SANDFIRE RESOURCES LIMITED — Capital/Financing Update 2019

Oct 9, 2019

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

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: 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 Class of +securities issued or to be issued +securities issued or to be issued securities issued or to be issued

1 +Class of +securities issued or to be issued Class of +securities issued or to be issued +securities issued or to be issued securities issued or to be issued Ordinary fully paid shares 2 Number of[+] securities issued or to be issued Approximately 18,451,735 (subject to rounding).[1] The (if known) or maximum number which may exact number of fully paid ordinary shares will be be issued confirmed on the implementation date of MOD Resources Limited’s scheme of arrangement which was first announced to ASX on 25 June 2019 ( Scheme )

• 3 Principal terms of the[+] securities (eg, if Shares issued on the same terms as existing ordinary options, exercise price and expiry date; if fully paid shares partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion).

1 The number of shares to be issued is based on the scenario where “Cash Elections” exceed the “Maximum Cash Consideration”, as outlined in the scheme booklet announced by MOD Resources Limited (ASX: MOD) and released on Sandfire’s ASX announcement platform (ASX: SFR) on 17 April 2019 ( Scheme Booklet ) and MOD’s ASX announcement titled “Update on Cash Elections from MOD shareholders” released on its ASX platform on 25 September 2019.

• See chapter 19 for defined terms.

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• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

Yes

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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? 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 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A 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	As set out in the Scheme Booklet, the shares are being issued in consideration for the transfer of MOD shares at a ratio of 0.0664 shares for every 1 MOD share held by MOD shareholders on the record date of the Scheme
	The shares will be issued pursuant to the Scheme and the issue of the shares remains subject to the implementation of the Scheme
	No
	N/A
	N/A
	N/A
	N/A
	Assuming successful implementation of the Scheme, approximately 18,451,735 ordinary shares (subject to rounding). The exact number of shares will be confirmed on the implementation date of the Scheme

• See chapter 19 for defined terms.

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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. N/A 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 N/A 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 26,543,830 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. Implementation date of the Scheme, which is proposed to be 23 October 2019 Number +Class 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable) 178,010,528 Ordinary fully paid shares (SFR). Number +Class 9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 375,755 225,542 157,749 Performance rights vesting not earlier than 1 July 2020. Performance rights vesting not earlier than 1 July 2021. Performance rights vesting not earlier than 1 July2022. 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) The Company does not have a dividend policy. Part 2 - Bonus issue or pro rata issue 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	N/A	N/A
	N/A
	26,543,830
	Implementation date of the Scheme, which is proposed to be 23 October 2019
	Number	+Class
	178,010,528	Ordinary fully paid shares (SFR).
	Number	+Class
	375,755 225,542 157,749	Performance rights vesting not earlier than 1 July 2020. Performance rights vesting not earlier than 1 July 2021. Performance rights vesting not earlier than 1 July2022.
	The Company does not have a dividend policy.

• See chapter 19 for defined terms.

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16	Will holdings on different registers (or	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
	offer 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?

31 How do security holders sell part of their

• See chapter 19 for defined terms.

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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 +Issue 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

• (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

39 +Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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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.

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 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: Matthew Fitzgerald

Date: 9 October 2019

Company Secretary

• See chapter 19 for defined terms.

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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 159,558,793 Add the following: 18,451,735 • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that 12 month period

• 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 “A” 178,010,528

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
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 157,749
agreed to be issued in that 12 month period
not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• 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
“C” 157,749
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 26,701,579
Note: number must be same as shown in
Step 2
Subtract “C” 157,749
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 26,543,830
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
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
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
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”
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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A