S2 RESOURCES LTD — Share Issue/Capital Change 2020

Nov 16, 2020

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Questionno	Question	Answer
1.1	*Name of entityWe (the entity here named) give notice of the issue,conversion or payment up of the following unquoted+securities.	S2 Resources Ltd
1.2	*Registration type and numberPlease supply your ABN, ARSN, ARBN, ACN oranother registration type and number (if you supplyanother registration type, please specify both the typeof registration and the registration number).	ABN 18 606 128 090
1.3	*ASX issuer code	S2R
1.4	*This announcement isTick whichever is applicable.	☒A new announcement☐An update/amendment to a previousannouncement☐A cancellation of a previousannouncement
1.4a	*Reason for updateMandatory only if "Update" ticked in Q1.4 above. Areason must be provided for an update.	N/A
1.4b	*Date of previous announcement to thisupdateMandatory only if "Update" ticked in Q1.4 above.	N/A
1.4c	*Reason for cancellationMandatory only if "Cancellation" ticked in Q1.4 above.	N/A
1.4d	*Date of previous announcement to thiscancellationMandatory only if "Cancellation" ticked in Q1.4 above.	N/A
1.5	*Date of this announcement	17 November 2020

Part 2 – Type of issue

QuestionNo.	Question	Answer
2.1	*The +securities the subject of thisnotification are:Select whichever item is applicable.If you wish to notify ASX of different types of issues ofsecurities, please complete a separate Appendix 3Gfor each type of issue.	☐ +Securities issued as a result of optionsbeing exercised or other +convertible+securities being converted and that arenot to be quoted on ASX☐ Partly paid +securities that have beenfully paid up and that are not to bequoted on ASX☒ +Securities issued under an +employeeincentive scheme that are not beingimmediately quoted on ASX☐ Other[please specify]If you have selected 'other' please provide thecircumstances of the issue here:
2.2a.1	Please state the number and type ofoptions that were exercised or other+convertible securities that were converted(including their ASX security code ifavailable)?Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX".	N/A
2.2a.2	And the date the options were exercised orother +convertible securities wereconverted:Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX".Note: If this occurred over a range of dates, enter thedate the last of the options was exercised orconvertible securities was converted.	N/A
2.2b.1	Please state the number and type of partlypaid +securities that were fully paid up(including their ASX security code ifavailable)?Answer this question if your response to Q2.1 is"partly paid securities that have been paid up and thatare not to be quoted on ASX".	N/A
2.2b.2	And the date the +securities were fully paidup:Answer this question if your response to Q2.1 is"partly paid securities that have been paid up and thatare not to be quoted on ASX".Note: If this occurred over a range of dates, enter thedate the last of the securities was fully paid up.	N/A

2.2c.1	Please state the number and type of+securities (including their ASX securitycode) issued under an +employeeincentive scheme that are not beingimmediately quoted on ASXAnswer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		••••	2,450,000 Employee Share OptionPlan options with an exercise priceof $0.38 and an expiry of 16November 2024400,000 Service Provider OptionPlan options with an exercise priceof $0.38 and an expiry of 16November 20244,500,000 Director Share OptionPlan options with an exercise priceof $0.38 and an expiry of 16November 2024
2.2c.2	*Please attach a document or providedetails of a URL link for a document lodgedwith ASX detailing the terms of the+employee incentive scheme or asummary of the terms.Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		df/43z30462h2h9hg.pdf	https://www.asx.com.au/asxpdf/20181009/p
2.2c.3	*Are any of these +securities being issuedto +key management personnel (KMP) oran +associateAnswer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		Yes
2.2c.3.a	*Provide details of the recipients and the number of +securities issued to each of them.Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that arenot being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the tablebelow for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of theKMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,insert the name of the associate in "Name of registered holder".
	Name of KMP	Name of registered holder		Number of +securities
	Mark Bennett	Elizabeth Catherine Bennett		2,000,000
	Anna Neuling	Pinvestment Pty Ltd asTrustee for Neuling FamilyTrust		1,500,000
	Jeff Dowling	Starwood Holdings Pty Ltdas Trustee for the JPDowling Family Trust		1,000,000

2.2d.1	*The purpose(s) for which the entity isissuing the +securities is:Answer this question if your response to Q2.1 is"Other".You may select one or more of the items in the list.	☐ To raise additional working capital☐ To fund the retirement of debt☐ To payfor the acquisition of an asset[provide details below]☐ To pay for services rendered[provide details below]☐ Other [provide details below]Additional details:
2.2d.2	Please provide any further informationneeded to understand the circumstances inwhich you are notifying the issue of these+securities to ASX, including (if applicable)why the issue of the +securities has notbeen previously announced to the marketin an Appendix 3BYou must answer this question if your response toQ2.1 is "Other". If there is no other information toprovide, please answer "Not applicable" or "N/A".	N/A
2.3	*The +securities being issued are:Tick whichever is applicable	☐ Additional +securities in an existingunquoted class that is already recordedby ASX ("existing class")☒ New +securities in an unquotedclassthat is not yet recorded by ASX ("newclass")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is "existing class".

QuestionNo.	Question	Answer
3A.1	*ASX security code & description	N/A
3A.2	*Number of +securities being issued	N/A
3A.3a	*Will the +securities being issued rankequally in all respects from their issue datewith the existing issued +securities in thatclass?	N/A
3A.3b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3A.3a is"No".	N/A
3A.3c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "Yes".	N/A
3A.3d	*Provide the estimated non-ranking endperiodAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "No".	N/A

3A.3e	*Please state the extent to which the+securities do not rank equally:	N/A
	•in relation to the next dividend,distribution or interest payment; or
	•for any other reason
	Answer this question if your response to Q3A.3a is"No".
	For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.

Part 3B – number and type of +securities being issued (new class)

QuestionNo.	Question	Answer
3B.1	*Security description	Options expiring 16 November 2024 at anexercise price of $0.38
3B.2	*Security typeSelect one item from the list that best describes thesecurities the subject of this form. This will determinemore detailed questions to be asked about the securitylater in this section. Select "ordinary fully or partly paidshares/units" for stapled securities or CDIs. For interestrate securities, please select the appropriate choicefrom either "Convertible debt securities" or "Nonconvertible debt securities". Select "Other" forperformance shares/units and performanceoptions/rights or if the selections available in the list donot appropriately describe the security being issued.	☐ Ordinary fully or partly paid shares/units☒ Options☐ +Convertible debt securities☐ Non-convertible +debt securities☐ Redeemable preference shares/units☐ Other
3B.3	ISIN codeAnswer this question if you are an entity incorporatedoutside Australia and you are issuing a new class ofsecurities other than CDIs. See also the note at the topof this form.	N/A
3B.4	*Number of +securities being issued	•2,450,000 Employee Share OptionPlan options•400,000 Service Provider OptionPlan options•4,500,000 Director Share OptionPlan options
3B.5a	*Will all the +securities issued in this classrank equally in all respects from the issuedate?	Yes
3B.5b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3B.5a is"No".	N/A
3B.5c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3B.5a is"No" and your response to Q3B.5b is "Yes".	N/A

Answer the questions in this part if your response to Q2.3 is "new class".

*Provide the estimated non-ranking end3B.5dN/AperiodAnswer this question if your response to Q3B.5a is"No" and your response to Q3B.5b is "No".3B.5e*Please state the extent to which theN/A+securities do not rank equally:•in relation to the next dividend,distribution or interest payment; or•for any other reasonAnswer this question if your response to Q3B.5a is"No".For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.Please attach a document or provide a URL3B.6•an exercise price of $0.38link for a document lodged with ASX setting•an expiry of 16 November 2024out the material terms of the +securities•vesting period of 1 year forbeing issuedemployee and service providerYou may cross reference a disclosure document, PDS,options, immediate vesting forinformation memorandum, investor presentation ordirector optionsother announcement with this information provided ithas been released to the ASX Market AnnouncementsPlatform.All other terms in line with the option plansas per link belowhttps://www.asx.com.au/asxpdf/20181009/pdf/43z30462h2h9hg.pdf3B.7Have you received confirmation from ASXNo – standard option termsthat the terms of the +securities areappropriate and equitable under listing rule6.1?Answer this question only if you are an ASX Listing.(ASX Foreign Exempt Listings and ASX Debt Listingsdo not have to answer this question).If your response is "No" and the securities have anyunusual terms, you should approach ASX as soon aspossible for confirmation under listing rule 6.1 that theterms are appropriate and equitable.3B.8aOrdinary fully or partly paid shares/units detailsAnswer the questions in this section if you selected this security type in your response to Question 3B.2.+Security currencyN/AThis is the currency in which the face amount of anissue is denominated. It will also typically be thecurrency in which distributions are declared.*Will there be CDIs issued over theN/A+securities?*CDI ratioN/AAnswer this question if you answered "Yes" to theprevious question. This is the ratio at which CDIs canbe transmuted into the underlying security (e.g. 4:1means 4 CDIs represent 1 underlying securitywhereas 1:4 means 1 CDI represents 4 underlyingsecurities).
	*Is it a partly paid class of +security?	N/A

	*Paid up amount: unpaid amount	N/A
	Answer this question if answered "Yes" to theprevious question.
	The paid up amount represents the amount ofapplication money and/or calls which have been paidon any security considered 'partly paid'
	The unpaid amount represents the unpaid or yet to becalled amount on any security considered 'partlypaid'.
	The amounts should be provided per the securitycurrency (e.g. if the security currency is AUD, then thepaid up and unpaid amount per security in AUD).
	*Is it a stapled +security?	N/A
	This is a security class that comprises a number ofordinary shares and/or ordinary units issued byseparate entities that are stapled together for thepurposes of trading.
3B.8b	Option details
	Answer the questions in this section if you selected this security type in your response to Question 3B.2.
	*+Security currency	AUD
	This is the currency in which the exercise price ispayable.
	*Exercise price	0.38
	The price at which each option can be exercised andconvert into the underlying security. If there is noexercise price please answer as $0.00.
	The exercise price should be provided per thesecurity currency (i.e. if the security currency is AUD,the exercise price should be expressed in AUD).
	*Expiry date	16 November 2024
	The date on which the options expire or terminate.
	*Details of the number and type of+security (including its ASX security code ifthe +security is quoted on or recorded byASX) that will be issued if an option isexercised	One fully paid ordinary share (ASX:S2R)
	For example, if the option can be exercised to receiveone fully paid ordinary share with ASX security codeABC, please insert "One fully paid ordinary share(ASX:ABC)".
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, or
	redeemable preference shares/unitsAnswer the questions in this section if you selected one of these security types in your response to Question3B.2.
	Debt and Hybrid Securities" for further information on certain terms used in this section	Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted
	*Type of +security	☐ Simple corporate bond
	Select one item from the list	☐ Non-convertible note or bond
		☐ Convertible note or bond
		☐ Preference share/unit
		☐ Capital note
		☐ Hybrid security
		☐ Other
	*+Security currency	N/A
	This is the currency in which the face value of thesecurity is denominated. It will also typically be thecurrency in which interest or distributions are paid.

Face value	N/A
This is the principal amount of each security.
The face value should be provided per the securitycurrency (i.e. if security currency is AUD, then theface value per security in AUD).
*Interest rate type	☐ Fixed rate
Select one item from the list	☐ Floating rate
Select the appropriate interest rate type per the termsof the security. Definitions for each type are provided	☐ Indexed rate
in the Guide to the Naming Conventions and Security	☐ Variable rate
Descriptions for ASX Quoted Debt and HybridSecurities	☐ Zero coupon/no interest
	☐ Other
Frequency of coupon/interest payments	☐Monthly
per year	☐ Quarterly
Select one item from the list.	☐ Semi-annual
	☐ Annual
	☐ No coupon/interest payments
	☐ Other
First interest payment date	N/A
A response is not required if you have selected "Nocoupon/interest payments" in response to thequestion above on the frequency of coupon/interestpayments
Interest rate per annum	% p.a.
Answer this question if the interest rate type is fixed.
*Is the interest rate per annum estimatedat this time?	N/A
Answer this question if the interest rate type is fixed.
If the interest rate per annum is estimated,then what is the date for this information tobe announced to the market (if known)	N/A
Answer this question if the interest rate type is fixedand your response to the previous question is "Yes".
Answer "Unknown" if the date is not known at thistime.
*Does the interest rate include a referencerate, base rate or market rate (e.g. BBSWor CPI)?	N/A
Answer this question if the interest rate type is floatingor indexed
*What is the reference rate, base rate ormarket rate?	N/A
Answer this question if the interest rate type is floatingor indexed and your response to the previousquestion is "Yes".
*Does the interest rate include a marginabove the reference rate, base rate or	N/A
market rate?
Answer this question if the interest rate type is floatingor indexed.

This appendix is not available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or

*What is the margin above the referencerate, base rate or market rate (expressedas a percent per annum)Answer this question if the interest rate type is floating	N/A
or indexed and your response to the previousquestion is "Yes".
*S128F of the Income Tax Assessment Actstatus applicable to the +securitySelect one item from the listFor financial products which are likely to give rise to apayment to which s128F of the Income TaxAssessment Act applies, ASX requests issuers toconfirm the s128F status of the security:•"s128F exempt" means interest payments are nottaxable to non-residents;•"Not s128F exempt" means interest payments aretaxable to non-residents;•"s128F exemption status unknown" means theissuer is unable to advise the status;•"Not applicable" means s128F is not applicable tothis security	☐ s128F exempt☐ Not s128F exempt☐ s128F exemption status unknown☐ Not applicable
*Is the +security perpetual (i.e. no maturitydate)?	N/A
*Maturity date	N/A
Answer this question if the security is not perpetual
*Select other features applicable to the+securityUp to 4 features can be selected. Further informationis available in the Guide to the Naming Conventionsand Security Descriptions for ASX Quoted Debt andHybrid Securities.	☐ Simple☐ Subordinated☐ Secured☐ Converting☐ Convertible☐ Transformable☐ Exchangeable☐ Cumulative☐ Non-Cumulative☐ Redeemable☐ Extendable☐ Reset☐ Step-Down☐ Step-Up☐ Stapled☐ None of the above
*Is there a first trigger date on which a rightof conversion, redemption, call or put canbe exercised (whichever is first)?	N/A
*If yes, what is the first trigger dateAnswer this question if your response to the previousquestion is "Yes".	N/A

Details of the number and type of +security(including its ASX security code if the+security is quoted on ASX) that will beissued if the securities to be quoted areconverted, transformed or exchanged	N/A
Answer this question if the security features include"converting", "convertible", "transformable" or"exchangeable".
For example, if the security can be converted into1,000 fully paid ordinary shares with ASX securitycode ABC, please insert "1,000 fully paid ordinaryshares (ASX:ABC)".

Part 4 – Issue details

QuestionNo.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue?Answer this question if your response to Q4.1 is"Yes".	17 November 2020
4.1b	*What is their proposed date of issue?Answer this question if your response to Q4.1 is "No".	N/A
4.2	*Are the +securities being issued for acash consideration?If the securities are being issued for nil cashconsideration, answer this question "No".	No
4.2a	*In what currency is the cash considerationbeing paidFor example, if the consideration is being paid inAustralian Dollars, state AUD.Answer this question if your response to Q4.2 is"Yes".	N/A
4.2b	*What is the issue price per +securityAnswer this question if your response to Q4.2 is "Yes"and by reference to the issue currency provided inyour response to Q4.2a.Note: you cannot enter a nil amount here. If thesecurities are being issued for nil cash consideration,answer Q4.2 as "No" and complete Q4.2c.	N/A
4.2c	Please describe the consideration beingprovided for the +securitiesAnswer this question if your response to Q4.2 is "No".	Services provided by consultants,employees and directors.
4.3	Any other information the entity wishes toprovide about the issue	None noted

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

5.1

	40,300,000
Options expiring 16 November 2024 at an exerciseprice of $0.38	7,350,000
Options expiring 4 October 2024 at an exercise priceof $0.39	2,000,000
Options expiring 26 August 2024 at an exercise priceof $0.30	200,000
Options expiring 2 December 2023 at an exerciseprice of $0.30	200,000
Options expiring 11 November 2023 at an exerciseprice of $0.30	18,000,000
Options expiring 4 March 2023 at an exercise price of$0.11	50,000
Options expiring 27 November 2022 at an exerciseprice of $0.14	2,400,000
Options expiring 20 October 2021 at an exercise priceof $0.23	2,350,000
Options expiring 17 October 2021 at an exercise priceof $0.23	7,750,000
*ASX security code and description	*Total number of +securities on issue

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is "+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX"; or
• your response to Q2.1 is "Other"

QuestionNo.	Question	Answer
6.1	*Are the securities being issued underListing Rule 7.2 exception 131 and thereforethe issue does not need any security holderapproval under Listing Rule 7.1?Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".	Yes in relation to employee options and200,000 service provider options
6.2	*Has the entity obtained, or is it obtaining,+security holder approval for the issueunder listing rule 7.1?Answer this question if the response to Q6.1 is "No".	Yes in relation 200,000 service provideroptions and the director options
6.2a	*Date of meeting or proposed meeting toapprove the issue under listing rule 7.1Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "Yes".	17 November 2020
6.2b	*Are any of the +securities being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "No".	No

1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

• (a) in the case of a scheme established before the entity was listed a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
• (b) the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
  • a summary of the terms of the scheme.
  • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
  • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
  • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

6.2b.1	*How many +securities are being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No",the response to Q6.2 is "No" and the response toQ6.2b is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure B to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1 to issuethat number of securities.	N/A
6.2c	*Are any of the +securities being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A (if applicable)?Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "No".	N/A
6.2c.1	*How many +securities are being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder listing rule 7.1A?Answer this question if the response to Q6.1 is "No",the response to Q6.2 is "No" and the response toQ6.2c is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure C to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1A toissue that number of securities.	N/A

Introduced 01/12/19; amended 31/01/20