SANDFIRE RESOURCES LIMITED — Capital/Financing Update 2021

Mar 8, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

SANDFIRE RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday March 9, 2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +security code +Security description +securities to be issued SFR ORDINARY FULLY PAID 565,399

Proposed +issue date

Friday April 30, 2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 5

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

SANDFIRE RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

55105154185

1.3 ASX issuer code

SFR

1.4 The announcement is

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Tuesday March 9, 2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 5

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
Other (please specify in	Friday April 30, 2021	actual?	received/condition met?
comment section)		Estimated	No

Comments

The proposed issue of securities is for the acquisition of exploration properties in Botswana. Per the terms of executed license sale agreements, settlement and therefore the issue of securities, is conditional on a number of events including: receipt of ministerial consent for the transfer of the exploration licenses by the Botswana Minister of the Ministry of Minerals, Energy and Water Resources and approval of the acquisition of the exploration licenses by the Competition Authority of Botswana.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

SFR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

565,399

Proposed issue of securities

3 / 5

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Proposed issue of securities for the acquisition of exploration properties per the terms of executed sale agreements. The proposed number of securities to be issued has been calculated based on Sandfire's 10-day VWAP over the relevant periods. The exact number of securities will be calculated at settlement date, expected to occur no later than 30 April 2021.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

3,000,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

==> picture [9 x 8] intentionally omitted <==

Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Friday April 30, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

==> picture [8 x 8] intentionally omitted <==

Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

565,399

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

Proposed issue of securities

4 / 5

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Proposed issue of securities for the acquisition of exploration properties per the terms of executed sale agreements. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue

Proposed issue of securities

5 / 5