SANDFIRE RESOURCES LIMITED — Share Issue/Capital Change 2008

Jun 26, 2008

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 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

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	Unlisted options
	6,025,000
	6,000,000 unlisted directors’ options – refer annexure A for terms and conditions. 25,000 unlisted employee options exercisable at $0.35 each on or before 7 February 2011 but not before 30 June 2008.
	No. On date of exercise.

• 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)	Nil	Nil
	6,000,000 directors’ options approved for allotment by shareholders in general meeting on 19 June 2008. 25,000 options granted to the Company’s employee pursuant to the Sandfire Resources NL Incentive Option Scheme adopted by shareholders at the annual general meetingheld on 20 November 2007.
	27/6/2008
	Number	~~+~~Class
	66,034,626 10,147,652	Ordinary fully paid shares Ordinary contributing shares paid to$0.0001 with$0.15payable
	Number	~~+~~Class
	525,000 2,372,000 3,000,000 1,170,000 6,000,000	Options exercisable at $0.20 expiring 30/9/08 Options exercisable at $0.25 expiring 31/12/08 Options exercisable at $0.50 expiring 30/09/11 Options exercisable at $0.35 expiring 07/02/11 Options exercisable in three tranches at $0.60, $0.80 and $1.000 respectively expiring 12/07/13.

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 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

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

entitlements in full through a broker?

• 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 ]

• (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: 27 June 2008

(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 OF DIRECTORS’ OPTIONS

The Directors’ Options are issued upon and subject to the following terms and conditions.

• a) Definitions:

• (i) ASX means ASX Limited (ABN 98 008 624 691).

• (ii) Base Price means the weighted average price of all Shares traded on ASX for twenty (20) trading days immediately prior to the Resolution Date, determined by dividing the aggregate sale price for all Shares traded in that twenty (20) day period by the total number of the Shares traded.

• (iii) Company means Sandfire Resources NL (ABN 55 105 154 185).

• (iv) Exercise Price means the exercise price of each Director’s Option, being:

  • a. the greater of $0.60 or an amount equal to the Base Price plus a premium of fifty percent (50%) of the Base Price, in the case of each Director’s Option in the 1st Tranche;

  • b. the greater of $0.80 or an amount equal to the Base Price plus a premium of one hundred percent (100%) of the Base Price, in the case of each Director’s Option in the 2nd Tranche; and

  • c. the greater of $1.00 or an amount equal to the Base Price plus a premium of one hundred and fifty percent (150%) of the Base Price, in the case of each Director’s Option in the 3rd Tranche.

• (v) Expiry Date means 5.00pm (WST) on 12 July 2013.

• (vi) Exercise Notice means the form prescribed by the Company from time to time for the purpose of exercising Directors’ Options.

• (vii) Listing Rules means the Listing Rules of the ASX (including the ASTC Settlement Rules, ASX Market Rules and the ACH Clearing Rules).

• (viii) Market Price means the weighted average price of all Shares traded on ASX for any five (5) consecutive trading days during the period between the Resolution and Expiry Dates, determined by dividing the aggregate sale price for all Shares traded in that five (5) day period by the total number of the Shares traded.

• (ix) Option Holder means the person or persons registered as the holder of one or more Directors’ Options from time to time.

• (x) Option Period means the period from the date of issue of the Directors’ Options to the Expiry Date.

• (xi) Resolution Date means the date on which the resolutions authorising the issue of the Directors’ Options, being Resolutions 4.A to 4.D inclusive, in the Company’s Notice of Meeting dated 20 May 2008, are passed by the shareholders, ie 19 June 2008.

• (xii) Share means a fully paid ordinary share in the capital of the Company.

• (xiii) Takeover Announcement means the announcement or making of a Takeover Bid for the Company.

• (xiv) Takeover Bid means a takeover bid or offer within the meaning of those terms under the Corporations Act.

• (xv) Unexercised Option Holder means any person or persons registered as the holder of Unexercised Options.

• (xvi) Unexercised Options means all Directors’ Options not exercised on or before the Expiry Date.

• b) Each Director’s Option is transferable but unlisted.

• c) Subject to these Terms and Conditions, each Director’s Option carries the right to subscribe for one Share.

• d) If, at any time during the period from the Resolution Date to the Expiry Date:

• (i) the Market Price equals or exceeds $0.60 or there is a Takeover Announcement, one third (1/3) ( the 1st Tranche ) of all the Directors’ Options then on issue and unexercised will become exercisable at the Exercise Price applicable to each Director’s Option in the 1st Tranche;

1

• (ii) the Market Price equals or exceeds $0.80 or there is a Takeover Announcement, a further one third (1/3) ( the 2nd Tranche ) of all the Directors’ Options then on issue and unexercised will become exercisable at the Exercise Price applicable to each Director’s Option in the 2nd Tranche;

• (iii) the Market Price equals or exceeds $1.00 or there is a Takeover Announcement, the final one third (1/3) ( the 3rd Tranche ) of all the Directors’ Options then on issue and unexercised will become exercisable at the Exercise Price applicable to each Director’s Option in the 3rd Tranche.

• e) Subject to d) above, Directors’ Options may be exercised by delivering to the Company’s registered office or the Company’s share registry an Exercise Notice at any time prior to the Expiry Date.

• f) The Exercise Notice must state the number of Directors’ Options to be exercised and be accompanied by the relevant holding statement(s) and a cheque (in Australian currency) made payable to the Company for an amount being the result of the applicable Exercise Price multiplied by the number of Directors’ Options being exercised.

• g) Following receipt of a properly executed Exercise Notice and application monies in respect of the exercise of any Directors’ Options, the Company will issue the resultant Shares and deliver notification of shareholdings.

• h) The Company will make application to have the Shares (issued pursuant to an exercise of Directors’ Options) listed for quotation by ASX within 7 days of the date of issue.

• i) Shares issued pursuant to an exercise of Directors’ Options shall rank, from the date of issue, pari passu with existing Shares in all respects.

• j) Directors’ Options carry no right to participate in pro rata issues of securities to shareholders unless the Directors’ Options are exercised before the record date for determining entitlements to the relevant pro rata issue.

• k) Each Option Holder will be notified by the Company of any proposed pro rata issue of securities to shareholders in accordance with ASX Listing Rules.

• l) Subject to the Corporations Act 2001 (Cth) and Listing Rules, Directors’ Options do not confer the right to a change in Exercise Price.

• m) In the event of a reorganisation (including reconstruction, consolidation, subdivision, reduction, or return) of the capital of the Company, the terms of the Directors’ Options will be changed to the extent necessary to comply with the requirements of the ASX Listing Rules (in force at the time of the reorganisation).

2