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SANDFIRE RESOURCES LIMITED Capital/Financing Update 2007

Jul 8, 2007

65773_rns_2007-07-08_50f944bf-f349-43f7-95c8-3428bba8004b.pdf

Capital/Financing Update

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Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Name of entity SANDFIRE RESOURCES NL ABN 55 105 154 185

We (the entity) give ASX the following information.

Part 1 - All issues

1
Class of securities issued or to be
issued
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)
4
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
5
Issue price or consideration
Ordinary shares, paid to $0.0001 with $0.15
payable
430,000
Yes
$0.0001 per share

Sandfire Resources NL – Appendix 3B


6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering securities into
uncertificated holdings or despatch
of certificates
8
Number and class of all securities
quoted on ASX (including the
securities in clause 2 if applicable)
9
Number and class of all securities
not quoted on ASX (including the
securities in clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
The shares were issued to employees and
consultants who have continued to serve and
are currently serving the company as at 1 July
2007 as anticipated in an ASX release dated 11
July 2006.
The shares were issued to employees and
consultants who have continued to serve and
are currently serving the company as at 1 July
2007 as anticipated in an ASX release dated 11
July 2006.
9 July 2007
Number Class
SFR – 65,059,626
SFRCA – 11,102,652
Ordinary shares fully
paid
Ordinary shares partly
paid to $0.0001 with
15 centspayable
Number Class
SFRAM – 2,392,000
SFRAP – 525,000
SFRAS – 3,000,000
Options
exercisable
on
or
before
31.12.2008 at $0.25
per option
Options
exercisable
on or before 30.9.2008
at $0.20 per option
Options
exercisable
on or before 30.9.2011
at $0.50 per option
N/A

Sandfire Resources NL – Appendix 3B


Part 2 - Bonus issue or pro rata issue

NO ISSUES TO BE ADVISED

11 Is
security
holder
approval
required?
12 Is the issue renounceable or non-
renounceable?
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 issue 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

Sandfire Resources NL – Appendix 3B

_________
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee payable
to brokers who lodge acceptances
or renunciations on behalf of
+security holders
25
If the issue is contingent on
+security holders’ approval, the date
of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements_in full_
through a
broker?
31
How do+security holders sell_part_
of their entitlements through a
broker and accept for the balance?
32
How do+security holders dispose of
their entitlements (except by sale
through a broker)?
33
+Despatch date
___________

Sandfire Resources NL – Appendix 3B


Part 3 - Quotation of securities

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34 Type of securities
( tick one )
(a) Securities described in Part 1
(b) All other securities
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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

NO NEW CLASS OF SECURITIES BEING FORMED

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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
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Entities that have ticked box 34(b)

NOT REQUIRED TO BE COMPLETED

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38 Number of securities for which
+quotation is sought
39 Class of +securities for which
quotation is sought
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Sandfire Resources NL – Appendix 3B


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)

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

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.

  • 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

Sandfire Resources NL – Appendix 3B


737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided 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: Date: 9 July 2007

Print name: Greg Steemson – Managing Director