SANDFIRE RESOURCES LIMITED — Share Issue/Capital Change 2019

Nov 28, 2019

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 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 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).	Performance Rights (Rights).
	164,866
	On vesting, each Right entitles the holder to one fully paid ordinary share. Vesting of the Rights is subject to satisfaction of performance conditions and otherwise subject to the rules of the Sandfire Resources NL Long Term Incentive Plan. The performance conditions will measure Sandfire’s Total Shareholder Return (TSR) performance against a comparator group of companies over the performance period, being 1 July 2019 to 30 June 2022. Testing of the relative TSR hurdle will occur shortly after the end of the performance period, and based on the testing results, the number of Rights that vest (if any) will be determined by the Board. Rights that vest may be exercised without payment of an exercise price. Rights that do not vest will expire.

• See chapter 19 for defined terms.

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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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2	No – the Rights do not carry the right to vote, receive dividends, or any other right of an ordinary shareholder. If the Rights vest in accordance with their terms, holders will receive one fully paid ordinary share for each vested Right.
	The Rights were issued for nil consideration. The number of Rights granted was calculated based on the Volume Weighted Average Price (VWAP) for Sandfire shares traded during the 5 trading days immediately prior to the grant date, being 28 June 2019. The VWAP was$6.67per share.
	The issue of the Rights was made to Mr Karl Simich (Managing Director) under the Sandfire Resources NL Long Term Incentive Plan and the issue was approved by shareholders at the Company’s AGM held 27 November 2019.
	No.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.

• See chapter 19 for defined terms.

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6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. N/A. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A. 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements N/A. 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. The Rights were allotted on 27 November 2019. Number ~~+~~Class 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable) 178,028,967 Ordinary fully paid shares (SFR). Number ~~+~~Class 9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 375,755 225,542 322,615 Performance rights vesting not earlier than 1 July 2020. Performance rights vesting not earlier than 1 July 2021. Performance rights vesting not earlier than 1 July2022. 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	N/A.	N/A.
	N/A.
	N/A.
	The Rights were allotted on 27 November 2019.
	Number	~~+~~Class
	178,028,967	Ordinary fully paid shares (SFR).
	Number	~~+~~Class
	375,755 225,542 322,615	Performance rights vesting not earlier than 1 July 2020. Performance rights vesting not earlier than 1 July 2021. Performance rights vesting not earlier than 1 July2022.
	The Company does not have a dividend policy.

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.

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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.
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
	entitlements_in full_through a broker?

• See chapter 19 for defined terms.

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• 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 +Issue 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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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

• See chapter 19 for defined terms.

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• 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)

Number +Class

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.

• 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: 29 November 2019

Company Secretary

• See chapter 19 for defined terms.

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