SANDFIRE RESOURCES LIMITED — Share Issue/Capital Change 2011

Sep 26, 2011

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 Ordinary fully paid shares (SFR).

600,000

• 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

Shares issued on the same terms as existing ordinary fully paid shares.

Yes.

+ See chapter 19 for defined terms.

5	Issue price or consideration	600,000 at $0.50 per share.
6	Purpose of the issue(If issued as consideration for the acquisitionof assets, clearly identify those assets)	600,000 shares issued on conversion of optionsexpiring 30 September 2011.
7	+Datesofenteringsecuritiesintouncertificatedholdingsordespatchofcertificates	27 September 2011.
		Number	+Class
8	Number and +class of all +securities quotedon ASX (including the securities in clause 2if applicable)	150,879,969	Ordinary fully paid shares (SFR).
		Number	+Class
9	Number and +class of all +securities notquoted on ASX (including the securities inclause 2 if applicable)	411,000	Options exercisable at $1.40expiring 6 July 2012.
		200,000	Options exercisable at $3.00
			expiring 30 September 2012.
		1,010,000	Options exercisable at $0.60
		980,000	expiring 12 July 2013.Options exercisable at $0.80
			expiring 12 July 2013.
		1,600,000	Options exercisable at $1.00expiring 12 July 2013.
		990,000	Options exercisable in three equaltranches at $4.66, $5.44 and $6.22
			expiring 27 November 2014.
		1,000,000	Options exercisable in three equal
			tranches at $3.80; $4.40 and $5.00
			expiring 15 June 2015.
		3,250,000	Options exercisable in three equaltranches at $9.00, $10.30 and
			$11.70 expiring 28 February 2016.

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?

renounceable?

12 Is the issue renounceable or non-

• 13 Ratio in which the + securities will be offered
• 14 +Class of + securities to which the offer relates
• 15 +Record date to determine entitlements

16	Will holdings on different registers (orsubregisters) be aggregated for calculatingentitlements?
17	Policy for deciding entitlements in relationto fractions
18	Names of countries in which the entity has+security holders who will not be sent newissue documentsNote: 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 orrenunciations
20	Names of any underwriters
21	Amountofanyunderwritingfeeorcommission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker tothe issue
24	Amount of any handling fee payable tobrokerswholodgeacceptancesorrenunciations on behalf of +security holders
25	If the issue is contingent on +securityholders' approval, the date of the meeting
26	Date entitlement and acceptance form andprospectus or Product Disclosure Statementwill be sent to persons entitled
27	If the entity has issued options, and the termsentitle option holders to participate onexercise, the date on which notices will besent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	+Howdosecurityholdersselltheirentitlements in full through a broker?
31	How do +security holders sell part of theirentitlements through a broker and accept forthe 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 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 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: Matthew Fitzgerald Date: 27 September 2011

Company Secretary