SANDFIRE RESOURCES LIMITED — Capital/Financing Update 2021

Sep 22, 2021

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23 September 2021

ASX Market Announcements Office

ASX Compliance Pty Ltd Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000

Dear Sir/Madam,

NOTICE UNDER SECTION 708AA(2)(F) OF THE CORPORATIONS ACT 2001 (CTH) AS MODIFIED BY ASIC INSTRUMENT 2016/84

This notice is given by Sandfire Resources Limited (ABN 55 105 154 185 23) (ASX: SFR) ( Sandfire ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as modified by Australian Securities and Investments Commission ( ASIC ) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ( Instrument 2016/84 ).

Where applicable, references in this notice to sections of the Corporations Act are to those sections as modified by Instrument 2016/84.

Sandfire announced on 23 September 2021 a fully underwritten capital raising via an institutional placement ( Placement ) and an accelerated non-renounceable pro rata entitlement offer ( Entitlement Offer ) (together, the Offer ) of one ordinary share in Sandfire ( Entitlement Shares ) for every ordinary share in Sandfire held as at 5.00pm Western Standard Time ( WST ) on Monday, 27 September 2021 to eligible shareholders with a registered address in Australia, New Zealand and any other permitted jurisdiction nominated by the Joint Lead Managers (as defined below) and agreed by the Company.

A Retail Offer Booklet for the Offer is expected to be dispatched to eligible retail shareholders on Thursday, 30 September 2021.

Sandfire advises that:

1. the Entitlement Shares will be offered for issue without disclosure to investors under Part 6D.2 of the Corporations Act;

2. this notice is being given under section 708AA(2)(f) of the Corporations Act as modified;

3. as at the date of this notice, Sandfire has complied with:

   • a. the provisions of Chapter 2M of the Corporations Act as they apply to Sandfire; and

   • b. section 674 of the Corporations Act as it applies to Sandfire;

4. as at the date of this notice, there is no ‘excluded information’ of the type referred to in section 708AA(8) or section 708AA(9) of the Corporations Act that is required to be set out in this notice under section 708AA(7) of the Corporations Act; and

5. the potential effect of the issue of Entitlement Shares pursuant to the Entitlement Offer on control of Sandfire and the consequences of that effect, will depend on a number of factors,

Sandfire Resources Ltd Level 2, 10 Kings Park Road West Perth WA 6005

PO Box 1495 T: +61 8 6430 3800 ABN 55 105 154 185 West Perth WA 6872 F: +61 8 6430 3849 www.sandfire.com.au

ASX: SFR

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including existing shareholdings and the extent to which eligible shareholders take up their entitlements.

1. Given (i) the structure of the Entitlement Offer as a pro-rata issue; and (ii) the current level of holdings of substantial holders (based on substantial holding notices that have been given to Sandfire and lodged with ASX on or prior to the date of this notice), the issue of Entitlement Shares under the Entitlement Offer is not expected to have any material effect or consequence on the control of Sandfire and it is not expected that any person will acquire voting power of 20% or more in Sandfire as a result of participating in, or underwriting, the Entitlement Offer. Specifically:

   • a. If all eligible shareholders take up their entitlements under the Entitlement Offer, then the Entitlement Offer will have no significant effect on the control of Sandfire.

   • b. If some eligible shareholders do not take up all of their entitlements under the Entitlement Offer, then other investors (including the Joint Lead Managers (as defined below)) will receive those shares and the interests of those eligible shareholders in Sandfire will be diluted.

   • c. The proportional interests of shareholders who are not eligible shareholders will be diluted because such shareholders are not entitled to participate in the Entitlement Offer.

   • d. The underwriting agreement pursuant to which Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832) and Macquarie Capital (Australia) Limited (ABN 79 123 199 548) (together, the Joint Lead Managers ) have agreed to underwrite the Entitlement Offer and the Placement on a 50/50 basis contains a provision which limits the obligations of a Joint Lead Manager to subscribe for shares where, were it to do so, it would result in a requirement on that Joint Lead Manager to notify the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth) or result in a breach of section 606 of the Corporations Act 2001 (Cth). Where a Joint Lead Manager relies on that provision, it is effectively only required to acquire a voting power of up to 19.9% but is still required to pay an amount equivalent to the subscription monies for those shares to Sandfire.

For any enquiries, please contact:

Matthew Fitzgerald

Chief Financial Officer and Company Secretary

This announcement was authorised for release to the ASX by the Board of Sandfire Resources Limited.

This announcement has been prepared for publication in Australia and may not be released or distributed to US wire services in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended ( US Securities Act ), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

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