"	24,605,245
	Note: this is the remaining placement capacity under rule 7.1A

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