SANDFIRE RESOURCES LIMITED — Major Shareholding Notification 2011

Jul 10, 2011

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To: Company Name/Scheme	Whinnen Resources Limited
ACN/ARSN	123 511 017
1. Details of substantial holder (1) Name	Sandfire Resources NL
ACN/ARSN (if applicable)	105 154 185
The holder became a substantial holder on	08 07 11

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully Paid Ordinary Shares	43 500 000	43 500 000	17.39%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Sandfire Resources NL	Acquired pursuant to the terms of the Technical Services Agreement attached hereto as Annexure "A"	43,500,000 Ordinary Shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holders of relevant	Registered holder of	Person entitled to be	Class and number
interest	Securities	registered as a holder (8)	of securities
Sandfire Resources NL	Sandfire Resources NL	Sandfire Resources NL	43,500,000 Ordinary Shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four month s prior to the day that the substantial holder became a substantial holder became

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
Sandfire Resources NL	08/07/11	Cash	Non-cash	43,500,000 ordinary shares
		Pursuant to the terms of the Technical Services Agreement attached hereto as Annexure "A"	Pursuant to the terms of the Technical Services Agreement attached hereto as Annexure "A"

6. Associates

The reasons the person named in paragraph 3 above and associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Sandfire Resources NL	Level 1, 31 Ventnor Avenue, West Perth, W.A.

Signature

print name	Matthew Fitzgerald	capacity	Company Secretary
sign here		date

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant issues (eg. A corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• $(2)$ See the definition of "associate" in Section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out $(a)$ the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(b)$ any qualification of the power of a person to exercise, control the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
• $(8)$ If the substantial holder in unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown".
• $(9)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A to Form 603

This is Annexure "A" of 18 pages referred to in Form 603 (Notice of Initial Substantial Shareholder)

Mure Signed

Matthew Pitzgerald Company Secretary Sandfire Resources NL

Annexure A

Technical Services Agreement

Whinnen Resources Limited Company

Sandfire Resources NL Contractor

The Clayton Utz contact for this document is Mark Paganin on + 61 8 9426 8000

Clayton Utz Layton D2

Lawyers

QV.1 250 St George's Terrace Perth WA 6000 Australia

GPO Box P1214 Perth WA 6844

T + 61 8 9426 8000 F + 61 8 9481 3095

www.claytonutz.com

Annexure A

Contents

1.	Definitions and interpretation
	1.1 1.2 1.3	Definitions Interpretation Headings
2.		Provision of technical support
3.	Conditions Precedent
	3.1 3.2	Conditions End Date
$\mathbf{4}$		Term
5.		Consideration
6.		Completion
	6.1 6.2	Time and place for Completion Issue of Consideration Securities
7.		Obligations following Completion
8.		Escrow
	8.1 8.2	Acknowledgement Undertaking
9.		Non-Dilutionary Right
10.		Right to nominate directors
11.		Right of first refusal
12.		Warranties
	12.1 12.2 12.3 12.4 12.5	Contractor Warranties Company Warranties Reliance Indemnity for breach of Contractor Warranty Indemnity for breach of Company Warranty
13.		General
	13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12 13.13	Further acts and documents Notices Expenses Stamp duties Governing law Jurisdiction Assignment Amendments Severance Waiver Consents Counterparts lndemnities

Annexive A

Technical Services Agreement made on 27 MAY 2011

Whinnen Resources Limited ACN 123 511 017 of Level 2, 38 Richardson Parties Street, West Perth, Western Australia (Company)

Sandfire Resources NL ACN 105 154 185 of Level 2, 31 Ventnor Ave, West Perth, Western Australia 6005 (Contractor)

Background

• The Company is a Western Australian based mineral exploration company. The Company A. proposes to acquire 100% of the shares on issue in the capital of Mystic Sands Pty Ltd ACN 130 070 389 (Mystic), a company incorporated in Australia which, through a wholly-owned subsidiary, owns a minerals exploration project with a focus on gold, silver and copper, in the Atacama mining region of northern Chile (Proposed Acquisition).
• Completion of the Proposed Acquisition is conditional upon certain matters including the B. execution of this Technical Services Agreement with the Contractor (Agreement).
• The Contractor is experienced in the provision of certain services which the parties agree will C. be of benefit to the Company.
• The Contractor intends to provide technical support to the Company in relation to the Projects. D.

Operative provisions

$\mathbf{1}$ Definitions and interpretation

$1.1$ Definitions

In this document:

Acquisition means the acquisition of all of the issued shares in Mystic by the Company.

Agreement means this deed as amended from time to time.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691.

Authority to Mine means a valid and enforceable governmental and, if applicable, other authority, to legally mine Product following the grant of all necessary licences, authorisations, approvals and consents.

Board means the board of directors of the Company.

Board Representation Right has the meaning given in clause 10(a).

Business Day means a day which is not a Saturday, Sunday or public holiday in Western Australia.

Commencement Date means the date of this Agreement.

Commercial Production means the production of a sufficient quantity of Product through Mining Operations to sustain the economic viability (as determined by the Company in its sole and absolute discretion) of those Mining Operations.

Annexure A

Company Warranties means the warranties set out in clause 12.2 given by the Company in favour of the Contractor.

Completion means completion of the issue of the Consideration Securities under this Agreement in accordance with clause 6.

Contractor Board Nominees has the meaning given in clause 10(a).

Contractor Quota Offer has the meaning given in clause 11(a).

Contractor Warranties means the warranties set out in clause 12.1 given by the Contractor in favour of the Company.

Consideration Securities means the Consideration Shares and the Consideration Options.

Consideration Shares means 17,000,000 Shares.

Consideration Options means 14,500,000 Options.

Corporations Act means the Corporations Act 2001 (Cth).

Equity Securities has the meaning given in the ASX Listing Rules.

Indemnified Losses means, in relation to any fact, matter or circumstance, all losses, costs, charges, damages, expenses and other liabilities arising out of or in connection with that fact, matter or circumstance including all legal and other professional expenses on a solicitor-client basis incurred in connection with investigating, disputing, defending or settling any claim, action, demand or proceeding relating to that fact, matter or circumstance (including any claim, action, demand or proceeding based on the terms of this agreement).

Independent Expert means an independent expert to be appointed by mutual agreement between the Company and the Contractor or failing agreement by the President of the Law Society of Western Australia.

Minimum Shareholding means at least 10% of the Shares on issue.

Mining Operations means commercial mining operations at a Project under an Authority to Mine to produce Product and all activities necessary, expedient, conducive or incidental thereto including, without limitation:

• the location, opening, development and operation of mines; and $(a)$
• the mining, weighing, sampling, assaying, extraction, crushing, refining, treatment, $(b)$ marketing, sale, transportation, handling, storage, loading and delivery of that product.

Non-Dilutionary Right has the meaning given in clause 9(a).

Option means an option to acquire a Share with an exercise price of \$0.20 and an expiry date of 30 April 2014.

Participation Exception means:

• an issue of Shares as a result of the exercise of the Consideration Options; $(a)$
• $(b)$ an issue of Shares as consideration for the acquisition of any asset, including an interest in any joint venture (except where such issue or payment would result in the Contractor holding less than the Minimum Shareholding);

Annexure A

• $(c)$ an issue of Shares or other Equity Securities to employees, officers, consultants or directors of the Company pursuant to a compensation or incentive scheme established and disclosed to ASX at any time or times, or an issue of Shares or other Equity Securities to directors or other officers approved by the Company's shareholders at any time or times; or
• $(d)$ an issue of Shares under a dividend reinvestment plan or bonus share plan of the Company which does not exclude participation by the Contractor.

Placement means the issue of Shares at \$0.07 per Share to sophisticated investors (as that term is defined in section 708(8) of the Corporations Act) to raise approximately \$7.28 million.

Projects means current or future exploration and mining titles or tenements held by the Company or its related bodies corporate (including any titles or tenements granted in substitution, conversion or replacement thereof).

Product means all minerals derived from the Projects.

Production Year means the initial period commencing on the date of the commencement of Commercial Production and ending on the following 31 December and thereafter, each consecutive period of 12 consecutive months from 1 January in each year (or part thereof, as applicable) during the Rights Period.

Proposed Equity Offer has the meaning given in clause 9(a).

Regulatory Authority means:

• any government or local authority and any department, minister or agency of any $(a)$ government; and
• $(b)$ any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation.

Revised Offer has the meaning given in clause $11(e)(ii)$ .

Revised Offer Notice has the meaning given in clause $11(e)(i)$ .

Rights Period means the continuous period from the date on which the Contractor is issued the Consideration Securities to the date 6 months after the Contractor ceases to be the registered holder of the Minimum Shareholding for a consecutive period of 10 ASX trading days.

Share means a fully paid ordinary share in the capital of the Company.

Term means the term of this Agreement as determined by reference to clause 4.

$1.2$ Interpretation

In this Agreement, unless the contrary intention appears:

• headings and underlinings are for convenience only and do not affect the $(a)$ interpretation of this Agreement;
• $(b)$ words importing the singular include the plural and vice versa;
• words importing a gender include any gender; $(c)$

Annexure A

(d)	an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Regulatory Authority;
(e)	a reference to any thing includes a part of that thing;
(f)	a reference to a part, clause, party, annexure, exhibit or schedule is a reference to a part and clause of and a party, annexure exhibit and schedule to, this Agreement;
(g)	a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
(h)	a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;
(i)	a reference to a party to a document includes that party's successors and permitted assigns;
(i)	where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day;
(k)	the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
(1)	no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it;
(m)	a covenant or agreement on the part of 2 or more persons binds them jointly and severally;
(n)	a reference to an agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

• a reference to an asset includes all property of any nature, including a business and $(o)$ all rights, revenue and benefits;
• a reference to a document includes any agreement in writing or any certificate, $(p)$ notice, instrument or other document of any kind; and
• a reference to dollars is a reference to Australian dollars. $(q)$

$1.3$ Headings

Headings are for ease of reference only and do not affect interpretation.

$2.$ Provision of technical support

• $(a)$ The Contractor, from the Commencement Date for a period of 2 years only, intends to provide technical support to the Company as the Company may from time to time request and as the Contractor may be able to provide.
• The Contractor acknowledges that the Company may engage the services or $(b)$ assistance of other persons for any of the purposes referred to in clause $1.1(a)$ .

$A_{nnew}$ A

$(c)$ The Company acknowledges that entry into this Agreement and provision of technical support thereto do not preclude the Contractor from pursuing other opportunities independently of the Company in South America or elsewhere in the world that it considers may add value to the Contractor's shareholders.

Conditions Precedent $\overline{3}$

$3.1$ Conditions

This agreement is subject to, and conditional upon, each of the following conditions precedent being either satisfied or waived by the Company or the Contractor:

• $(a)$ (Completion of the Acquisition): all conditions precedent to the Acquisition have been satisfied, and completion of the Acquisition has occurred in accordance with the share sale agreement between the Company and the shareholders of Mystic entered into on or about the date of this Agreement;
• $(b)$ (Participation in Placement): the Contractor has given a legally binding commitment to the Company to subscribe for 26.5 million Shares at an issue price of \$0.07 as part of the Placement and the Company has given an irrevocable commitment to issue those Shares to the Contractor or its nominee.
• $(c)$ (Approval for quotation of securities): ASX has provided written confirmation that, subject to Completion occurring, it will approve the quotation of the Consideration Shares subject to any standard conditions required by ASX;
• $(d)$ (Waiver): the Company has obtained from ASX a waiver of ASX Listing Rule 6.18 in respect of the Non-Dilutionary Right being granted to the Contractor and the allotment and issue of Shares pursuant to the Non-Dilutionary Right; and
• $(e)$ (Cleansing Statement): none of the following events occur prior to Completion:
• $(i)$ ASIC issues a written determination under section 708A(2) of the Corporations Act in respect of the Company;
• $(ii)$ the Consideration Securities are not in a class of securities that were quoted securities (as defined in section 9 of the Corporations Act) at all times in the 3 months before Completion;
• $(iii)$ trading in the Shares on the ASX was suspended for more than a total of 5 days during the period of 12 months before Completion;
• $(iv)$ an exception under section 111AS or 111AT of the Corporations Act covered the Company or any director or auditor of the Company at any time during the period of 12 months before Completion; or
• $(v)$ an order under section 340 or 341 covered the Company or any director or auditor of the Company at any time during the period of 12 months before Completion.

Clause 3.1(a), 3.1(b) and 3.1(e) are for the benefit of the Company and may only be waived by the Company giving notice in writing to the Contractor. Clause (d) is for the sole benefit of the Contractor and may only be waived by the Contractor giving notice in writing to the Company.

Annexue A

$3.2$ End Date

If any condition precedent set out in clause 3.1 is not satisfied or waived by 31 August 2011 this Agreement will automatically terminate without the need for any further action on the part of the Company or Contractor.

$\blacktriangle$ Term

This Agreement shall commence on the Commencement Date and, subject as otherwise provided herein, shall continue for the duration of the Rights Period.

5. Consideration

In consideration for technical services provided by the Contractor to the Company prior to the date of this Agreement, the Company will issue the Consideration Securities to the Contractor.

$6.$ Completion

$6.1$ Time and place for Completion

Completion must take place at Clayton Utz, Level 27, 250 St George's Terrace, Perth, Western Australia at 10.00 am on the date which is 1 Business Day after the satisfaction or waiver of the last of the Conditions Precedent or at any other place, date or time as the Contractor and the Company agree in writing.

$6.2$ Issue of Consideration Securities

At Completion the Company must issue to the Contractor the Consideration Securities and arrange provision of holding statements for the Consideration Securities to the Contractor.

$\overline{7}$ . Obligations following Completion

As soon as is practicable following Completion the Company must:

• apply for quotation of the Consideration Securities in accordance with the ASX $(a)$ Listing Rules; and
• $(b)$ in accordance with section 708A(6) of the Corporations Act, lodge an announcement with ASX pursuant to and in compliance with section 708A(6) of the Corporations Act (Cleansing Statement) within 5 Business Days of the issue of the Consideration Securities or, if the Company is unable to comply with each of the obligations required to issue a Cleansing Statement, lodge a disclosure document issued by the Company complying with part 6D.2 of the Corporations Act (Cleansing Prospectus) within 5 Business Days of the issue of the Consideration Securities.

8. Escrow

$8.1$ Acknowledgement

The Contractor acknowledges and agrees that some or all of the Consideration Securities may be classified as "restricted securities" within the meaning of the ASX Listing Rules and be required to be held in escrow for the period of time stipulated by ASX.

Annexur A

8.2 Undertaking

• $(a)$ The Contractor undertakes to do all things necessary to fulfil all requirements of ASX relating to any of the Consideration Securities classified as restricted securities promptly upon request by the Company, including without limitation the prompt execution and delivery to the Company of a restriction agreement in respect of such Consideration Securities in a form acceptable to the Company acting reasonably.
• $(b)$ The Company undertakes that it will:
• $(i)$ not make any application or representation in relation to the escrow of the Consideration Securities as restricted securities without the Contractor's prior approval; and
• $(ii)$ upon the Contractor's request, make applications to the ASX on behalf of the Contractor in relation to the application of escrow restrictions to the Consideration Securities.

9. Non-Dilutionary Right

• $(a)$ Subject to clause 9(d), during the Rights Period, and subject to compliance with all applicable laws and the ASX Listing Rules (including, where necessary any waiver of the ASX Listing Rules or the seeking of Shareholder approval if required), the Contractor will have a right to participate (Non-Dilutionary Right) in any proposed offer of Equity Securities (including, but not limited to, Equity Securities convertible into Shares, whether at the option of the issuer or the holder) (Proposed Equity Offer).
• $(b)$ The Company must give written notice (Offer Notice) to the Contractor cach time a Proposed Equity Offer is contemplated.
• $(c)$ The Offer Notice must specify the terms and conditions of the Proposed Equity Offer, including:
• $(i)$ the total number of Equity Securities which are being offered (Offered Securities);
• $(ii)$ the rights, privileges, restrictions, terms and conditions of the Offered Securities:
• $(iii)$ the consideration for each Offered Security; and
• $(iv)$ the closing date for the proposed offering, which closing date may not be earlier than 5 days from the date the Offer Notice is delivered to the Contractor.
• $(d)$ Except where acceptance of a Proposed Equity Offer results in a Participation Exception, the Company must ensure that the Contractor may participate in the Proposed Equity Offer by making an offer for the issue to the Contractor of the number of Equity Securities required to enable the Contractor to maintain, on completion of the Proposed Equity Offer, the percentage shareholding that the Contractor held prior to that completion, on the same terms and conditions as offers of Equity Securities are made to other persons pursuant to the Proposed Equity Offer.
• $(e)$ In the event that acceptance of a Proposed Equity Offer results in a Participation Exception, the Company will offer, on an annual basis and subject to compliance

Annexure A

with all applicable laws and the ASX Listing Rules (including seeking Company shareholder approval if required), such number of Shares to the Contractor as are required to enable the Contractor to maintain, on completion of the Proposed Equity Offer, the percentage shareholding that the Contractor held prior to that completion, on commercial arm's length terms.

$10₁$ Right to nominate directors

• $(a)$ During the Rights Period, the Contractor will have a right to have up to 2 directors (Contractor Board Nominees) appointed to the board of the Company pursuant to this Agreement (Board Representation Right).
• $(b)$ Upon receiving notice that the Contractor wishes to exercise its right to nominate a Contractor Board Nominee to the Company Board under clause 10(a), the Company must ensure that the Company Board appoints (at a duly convened meeting of the Company Board) the Contractor Board Nominee as a casual or additional director on the Company Board until the next annual general meeting of the Company.
• $(c)$ The Contractor must procure that the Contractor Board Nominees, if any, resign as directors of the Company with effect on and from the end of the Rights Period.

11. Right of first refusal

• $(a)$ During each Production Year of the Rights Period, the Company must, subject to compliance with all applicable laws and the ASX Listing Rules, offer 70% of all Product produced during that Production Year (Contractor Quota) to the Contractor for purchase on commercial arm's length terms, before offering it for purchase to any other person who is not a party to this Agreement.
• $(b)$ At least one calendar month prior to the start of each Production Year, the Company must give the Contractor notice of:
• the quantity of Product likely to be produced during that Production $(i)$ Year:
• the anticipated rate at which the Product is likely to be produced and $(ii)$ available for sale to the Contractor under this clause 11;
• $(iii)$ specifications and the price of the Contractor Quota;
• $(iv)$ an offer to purchase the Contractor Quota; and
• $(v)$ any other terms of the sale of the Contractor Quota,

all of which must be on commercial arm's length terms (Offer Notice).

• $(c)$ Subject to clauses 11(d) and 11(e), the Contractor has a period of 20 Business Days to accept or reject the offer specified in the Offer Notice (Contractor Quota Offer), commencing from the date of receipt of the Offer Notice.
• $(d)$ If the Contractor believes that any term of the Contractor Quota Offer or the Offer Notice is not on commercial arm's length terms the Contractor may, within 5 Business Days of receiving the Contractor Quota Offer, refer the matter to the Independent Expert for final determination (including alternative terms or range of terms for any terms which the Independent Expert determines to be not on commercial arm's length terms) in the shortest possible time and in any event within 10 Business Days after the date of the referral.

Annexure A

• $(e)$ In the event that the Independent Expert determines that the terms of the Contractor Quota Offer are not on commercial arm's length terms:
• $(i)$ the Company must give the Contractor notice of a revised offer (Revised Offer Notice) to the Contractor to reflect terms that are determined by the Independent Expert to be on commercial arm's length terms; and
• $(ii)$ the Contractor has a period of 5 Business Days to accept or reject the offer specified in the Revised Offer Notice (Revised Offer), commencing on the date of the receipt of the Revised Offer Notice.
• $(f)$ The cost of any Independent Expert to which a matter is referred under clause 11(d) must be shared equally between the Contractor and the Company.
• $(g)$ If the Contractor does not:
• accept the Contractor Quota Offer or respond to the Contractor Quota $(i)$ Offer within the time period specified in clause 11(c) above; or
• accept the Revised Offer or respond to the Revised Offer within the time $(ii)$ period specified in clause 11(c)(ii) above,

the Company may offer the Contractor Quota for purchase to any other person on terms which are no more favourable to that person than those set out in the Offer Notice or the Revised Offer Notice (if applicable).

• For the avoidance of any doubt, this clause 11 does not oblige the Contractor to $(h)$ accept the terms of any Contractor Quota Offer or Revised Offer.
• The parties agree that the Company may satisfy its obligations under this clause 11 $(i)$ by entering a life-of-mine off-take agreement with the Contractor on commercial arm's length terms.
• To ensure the Contractor Quota Offer is made on commercial arm's length terms $(i)$ and any off-take agreement entered by the parties as a result of the Contractor Quota Offer is entered on commercial arm's length terms, the parties agree that no Contractor Board Nominee may participate in any discussions relating to any Contractor Quota Offer.
• The Company and the Contractor undertake to take all steps and do all things, $(k)$ including as reasonably requested by the Contractor, to give unconditional effect to the parties intention under this clause being that the Company is to offer the Contractor the right but not the obligation to purchase 70% of all Product on commercial arm's length terms. These steps may include seeking Company shareholder approval or obtaining a waiver from the ASX in relation to the application of ASX Listing Rule 10.1.

$12.$ Warranties

$12.1$ Contractor Warranties

The Contractor warrants to the Company that:

it has full capacity and authority and all the necessary rights, licences, permits and $(a)$ consents to enter into and perform the terms of this Agreement;

Annexur A

• upon being registered as the holder of the Consideration Shares, it will be bound by $(b)$ the Company's constitution;
• $(c)$ it is a person to whom an offer and issue of Shares can be made without disclosure as a result of sub-sections $708(8)$ , (10) or (11) of the Corporations Act; and
• $(d)$ it is a person to whom the Shares can lawfully be offered pursuant to this Agreement under all applicable laws, including laws applicable in the Contractor's place of residence, and to whom Shares can be lawfully issued without causing the Purchaser to breach any applicable laws.

$12.2$ Company Warranties

The Company represents to the Contractor that as at the date of execution of this Agreement and as at the time immediately prior to Completion:

• except for the satisfaction or waiver of the conditions precedent in clause 3 and the $(a)$ admission of the Shares forming part of the Consideration Securities to quotation on ASX, there is no restriction on the allotment and issue of the Consideration Securities to the Contractor:
• $(b)$ the Consideration Securities will, once issued, rank pari passu with all other Shares and Options (as applicable);
• the Shares forming part of the Consideration Securities are in a class of securities $(c)$ that were quoted securities at all times since the date that is 12 months before the date of Completion;
• $(d)$ when the Cleansing Statement is issued by the Company pursuant to clause 7(b), trading in that class of securities on ASX will not have been suspended for more than a total of 5 days since the date that is 12 months before the date of Completion;
• $(e)$ when the Cleansing Statement is issued by the Company pursuant to clause 7(b) or if the Company issues a Cleansing Prospectus pursuant to clause 7(b) in accordance with section 713 of the Corporations Act, no exemption under section 111AS or 111AT of the Corporations Act covered the Company, or any person as director or auditor of the Company, at any time in the previous 12 months;
• $(f)$ when the Cleansing Statement is issued by the Company pursuant to clause 7(b) or if the Company issues a Cleansing Prospectus pursuant to clause 7(b) in accordance with section 713 of the Corporations Act, no order under section 340 or 341 of the Corporations Act covered the Company, or any person as director or auditor of the Company, at any time in the previous 12 months;
• $(g)$ following completion of the Acquisition and the Placement, the Company's issued capital will be as follows:
• 250,085,003 Shares; $(i)$
• 3,725,000 options to acquire a Share with an exercise price of \$0.35 and $(ii)$ an expiry date of 19 April 2012;
• $(iii)$ 3,725,000 options to acquire a Share with an exercise price of \$0.40 and an expiry date of 19 April 2012;
• 61,642,502 options to acquire a Share with an exercise price of \$0.20 $(iv)$ and an expiry date of 30 April 2013; and

$(v)$ 29,950,000 Options.

$12.3$ Reliance

The parties acknowledge that each party has entered into this Agreement in reliance on the other party's Warranties.

Annex ure A

$12.4$ Indemnity for breach of Contractor Warranty

Without limiting any other remedy available to the Company, the Contractor must pay to the Company on demand:

• $(a)$ the amount of any Indemnified Loss suffered or incurred by the Company arising out of or in connection with the breach of any Contractor Warranty; and
• an amount equal to any additional tax assessable on the Company arising out of or $(b)$ in connection with its receipt of a payment under this clause 12.4 or otherwise in respect of the breach of a Contractor Warranty.

$12.5$ Indemnity for breach of Company Warranty

Without limiting any other remedy available to the Contractor, the Company must pay to the Contractor on demand:

• $(a)$ the amount of any Indemnified Loss suffered or incurred by the Contractor arising out of or in connection with the breach of any Company Warranty; and
• $(b)$ an amount equal to any additional tax assessable on the Contractor arising out of or in connection with its receipt of a payment under this clause 12.4 or otherwise in respect of the breach of a Company Warranty.

$13.$ General

$13.1$ Further acts and documents

Each party must promptly do all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by another party to give effect to this Agreement.

$13.2$ Notices

Each communication (including each notice, consent, approval, request and demand) under or in connection with this Agreement:

• $(a)$ must be in writing;
• $(b)$ must be addressed as follows (or as otherwise notified by that party to each other party from time to time):

Annexure A

Company

Name:	Whinnen Resources Limited
Address:	Level 2, 38 Richardson Street, West Perth, Western Australia 6005
Fax:	$(08)$ 9322 6398
For the attention of:	Managing Director
Contractors
Name:	Sandfire Resources NL
Address:	Level 2, 31 Ventnor Ave, West Perth, Western Australia 6005
Fax:	(08) 6430 3849

Managing Director

• $(c)$ must be signed by the party making it or (on that party's behalf) by the solicitor for, or any attorney, director, secretary or authorised agent of, that party;
• $(d)$ must be delivered by hand or posted by prepaid post to the address, or sent by fax to the number, of the addressee, in accordance with clause 13.2(b); and
• $(e)$ is taken to be received by the addressee:

For the attention of:

• $(i)$ (in the case of prepaid post) on the third day after the date of posting;
• $(ii)$ (in the case of fax) at the time in the place to which it is sent equivalent to the time shown on the transmission confirmation report produced by the fax machine from which it was sent; and
• $(iii)$ (in the case of delivery by hand) on delivery,

but if the communication is taken to be received on a day that is not a working day or after 5.00 pm, it is taken to be received at 9.00 am on the next Business Day.

$13.3$ Expenses

Except as otherwise provided in this Agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this Agreement.

$13.4$ Stamp duties

The Company:

• $(a)$ must pay all stamp duties and any related fines and penalties in respect of this Agreement, the performance of this Agreement and each transaction effected by or made under this Agreement; and
• $(b)$ is authorised to apply for and retain the proceeds of any refund due in respect of stamp duty paid under this clause.

Annexure A

$13.5$ Governing law

This Agreement is governed by and must be construed according to the law applying in Western Australia.

$13.6$ Jurisdiction

Each party irrevocably:

• submits to the exclusive jurisdiction of the courts of Western Australia, and the $(a)$ courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this Agreement; and
• $(b)$ waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within clause $13.6(a)$ .

$13.7$ Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party which must not be unreasonably withheld.

Amendments $13.8$

This Agreement may only be varied by a document signed by or on behalf of each party.

13.9 Severance

If any provision or part of a provision of this agreement is held or found to be void, invalid or otherwise unenforceable (whether in respect of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of voidability, invalidity or unenforceability, but the remainder of that provision will remain in full force and effect.

13.10 Waiver

• $(a)$ Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this Agreement by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Agreement.
• $(b)$ A waiver or consent given by a party under this Agreement is only effective and binding on that party if it is given or confirmed in writing by that party.
• $(c)$ No waiver of a breach of a term of this Agreement operates as a waiver of another breach of that term or of a breach of any other term of this Agreement.

13.11 Consents

Any consent referred to in, or required under, this Agreement from any party may not be unreasonably withheld, unless this Agreement expressly provides for that consent to be given in that party's absolute discretion.

Annexur A

13.12 Counterparts

This Agreement may be executed in any number of counterparts (including by facsimile) and by the parties on separate counterparts. Each counterpart constitutes an original of this Agreement, and all counterparts together constitute the one and same agreement.

13.13 Indemnities

• $(a)$ Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, Completion or expiration of this Agreement.
• $(b)$ It is not necessary for a party to incur expense or to make any payment before enforcing a right of indemnity conferred by this Agreement.
• $(c)$ A party must pay on demand any amount it must pay under an indemnity in this Agreement.

Signed sealed and delivered as a deed.

Executed by Whinnen Resources Limited ACN 123 511 017 in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of dipoctor

ANTHON LREENAWF Full name of director

Executed by Sandfire Resources NL ACN 105 154 185 in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of director $SINICH$ .

Full name of director

Signature of company secretary/director

NATMAN MCNANUM
Full name of company secretary/director

Signature of company secretary/director

MATTHEW FITZGERAN

Full name of company secretary/director-