SANDFIRE RESOURCES LIMITED — Share Issue/Capital Change 2016

Aug 22, 2016

23 August 2016

The Manager Company Announcements Office ASX Limited

ISSUE OF ORDINARY SHARES - NOTICE IN ACCORDANCE WITH SECTION 708(A) OF THE CORPORATIONS ACT 2001 (Cth)

Sandfire Resources NL (ASX: SFR, or the Company) advises that 352,423 new fully paid ordinary shares (New Shares) have been allotted and issued to Ventnor Resources Ltd or its nominee as consideration for the acquisition of exploration tenements. A completed Appendix 3B in respect of the New Shares is attached.

Secondary Trading Exemption Notice

The Corporations Act 2001 ("Corporations Act") restricts the on-sale of securities without disclosure, unless the sale is exempt under Section 708 or 708A of the Corporations Act. By Sandfire giving this notice, on-sale of the New Shares will fall within the exemption offered by Section 708A (5) of the Corporations Act.

Sandfire hereby notifies the ASX (as the operator of the prescribed financial market on which the New Shares are to be quoted) under Section 708A(5)(e) of the Act that:

• 1. The Company issued the New Shares without disclosure to investors under Part 6D.2 of the Corporations Act;
• 1. As at the date of this notice the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company, and with Section 674 of the Corporations Act; and,
• 1. As at the date of this notice there is no information that is excluded information for the purposes of sections 708A(7) and (8) of the Corporations Act.

Yours faithfully

Matthew Fitzgerald Joint Company Secretary

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 01/07/96. Origin: Appendix 5. Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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.

352,423

• 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.

66a
	Purpose of the issue(Ifissuedasconsiderationfortheacquisition of assets, clearly identify thoseassets)	Shares issued to Ventnor Resources Ltd or its nomineeas consideration for the acquisition of explorationtenements. Refer ASX announcement titled, VRX:Ventnor Sells Copper Project to Sandfire, dated 23August 2016 for details.
	Is the entity an +eligible entity that hasobtained security holder approval under rule7.1A?	No.
	If Yes, complete sections 6b – 6h in relation+securitiestothethesubjectofthisAppendix 3B, and comply with section 6i
6b	The date the security holder resolution underrule 7.1A was passed	N/A.
6c	+securitiesNumberofissuedwithoutsecurity holder approval under rule 7.1	N/A.
6d	Number of +securities issued with securityholder approval under rule 7.1A	N/A.
6e	Number of +securities issued with securityholder approval under rule 7.3, or anotherspecific security holder approval (specifydate of meeting)	N/A.
6f	Numberofsecuritiesissuedunderanexception in rule 7.2	N/A.
6g	If securities issued under rule 7.1A, wasissue price at least 75% of 15 day VWAP ascalculated under rule 7.1A.3?Include theissue date and both values.Include thesource of the VWAP calculation.	N/A.
6h	If securities were issued under rule 7.1A fornon-cash consideration, state date on whichvaluation of consideration was released toASX Market Announcements	N/A.
6i	Calculatetheentity'sremainingissuecapacity under rule 7.1 and rule 7.1A –complete Annexure 1 and release to ASXMarket Announcements	N/A.

+ See chapter 19 for defined terms.

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

• 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)

		Number	+Class
8	Number and +class of all +securities quotedon ASX (including the securities in clause 2if applicable)	157,677,341	Ordinary fully paid shares (SFR).
		Number	+Class
9	Number and +class of all +securities notquoted on ASX (including the securities inclause 2 if applicable)	1,695,000	Options exercisable in three equaltranches at $7.60; $8.80 and$10.00 expiring 15 July 2018.
		546,142	Performance rights expiring 1 July2018.
		252,917	Performance rights expiring 1 July2019.

23 August 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? 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 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 offer documents Note: Security holders must be told how their entitlements

are to be dealt with. Cross reference: rule 7.7.

04/03/2013 Appendix 3B Page 3

+ See chapter 19 for defined terms.

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 tobrokerswholodgeacceptancesorrenunciationsonbehalfofsecurityholders
25	Iftheissueiscontingentonsecurityholders'approval,thedateofthemeeting
26	Date entitlement and acceptance form andprospectus or Product Disclosure Statementwill be sent to persons entitled
27	If the entity has issued options, and theterms entitle 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 theirentitlementsthroughabrokerandaccept for the balance?
32	How do security holders dispose of theirentitlements (except by sale through abroker)?
33	+Issue date

+ See chapter 19 for defined terms.

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

+ See chapter 19 for defined terms.

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)

٦
Number	$+C$ lass

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number +Class

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.
• 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: 23 August 2016

Joint Company Secretary

+ See chapter 19 for defined terms.