Sheffield Resources Ltd. — Capital/Financing Update 2015

Dec 10, 2015

11 December 2015

ASX AND MEDIA RELEASE

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ISSUE OF NEW SHARES AND CLEANSING STATEMENT

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Enclosed is an Appendix 3B in connection with the issue of 414,891 new shares (“New Shares”) following settlement of the previously announced placement and the issue of 242,500 shares arising from the conversion of 242,500 options.

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

Sheffield 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:

• a) Sheffield issued the New Shares without disclosure to investors under Part 6D.2 of the Act;

• b) as at the date of this notice, Sheffield has complied with the provisions of Chapter 2M of the Act as they apply to Sheffield, and with Section 674 of the Act; and

• c) as at the date of this notice there is no “excluded information” as defined in Section 708A(7) and (8) of the Act in relation to Sheffield.

For further information please contact: Will Burbury Company Secretary Tel: 08 6424 8440 Email: info@sheffieldresources.com.au Website: www.sheffieldresources.com.au

END

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info@sheffieldresources.com.au T +61 8 6424 8440 F +61 8 9321 1710 Level 2, 41 -47 Colin Street, West Perth WA 6005 PO Box 205, West Perth WA 6872 Sheffield Resources Limited ACN 125 811 083

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

Name of entity

Sheffield Resources Ltd

ABN

29 125 811 083

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 Ordinary shares be issued 2 Number of[+] securities issued or 1) 414,891 to be issued (if known) or 2) 242,500 maximum number which may be issued 3 Principal terms of the Fully paid +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)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

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	Yes
	1)$182,552 ($0.44 per share) 2) $72,750 ($0.30 per share)
	1) Placement - see ASX Release 8 November 2015 2) Exercise of Options
	Yes
	11 December 2015
	414,891

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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. 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 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 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 section 2 if applicable)	Nil
	Nil
	N/A
	N/A
	N/A
	See Annexure
	11 December 2015
	Number	+Class
	146,017,133	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	477,500 550,000 525,000 1,200,000 500,000 500,000 1,400,000 1,600,000	Unlisted options (30 cents, 13/12/2015) Unlisted options (44 cents, 20/03/2016) Unlisted options (44 cents, 30/06/2016) Unlisted options (65 cents, 01/04/2017) Unlisted options (53 cents, 29/07/2017) Unlisted options (66 cents, 26/09/2018) Unlisted options (87 cents, 19/03/2019) Unlisted options ($1.16, 19/03/2021)

10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Is security	holder	approval
	required?
12	Is the issue renounceable or non-
	renounceable?
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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Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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? 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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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) X 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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: Date: 11 December 2015 (Director/Company secretary)

Print name: William Burbury

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary
securities on issue 12 months before date 134,430,747
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary  430,000
securities issued in that 12 month period  242,500
under an exception in rule 7.2
• Number of fully paid ordinary  Nil
securities issued in that 12 month period
with shareholder approval
 Nil
• Number of partly paid ordinary
securities that became fully paid in that 12
month period
Note:
• Include only ordinary securities
here – other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix 3B to
which this form is annexed
• It may be useful to set out issues
of securities on different dates as separate
line items
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
135,103,247
“A”
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 20,265,487
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
 10,498,995
not counting those issued:
 414,891
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval
under rule 7.1 or rule 7.4
Note:
• This applies to equity securities,
unless specifically excluded – not just
ordinary securities
• Include here (if applicable ) the
securities the subject of the Appendix 3B to
which this form is annexed
• It may be useful to set out issues
of securities on different dates as separate
line items
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Insert number of equity securities issued or
agreed to be issued in that 12 month period
 10,498,995
not counting those issued:
 414,891
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval
under rule 7.1 or rule 7.4
Note:
• This applies to equity securities,
unless specifically excluded – not just
ordinary securities
• Include here (if applicable ) the
securities the subject of the Appendix 3B to
which this form is annexed
• It may be useful to set out issues
of securities on different dates as separate
line items
“C” 10,913,886
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 20,265,487
Note: number must be same as shown in
Step 2
Subtract “C” 10,913,886
Note: number must be same as shown in
Step 3
9,351,601
Total [“A” x 0.15] – “C”
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 135,103,247 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 13,510,324

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or Nil agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” Nil

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	13,510,324
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	13,510,324 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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