SANDFIRE RESOURCES LIMITED — Capital/Financing Update 2009

Sep 29, 2009

Appendix 3B New issue announcement

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 and amendment

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003

Name	of entity	SANDFIRE RESOURCES NL	SANDFIRE RESOURCES NL
ABN	55 105	154 185

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 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	1. Unlisted Options 2. Shares
	1. 200,000 2. 360,000
	Options terms refer Annexure A. Shares rank pari passu
	Shares, yes Options, on date of exercise to fully paid shares.

• See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

5 Issue price or consideration 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)	Options – nil. Shares$0.15each	Options – nil. Shares$0.15each
	Options granted pursuant to the terms and conditions of an agreement, entitled Introducer’s Fee Agreement, between the Company and Premar Resources Pty Ltd dated 23 September 2009. Shares issued on conversion of contributingshares.
	30/9/2009
	Number	+Class
	95,728,831 11,402,616	Ordinary fully paid shares Ordinary contributing shares paid to$0.0001with$0.15 payable
	Number	+Class
	1,600,000 491,430 1,420,000 5,880,000 1,120,000 200,000	Options exercisable at $0.50 expiring 30/09/11 Options exercisable at $0.35 expiring 07/02/11 Options exercisable at $0.40 expiring 08/08/11 Options exercisable in three tranches at $0.60, $0.80 and $1.00 respectively expiring 12/07/13 Options exercisable at $1.40 expiring 06/07/2012 Options exercisable at $3 expiring 30 September 2012

10 Dividend policy (in the case of a The Company does not have a dividend policy. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

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 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?

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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

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)  Securities described in Part 1 – SHARES ONLY

• (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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

• 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)

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.

• 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: 30 September 2009 (company secretary) Print name: Jean Mathie

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

ANNEXURE A

SANDFIRE RESOURCES NL ABN 105 154 185 TERMS OPTIONS EXPIRING 30 SEPTEMBER 2012

EXERCISABLE AT $3.00 EACH

1. Each Option entitles the holder to one ordinary Share in the capital of the Company, deemed fully paid.

2. The Options are exercisable at any time after 12 months from the date of issue of the Options and prior to 5:00 pm on 30 September 2012 by completing an Option Exercise Form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company.

3. The exercise price of the Options is Three dollars (AUD3.00) per Option.

4. All Shares issued upon exercise of Options will rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of Options.

5. In the event of any reconstruction or reorganisation of capital (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, rights of the holders of the Options, the number of Options and/or the exercise price of the Options shall be changed to the extent necessary to comply with the Listing Rules applying to the reorganisation of capital at the time of the reorganisation.

6. Within 5 Business Days of receipt of a properly executed Notice and application monies in respect of the exercise of Options, the Company shall issue the resultant Shares and deliver notification of shareholdings.

7. The Company shall make application to ASX for quotation of Shares (issued pursuant to an exercise of Options) within 7 days of the date of issue.

8. Shares issued pursuant to an exercise of Options shall rank, from the date of issue, pari passu with the then existing Shares in all respects.

9. Options shall be non-transferable by the Holder.

10. Options shall not be quoted on ASX.

11. Holders may only participate in new issues of securities to holders of Shares if an Option has been exercised and Shares issued in respect of the Option before the record date for determining entitlements to the issue. The Company shall give notice to Holders (as required under the Listing Rules) of any new issue before the record date for determining entitlements to the issue.

12. If there is a bonus issue to the holders of Shares (Bonus Issue), the number of Shares over which an Option is exercisable will be increased by the number of Shares which a Holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus Shares shall be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue shall rank pari passu in all respects with the Shares on issue at the date of issue of the Bonus Shares.

13. If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency of, and prior to the exercise of, any Options, the exercise price of the Options shall be adjusted in the manner provided for in the Listing Rules.

If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, sub-division, cancellation, reduction or return of capital), the rights of Holders shall be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.