Sheffield Resources Ltd. — Capital/Financing Update 2015

Jul 30, 2015

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ASX and Media Release 31 July 2015

THUNDERBIRD HIGH GRADE RESOURCE UPDATE

KEY POINTS

• Infill drilling triples the Measured category of the high grade component of resource to 110 million tonnes (Mt) @ 14.9% heavy mineral (HM)

• Exceptionally high in-situ zircon (1.09%) and ilmenite (4.0%) grades in the Measured category of the high grade component of the resource

• Coherent high grade zone of 1.09Bt @ 11.9% HM (7.5% HM cut-off)

• Confirms Thunderbird as a globally significant zircon deposit

• Provides strong platform for upcoming Pre-Feasibility Study update due Q4 2015, which will incorporate this resource update

Mineral sands company Sheffield Resources (“Sheffield”) (ASX:SFX) today announced an updated mineral resource of 3.240Bt @ 6.9% HM, which includes a coherent high grade zone of 1.09Bt @ 11.9% HM at 7.5% HM cut-off (Measured, Indicated and Inferred), for the Thunderbird heavy mineral sands (HMS) Project near Derby in northwest Western Australia (Figure 7).

Table 1: Thunderbird Deposit Mineral Resource[1] Summary

Mineral Resources	Valuable HMGrade (In-situ)2
Resource Category Cut-off HM% Material Million Tonnes3 HM %	Zircon % HiTi Leucoxene % Leucoxene % Ilmenite %
Measured 3.0 230 9.4	0.74 0.21 0.20 2.5
Indicated 3.0 2,410 6.9	0.58 0.19 0.22 1.9
Inferred 3.0 600 5.6	0.47 0.16 0.20 1.5
Total 3.0 3,240 6.9	0.57 0.18 0.21 1.9
Measured 7.5 110 14.9	1.09 0.31 0.28 4.0
Indicated 7.5 850 11.8	0.90 0.28 0.25 3.3
Inferred 7.5 130 10.7	0.82 0.25 0.23 3.0
Total 7.5 1,090 11.9	0.91 0.28 0.25 3.3

The high grade zone of 1.09Bt @ 11.9% HM contains 9.9Mt of zircon, 3.0Mt of high-titanium leucoxene, 2.8Mt of leucoxene and 36Mt of ilmenite.

The most significant aspect of the resource update is the increase in the Measured category to 110Mt @ 14.9% HM (at a 7.5% HM cut-off) with very high in-situ zircon and ilmenite grades of 1.09% and 4.0% respectively (Table 1, Figure 1).

1 Data is sourced from Appendix 2, and also presented in Tables 2 & 3 (below). Refer to Appendix 1 for further information. 2 The in-situ grade is determined by multiplying the percentage of HM by the percentage of each valuable heavy mineral within the heavy mineral assemblage at the resource block model scale.

3 Tonnes and grades have been rounded to reflect the relative uncertainty of the estimate, thus the sum of columns may not equal.

Sheffield Resources Ltd ACN 125 811 083 L1, 57 Havelock Street West Perth WA 6005 T: +61(0) 8 6424 8440 F: +61(0) 8 9321 1710

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The majority of the Measured Resource occurs in the shallow up-dip portion of the deposit which is being scheduled for early production years (Figure 2).

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Figure 1: Thunderbird high-grade resource growth (contained VHM at 7.5% HM cut-off)

Managing Director Bruce McQuitty said the resource update is expected to have a positive impact on the Thunderbird project economics.

“This resource update demonstrates that the Thunderbird deposit is superior in size and grade to the vast majority of existing mineral sands operations and projects under investigation globally.

“The updated resource will allow us to undertake detailed mine planning to schedule higher grade feed in early production years. The aim is to increase revenues and to shorten the payback period.

“In addition, the 2015 drill program has recently been completed, with assay results expected Q3 2015 which will be factored into an updated mineral resource targeted for Q4 2015. The recent drilling program was designed to further increase the amount of resource in the Measured category to cover the first 8 to 10 years of scheduled production from this globally significant deposit.

“The Thunderbird PFS update is also progressing well and will be completed during Q4 2015, incorporating this resource update.”

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Figure 2: Thunderbird Resource block model resource category plan, and comparison with December 2014 resource category boundaries and May 2015 PFS pit shells

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Figure 3: Cross-section F-F’ through the Thunderbird resource block model showing the current Resource HM grade and May 2015 PFS pit shell outlines

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Figure 4: Cross-section F-F’ through the Thunderbird resource block model showing the current Resource Zircon grade and May 2015 PFS pit shell outlines

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Figure 5: Cross-section F-F’ through the Thunderbird Resource block model with the current Resource Titanium minerals grade and May 2015 PFS pit shell outlines

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Figure 6: Thunderbird Resource block model >0.9% in-situ zircon left and >3% TiO2 minerals right

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About the Thunderbird Deposit

The Thunderbird deposit is located on the Dampier Peninsula about 60km west of Derby, and 25km north of the sealed Great Northern Hwy joining Derby and Broome (Figure 7).

Thunderbird is the first major mineral sands deposit to be discovered in the Canning Basin, which is rapidly emerging as an important new mineral sands province. Sheffield has a strategic tenement holding in the region of over 5,795km[2] .

The Thunderbird deposit has many attributes that favour large scale mining. Mineralisation occurs as a gently-dipping, thick, broad sheet-like body. A high grade zone (+7.5% HM) averaging 16m thickness is encased within a halo of lower grade (+3% HM)

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Figure 7: Location of the Thunderbird Deposit and Sheffield’s tenement holding in the Canning Basin

mineralisation averaging 38m thickness (Figure 3). In the north-east sector of the deposit, the upper part of the mineralised sequence has been eroded, leaving an extensive zone of high grade mineralisation with minimal overburden. Sheffield is prioritising this area of the deposit for early production years.

The May 2015 PFS, based on the previous Resource, indicated a very low waste-to-ore ratio of 0.22:1 for the first 10 years and 0.68:1 for the life of mine (32 years).

The continuity of high grade mineralisation is exceptionally strong, with high grade zircon (+0.9%) and titanium mineralisation (+3.0%) occurring as coherent bodies (Figures 4 to 6).

The shallower half of the deposit has higher in-situ VHM grades, while the overall mineralised package thickens down-dip (Figures 3 to 5).

Mineral Resource

This updated mineral resource incorporates results from 560 drill holes for a total 33,608.5m drilled by Sheffield between 2012 and 2014, including 51 new infill holes drilled towards the end of 2014 (refer to ASX releases dated 9 February 2015 and 12 December 2014). The resource in this announcement supercedes all previously announced Mineral Resources for Thunderbird.

At 3% HM cut-off the Resource covers an area which is 8.5km long and between 3km and 6.5km wide and remains open in most directions. The mineralisation occurs as a thick, broad sheet-like body striking northwest, extending from surface to a maximum depth of 155m. The average depth to the top of main body of mineralisation is 36m and the average mineralised thickness is 38m (Figures 3-5). The deposit is flat-lying along the north-eastern flank, but the dip steepens to 4 degrees along the south-western flank. Around 30% of the total resource area occurs within 6m of surface.

At 7.5% HM cut-off the Resource covers an area about 7.5km long by 2.5km to 6.5km wide, and remains open to the north and south. This higher grade mineralisation is enclosed within the 3% cut-off Resource envelope, but has a north-south long axis orientation which is oblique to the regional strike. The high grade mineralisation extends from surface to a maximum modelled depth of 126m. The average depth to the top of the high-grade mineralisation is

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35m and the average mineralised thickness is 16m (Figures 3-5). Approximately 26% of the >7.5% resource area is within 15m of surface.

The Resource includes the results of 702 samples which were analysed to determine the HM assemblage, representing 69% of the metres drilled within mineralisation. The analytical method used a combination of screening, magnetic separation, QEMSCAN and XRF. The method was developed following mineralogical trials guided by bulk sample metallurgical test work.

At a 3% HM cut-off, the HM assemblage of the total Resource comprises 8.3% zircon, 2.7% hightitanium leucoxene, 3.1% leucoxene and 28% ilmenite for a total VHM component of 42%. Process test work has shown that these valuable heavy minerals can be recovered using standard mineral sands processing techniques.

Further information relating to the Mineral Resource is included in Appendix 1 and 2 of this announcement.

Geology

The Thunderbird deposit is hosted by deeply weathered Cretaceous-aged formations. Its areal extent, thickness, grainsize, excellent grade and geological continuity are thought to indicate an off-shore, sub-wave base depositional environment.

Sheffield geologists have defined five stratigraphic units within the deposit area using a combination of surface mapping and drill hole lithological logs. These are referred to locally as the Fraser Beds, Reeves, Melligo, Thunderbird and Jowlaenga Formations. Of these, the Thunderbird Formation is the main mineralised unit.

The Thunderbird Formation comprises medium to dark brown/orange, fine to very fine wellsorted loose sands. It is over 90m thick and is very rich in heavy minerals (up to 40% HM). Within the Formation are layers of iron cemented sandstone, interpreted to have been formed by post-depositional chemical processes involving ancient water table movements leaching iron oxides from iron-bearing minerals such as ilmenite. They are a minor component of the overall mineralised sequence and have a patchy distribution, they are typically 5-10cm thick and cannot be traced between adjacent drill holes (closest drill spacing is currently about 60m).

Within the Thunderbird Formation is a continuous zone of very high grade HM (>7.5%) named the “GT Zone”. The GT Zone is up to 43m thick (average 15m) over an area about 7.5km x 4km, strikes approximately north-south, follows the dip of the Thunderbird Formation and is open along strike. The GT Zone is interpreted to have formed in off-shore higher wave energy shoals.

ENDS

For further information please contact:

Bruce McQuitty Managing Director Tel: 08 6424 8440 bmcquitty@sheffieldresources.com.au

Media: Luke Forrestal/Annette Ellis Cannings Purple Tel: 08 6314 6300 lforrestal@canningspurple.com.au

Website: www.sheffieldresources.com.au

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Table 2: Thunderbird Deposit Mineral Resource[1]

			Mineral	Resources	Resources			Mineral Assemblage2	Mineral Assemblage2	Mineral Assemblage2	Mineral Assemblage2
Resource Category	Cut off (HM%)	Material (Mt)	Bulk Density	HM %	Slime s %	Osize %	In-situ HM (Mt)	Zircon %	HiTi Leuc %	Leuc %	Ilmenite %
Measured	3.0	230	2.1	9.4	19	10	21	7.9	2.2	2.1	27
Indicated	3.0	2,410	2.0	6.9	16	8	167	8.4	2.7	3.1	28
Inferred	3.0	600	2.0	5.6	16	9	33	8.4	2.8	3.5	28
Total	3.0	3,240	2.1	6.9	16	9	222	8.3	2.7	3.1	28
Measured	7.5	110	2.2	14.9	17	13	16	7.3	2.1	1.9	27
Indicated	7.5	850	2.1	11.8	15	10	100	7.6	2.4	2.2	28
Inferred	7.5	130	2.0	10.7	14	9	14	7.6	2.3	2.2	28
Total	7.5	1,090	2.1	11.9	15	10	131	7.6	2.3	2.1	28

Table 3: Thunderbird Deposit contained Valuable HM (VHM) Resource Inventory[1]

Resource	Cut off	Zircon	HiTi Leucoxene	Leucoxene	Ilmenite	Total VHM
Category	(HM%)	(kt)	(kt)	(kt)	(kt)	(kt)
Measured	3.0	1,700	500	500	5,800	8,400
Indicated	3.0	14,000	4,500	5,300	46,700	70,500
Inferred	3.0	2,800	900	1,200	9,300	14,200
Total	3.0	18,500	5,900	6,900	61,800	93,100
Measured	7.5	1,200	300	300	4,300	6,100
Indicated	7.5	7,700	2,400	2,200	27,800	40,000
Inferred	7.5	1,100	300	300	3,900	5,700
Total	7.5	9,900	3,000	2,800	36,000	51,700

1 All tonnages and grades have been rounded to reflect the relative uncertainty of the estimate, thus sum of columns may not equal.[2] Estimates of Mineral Assemblage are presented as percentages of the Heavy Mineral (HM) component of the deposit, as determined by magnetic separation, QEMSCAN and XRF. Magnetic fractions were analysed by QEMSCAN for mineral determination as follows: Ilmenite: 40-70% TiO2 >90% Liberation; Leucoxene: 70-94% TiO2 >90% Liberation; High Titanium Leucoxene (HiTi Leucoxene): >94% TiO2 >90% Liberation; and Zircon: 66.7% ZrO2+HfO2 >90% Liberation. The nonmagnetic fraction was submitted for XRF analysis and minerals determined as follows: Zircon: ZrO2+HfO2/0.667 and High Titanium Leucoxene (HiTi Leucoxene): TiO2/0.94.

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Figure 8: Thunderbird resource grade-tonnage curve.

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COMPLIANCE STATEMENTS

MINERAL RESOURCES

The information in this report that relates to Mineral Resources is based on information compiled under the guidance of Mr Mark Teakle, a Competent Person who is a Member of the Australasian Institute of Geoscientists (AIG) and the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Teakle is a full-time employee of Sheffield Resources Ltd and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Teakle consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to the estimation of Mineral Resources is based on information compiled by Mr Trent Strickland, who is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Strickland is a full time employee of QG Australia Pty Ltd and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Strickland consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

PREVIOUSLY REPORTED INFORMATION

This report includes information that relates to Exploration Results, Mineral Resources and Technical Studies which were prepared and first disclosed under the JORC Code 2012. The information was extracted from the Company’s previous ASX announcements as follows:

• Thunderbird PFS Update progress: “QUARTERLY REPORT FOR PERIOD ENDING 30 JUNE 2015” 27 July 2015

• Thunderbird pre-feasibility study: “PRE-FEASIBILITY STUDY CONFIRMS THUNDERBIRD AS NEXT MAJOR MINERAL SANDS PROJECT IN GLOBAL DEVELOPMENT PIPELINE” 14 May 2015

• Thunderbird infill drilling results: “EXCEPTIONALLY HIGH GRADES FROM INFILL DRILLING AT THUNDERBIRD MINERAL SANDS PROJECT” 9 February, 2015

• Thunderbird Resource Update: “THUNDERBIRD HIGH GRADE RESOURCE SURPASSES ONE BILLION TONNES” 12 December 2014

• Thunderbird Scoping Study: “SCOPING STUDY HIGHLIGHTS THUNDERBIRD’S EXCEPTIONAL FINANCIAL RETURNS” 14 April, 2014

These announcements are available on Sheffield Resources Ltd’s web site www.sheffieldresources.com.au.

The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and, in the case of estimates of Mineral Resources, Scoping and Pre-Feasibility studies, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.

FORWARD LOOKING STATEMENTS

Some statements in this report regarding estimates or future events are forward-looking statements. They involve risk and uncertainties that could cause actual results to differ from estimated results. Forward-looking statements include, but are not limited to, statements concerning the Company’s exploration programme, outlook, target sizes and mineralised material estimates. They include statements preceded by words such as “anticipated”, “expected”, “likely” “should”, “scheduled”, “intends”, “potential”, “prospective” and similar expressions.

In this report the term “mining inventory” is used to report that part of the Mineral Resource that has been considered in the Pre-feasibility Study. The mining inventory does not meet the requirements of an Ore Reserve as defined under the 2012 edition of the JORC Code and should not be considered an Ore Reserve. There is no certainty that all or any part of the mining inventory will be converted into Ore Reserves.

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ABOUT SHEFFIELD RESOURCES

Sheffield Resources Limited ( Sheffield ) is a rapidly emerging heavy mineral sands (HMS) company.

ASX Code – SFX	Market Cap @ 48cps - $64.5m
Issued shares – 134.4m	Cash - $5.1m (at 30 June 2015)

Sheffield’s projects are all situated within the state of Western Australia and are 100% owned by the Company.

HEAVY MINERAL SANDS

The Dampier project, located near Derby in WA’s northwest, contains the large, high grade zircon-rich Thunderbird HMS deposit. Sheffield’s pre-feasibility study shows Thunderbird can generate strong cash margins from globally significant levels of production over a 32 year mine life.

The Eneabba project comprises multiple HMS deposits and is located near Eneabba approximately 140km south of the port of Geraldton in WA’s Mid-West region.

Sheffield is also evaluating the large McCalls chloride ilmenite project, located 110km to the north of Perth.

NICKEL-COPPER

Sheffield has over 2,000km[2] of tenure in the Fraser Range region, including the Red Bull project which is within 20km of Sirius Resources NL’s (ASX:SIR) Nova Ni-Cu deposit.

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Glossary

Heavy Mineral (“HM”) Material (individual minerals or mineral aggregates) which does not pass through a screen (mesh) of nominated size (the “Slimes” screen, eg. 38µm) and does pass through a screen of nominated size (the “Oversize” screen, eg. 1mm) and has density greater than a nominated amount (typically 2.85 to 2.96g/ml). HM% Weight percentage of Heavy Mineral in a sample. Oversize (“OS” or “Osize”) Material that does not pass through a screen of nominated size, for Thunderbird this is universally 1mm. OS% Weight percentage of Oversize material in a sample. Slimes (“SL”) Material that passes through a screen of nominated size, for Thunderbird 38µm and 45µm screens were used. SL% Weight percentage of Slimes material in a sample. Valuable Heavy Mineral (“VHM” or “Valuable HM”) Component of Heavy Mineral which has the potential to become marketable products; eg. zircon, ilmenite, rutile, leucoxene, HiTi Leucoxene, etc.

Appendix 1: JORC (2012) Table 1 Report

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
Sampling		Nature and quality of sampling (eg cut		NQ and HQ diameter aircore drilling used to
techniques		channels, random chips, or specific		collect 2-3kg samples at 1.5m intervals down-
		specialised industry standard		hole.
		measurement tools appropriate to the		Mineral sands industry-standard drilling
		minerals under investigation, such as		technique.
		down hole gamma sondes, or		See below for sample and assay QAQC
		handheld XRF instruments, etc). These		procedures and analysis.
		examples should not be taken as
		limiting the broad meaning of
		sampling.
		Include reference to measures taken to
		ensure sample representivity and the
		appropriate calibration of any
		measurement tools or systems used.
		Aspects of the determination of
		mineralisation that are Material to the
		Public Report.
		In cases where ‘industry standard’ work
		has been done this would be relatively
		simple (eg ‘reverse circulation drilling
		was used to obtain 1 m samples from
		which 3 kg was pulverised to produce
		a 30 g charge for fire assay’). In other
		cases more explanation may be
		required, such as where there is coarse
		gold that has inherent sampling
		problems. Unusual commodities or
		mineralisation types (eg submarine
		nodules) may warrant disclosure of
		detailed information.
Drilling		Drill type (eg core, reverse circulation,		Aircore system; NQ size for 39% of drill
techniques		open-hole hammer, rotary air blast,		database (13,148m); HQ diameter for 57%
		auger, Bangka, sonic, etc) and details		(19,324m), 75mm diameter aircore 3% of drill
		(eg core diameter, triple or standard		database (1,137m).
		tube, depth of diamond tails, face-		Blade drill bit used for majority (88%) of drilling.
		sampling bit or other type, whether		Where hard rock layers were intersected and
		core is oriented and if so, by what		unable to drill with blade bit,apencil(open-

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Criteria JORC Code explanation	Commentary
method, etc).	hole) or reverse circulation hammer was used to penetrate the layer.  System used as an industry standard for HMS deposits.
Drill sample recovery  Method of recording and assessing core and chip sample recoveries and results assessed.  Measures taken to maximise sample recovery and ensure representative nature of the samples.  Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	 An orientation process was undertaken at the beginning of the program to optimise the sampling system to collect a 2-3kg sub- sample from 1.5m intervals. The remainder of the drill sample (spoil) has been retained as 3m-composites for future analysis if required.  Sample weight is recorded at the laboratory  Duplicate samples are collected at the drill site (see below) to enable analysis of data precision.  Sample condition (wet to dry and good to poor qualitative recovery) is logged at the drill site. Of the total database, 35% were collected as wet samples and 4% were classed as having poor recovery.  There is a small negative bias in HM% and OS% and a small positive bias in SL% for dry compared with wet samples.  There is a small negative bias in HM% and OS% and a positive bias in SL% for samples with good recovery compared to those with poor recovery.  Recovery has a greater influence than wetness on HM%, OS% and SL% values.  The very small number of wet-poor recovery samples in the database (2%), and the conservative bias in HM grade suggests no significant effect on the resource estimate due to sample condition.  The sample quality is considered appropriate for the Mineral Resource estimation procedure and classification applied.
Logging  Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.  Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.  The total length and percentage of the relevant intersections logged.	 Every drill sample is washed and panned, then geologically logged on-site in 1.5m intervals, recording primary, secondary and oversize lithology, qualitative hardness, grainsize, rounding, sorting, and washability, visual estimates of HM%, SL% and OS%, and depth to water table.  The entire length of the drill hole is logged; minimum (nominal) interval length is 1.5m.  Logging is suitable such that interpretations of grade and deposit geology can be used to support the Mineral Resource estimation procedure and classification applied.  Recent Pre-feasibility work at Thunderbird included 20 sonic core holes drilled as part of geotechnical investigations. The results of this program are not incorporated into this resource estimate, however visual observations have been incorporated into the geological interpretation of the deposit (see below)
Sub-sampling techniques and sample preparation  If core, whether cut or sawn and whether quarter, half or all core taken.  If non-core, whether riffled, tube sampled, rotary split, etc and whether	HM%, SL% OS% Determination Drill Site  A 2-3kg sample is collected at 1.5m intervals in numbered bags at the drill site via rotary

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Criteria JORC Code explanation

Commentary

sampled wet or dry.  For all sample types, the nature, quality and appropriateness of the sample preparation technique.  Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples.  Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.  Whether sample sizes are appropriate to the grain size of the material being sampled.

splitter at the cyclone discharge point.  Duplicate samples (field duplicates) collected at drill site 1 in every 40 samples.  Reference standard and blank material samples inserted 1 each in every 40 samples.  Samples submitted to an external laboratory for heavy liquid separation (HLS) determination of weight per cent heavy mineral (HM%), Slimes (SL%) and Oversize (OS%). Laboratory  The 2-3kg drill sample is sub-sampled via a rotary splitter to approx. 200g for analysis.  The 200g sub-sample is soaked overnight in water.  2012 samples: (23% of sample database) then screened and weighed.  2013 & 2014 samples: (77% of sample database) a 5 minute attrition in a plastic bucket with low solids density, then screened and weighed.  HM%, SL% and OS% calculated as percentage of total sample weight (see below). Laboratory repeats are conducted 1 in every 20 samples (97% of the assay database) or 1 in every 15 samples (3% of the assay database).  Laboratory internal standard inserted 1 in every 40 samples (97% of the assay database).  Laboratory provides a sachet containing the Heavy Mineral Concentrate (HMC) for each sample – this is used in HM assemblage determination (see below). All  Spacing of duplicate, standard, blank and lab repeat samples are designed to identify sample misplacement or misallocation during sample collection and laboratory analysis.  Visual estimates of HM%, SL% and OS% logged at the drill site are compared against laboratory results to identify significant errors.  Analysis of field duplicate samples and laboratory repeats show the data has acceptable precision, indicating the sub- sampling and sample preparation techniques are appropriate for the deposit style and the Mineral Resource estimation procedure and classification applied. HM Assemblage Determination  Heavy Mineral Concentrate (HMC) from individual samples is combined according to HM grade and weight into (nominal) 50g – 100g composite samples for HM assemblage determination.  Weighed HMC is split via a micro-riffle to ensure HM%, SL% and OS% of the final composite sample can be correctly calculated.  HM assemblage determination was bya

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Criteria JORC Code explanation	Commentary
	combination of screening, magnetic separation, QEMSCAN™ and XRF assay to determine the component mineralogy.  This is considered an industry standard method, typically optimised according to the HM characteristics of individual deposits.  For Thunderbird the method was designed and optimised using an iterative trial process and the results of 6t and 5t bulk sample process metallurgical testwork.  3% of samples in the HM assemblage database were repeated from the original drill sample and 4% of samples were repeated from the composite HMC.  Analysis of these repeats show the data has acceptable precision, indicating the sub- sampling and sample preparation techniques are appropriate for the deposit style and the Mineral Resource estimation procedure and classification applied.
Quality of assay data and laboratory tests  The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.  For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.  Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	HM%, SL% OS% Determination  Assay and laboratory procedures are industry standard, although method specifics and heavy liquid composition can vary.  SL% was determined using a 45µm (30% of samples) or 38µm (70% of samples) screen.  OS% was determined using a +1mm screen.  HM% was determined using heavy liquid TBE (2.96g/ml).  The method produces a total grade as weight per cent of the primary sample.  Method does not determine the relative amounts of valuable (saleable or marketable) and non-valuable heavy mineral species. See below for details of HM assemblage determination.  Reference standard and blank material samples inserted at the drill site 1 each in every 40 samples.  Laboratory internal standard inserted 1 in every 40 samples (97% of the assay database).  The HM reference samples used are field- homogenised bulk samples with expected values and ranges determined by the Company from assay results. Blank material used is commercially available builder’s sand.  Reference standards and blanks are examined for performance over time and within laboratory batches. Batches or sub- batches are re-analysed if unacceptable QAQC data are returned.  In total QAQC samples represent 15% of the total assay database.  Analysis of reference standards, blanks and laboratory repeats show the data to be of acceptable accuracy and precision for the Mineral Resource estimation procedure and classification applied. HM Assemblage Determination

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Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
				HM assemblage determination was by a
				combination of screening, magnetic
				separation, QEMSCAN™ and XRF assay to
				determine the component mineralogy of the
				HMC.
				This method is considered an industry
				standard, typically optimised according to
				the HM characteristics of individual deposits.
				For Thunderbird the method was designed
				and optimised using an iterative trial process
				and the results of 6t and 5t bulk sample
				process metallurgical testwork.
				HMC was screened at 106µm and each
				fraction weighed (studies show Thunderbird
				HM with grainsize >106µm does not contain
				significant amounts of VHM). The -106µm
				fraction was then magnetically separated
				into highly-susceptible (H/S), magnetic 1,
				magnetic 2 and non-magnetic fractions, with
				each fraction weighed. The magnetic 1 & 2
				fractions were combined and analysed by
				QEMSCAN™ for mineral determination as
				follows:
				- Ilmenite: 40-70% TiO2>90% Liberation
				- Leucoxene: 70-94% TiO2>90% Liberation
				- High Titanium Leucoxene (HiTi
				Leucoxene): >94% TiO2>90% Liberation
				- Zircon: 66.7% ZrO2+HfO2>90% Liberation
				The non-magnetic fraction was submitted for
				XRF analysis and minerals determined as
				follows:
				- Zircon: ZrO2+HfO2/0.667
				- High Titanium Leucoxene (HiTi
				Leucoxene): TiO2/0.94
				Reference material was not used, other
				measures of accuracy and the method
				design is considered sufficient to establish
				acceptable accuracy of the data for the
				Mineral Resource estimation procedure and
				classification applied.
				Analysis of laboratory repeats and
				comparison with bulk metallurgical testwork
				results show the data to be of acceptable
				accuracy and precision for the Mineral
				Resource estimation procedure and
				classification applied.
Verification		The verification of significant		Data is logged electronically using “validation
of sampling		intersections by either independent or		at point of entry” systems prior to storage in
and assaying		alternative company personnel.		the Company’s drill hole database, which is
		The use of twinned holes.		managed by Company personnel and an
		Documentation of primary data, data		external consultancy.
		entry procedures, data verification,		Documentation related to data custody and
		data storage (physical and electronic)		validation is maintained by the Company.
		protocols.		A copy (“snapshot”) of the Mineral Resource
		Discuss any adjustment to assay data.		database is retained separately from the
				primary drill hole database.
				No assay data have been adjusted.
				101 twinned drillholes have been examined
				for comparison of assay data between
				factors such as year drilled, hole diameter, drill
				type and assaymethod.

• 15 -

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
				Analysis of drill hole twins show the 2012 assay
				data (45µm screen and no attritioning step) is
				biased low in HM% compared with 2013 assay
				data (45µm screen or 38µm screen, with
				attritioning step). A similar high bias is seen in
				OS%. The bias is explained by the low energy
				attritioning step liberating HM from loosely-
				held aggregates, and the change in slimes
				screen from 45 µm to 38 µm used in 2013 and
				2014. All data was used for the current
				Resource estimate, this is considered
				appropriate because the 2012 data
				introduces a conservative bias. As a
				consequence HM grade remains
				underestimated for 2012 holes rather than
				overestimated. The 2013 & 2014 dataset is
				dominant in terms of number of samples, and
				are distributed throughout the Resource area,
				therefore any spatial bias is considered
				insignificant.
				43 twinned drillholes have been examined for
				comparison of HM assemblage data
				between factors such as determination
				method, year drilled, and HM assay method.
				Analysis shows HM assemblage determined
				by QEMSCAN™ alone on 2012 samples (90
				data), and by combination magnetic
				separation/ QEMSCAN™/XRF on 2012 samples
				(106 data), has a significant bias low
				compared with combination magnetic
				separation/ QEMSCAN™/XRF on 2013 and
				2014 samples (702 data). This bias cannot be
				explained by natural (ie. deposit-related)
				factors, and is a result of a change in sample
				preparation from 2012 to 2013 (as discussed
				above). As a result of this analysis, HM
				assemblage data used in the Resource
				estimate includes only samples from holes
				drilled in 2013 and 2014 (87% of the database)
				in order to ensure a consistent determination
				method across the deposit. The mineralogical
				data was also supplemented with the
				average mineralogy of a 6t bulk sample,
				sourced from the 2012 ‘cross’ of 60m spaced
				drilling.
				The verification and treatment of the data is
				considered sufficient for the Mineral Resource
				estimation procedure and classification
				applied.
Location of		Accuracy and quality of surveys used		Drill hole collar locations were surveyed by
data points		to locate drill holes (collar and down-		licenced surveyors using a RTK GPS system
		hole surveys), trenches, mine workings		with expected accuracy of +/- 0.02m
		and other locations used in Mineral		horizontal and +/- 0.03m vertical.
		Resource estimation.		12 drill holes of the 560 (2%) in the estimate
		Specification of the grid system used.		database were not surveyed, for these holes
		Quality and adequacy of topographic		planned or approximated coordinates have
		control.		been used.
				Coordinates are referenced to the Map Grid
				of Australia (MGA) zone 51 on the
				Geographic Datum of Australia (GDA94).
				Vertical datumgeoid model is AUSGEOID09

• 16 -

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
				(Australia).
				Drill hole RL for Resource estimation is
				determined by projection of surveyed hole
				collars to a regional (Landgate) DTM model.
				The Mineral Resource estimate uses this model
				as surface topography. The average
				difference between surveyed and modelled
				RL is 0.5m which is considered negligible given
				the nature of the mineralisation, and the size
				of the Thunderbird deposit.
				The quality and accuracy of the topographic
				control is considered sufficient for the Mineral
				Resource estimation procedure and
				classification applied.
Data spacing		Data spacing for reporting of		See figures in body of announcement for hole
and		Exploration Results.		distribution.
distribution		Whether the data spacing and		The nominal spacing of most drill holes is 250m
		distribution is sufficient to establish the		x 500m, with edges at 500m x 500m and
		degree of geological and grade		1000m x 500m. Infill drilling has reduced the
		continuity appropriate for the Mineral		nominal spacing to 125m x 250m in the up-dip
		Resource and Ore Reserve estimation		area of the resource. Four areas are drilled at
		procedure(s) and classifications		nominal 60m hole spacing for bulk sample
		applied.		collection and geostatistical data analysis.
		Whether sample compositing has been		The drill database used in the Resource
		applied.		estimate comprises 560 holes, totalling
				33,608.5m, with 22,378 samples assayed
				totalling 33,453.4m (99.5% of metres drilled).
				Of that, 13,030 assayed samples totalling
				19,460.4m (58%) are within the mineralised
				zones of the Resource (see below for criteria).
				Samples for HM assemblage determination
				are composited on intervals according to a
				combination of grade and geology
				appropriate to reflect resource estimation
				domains.
				702 composites from 331 holes totalling
				13,454m are used in the resource estimate.
				This represents 69% of the total length of
				drillholes within mineralised zones of the
				resource.
				The data spacing and distribution is sufficient
				to establish the degree of geological and
				grade continuity appropriate for the Mineral
				Resource estimation procedure and
				classification applied.
Orientation		Whether the orientation of sampling		Mineralisation is flat-lying to less than 4deg.
of data in		achieves unbiased sampling of possible		dip, vertical drill holes therefore approximate
relation to		structures and the extent to which this is		true thickness and perpendicular intersection
geological		known, considering the deposit type.		of mineralisation.
structure		If the relationship between the drilling		Note sections in the body of the
		orientation and the orientation of key		announcement are displayed with vertical
		mineralised structures is considered to		exaggeration.
		have introduced a sampling bias, this
		should be assessed and reported if
		material.
Sample		The measures taken to ensure sample		Sample security is not considered a significant
security		security.		risk given the location of the deposit and bulk-
				nature of mineralisation.
				Nevertheless, the use of recognised transport
				providers, sample dispatch procedures
				directlyfrom the field to the laboratory,and

• 17 -

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
				the large number of samples are considered
				sufficient to ensure appropriate sample
				security.
Audits or		The results of any audits or reviews of		All data has been validated and reviewed by
reviews		sampling techniques and data.		at least 2 Company geologists, and by
				consultants QG Australia.
				No external audit or review of sample
				techniques or data, apart from that by QG
				Australia, has been conducted.
				External audits are not considered necessary
				at this stage of the Project’s development.

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

Criteria	Statement	Statement	Commentary	Commentary
Mineral		Type, reference name/number,		The Mineral Resource reported is entirely
tenement		location and ownership including		within Exploration Licence E04/2083, located
and land		agreements or material issues with third		on the Dampier Peninsula about 60km west of
tenure status		parties such as joint ventures,		Derby, and 25km north of the sealed Great
		partnerships, overriding royalties, native		Northern Hwy joining Derby and Broome
		title interests, historical sites, wilderness		E04/2083 was granted on 05/09/2011 and is
		or national park and environmental		due to expire on 04/09/2016; it is held 100% by
		settings.		Sheffield Resources Ltd. On 16/07/2014
		The security of the tenure held at the		Sheffield lodged a Mining Lease Application
		time of reporting along with any known		(M04/459) over the Thunderbird deposit.
		impediments to obtaining a licence to		There are no known or experienced
		operate in the area.		impediments to obtaining a licence to
				operate in the area.
				Sheffield has been operating successfully in
				the region for more than 3years to date.
Exploration		Acknowledgment and appraisal of		The Dampier project area was explored by
done by		exploration by other parties.		Rio Tinto (“Rio”) between 2003 and 2009. Rio
other parties				completed four broadly spaced aircore drill
				traverses, identifying heavy mineral
				concentrations at Thunderbird averaging
				8.07% HM with 8.0% zircon. Rio surrendered
				the tenements following the 2008 global
				financial crisis.
				Further details are included in Sheffield’s ASX
				release entitled ‘New Licence Granted Over
				High Grade Zircon Project’ dated 7
				September, 2011 (available from the
				company’s website:
				www.sheffieldresources.com.au).
Geology		Deposit type, geological setting and		The Dampier Project is within the Canning
		style of mineralisation.		Basin in the Kimberley region of Western
				Australia. The Canning Basin is an
				intracratonic basin which contains Ordovician
				to Cretaceous deposits covered by Cenozoic
				sediments.
				Thunderbird is a heavy mineral sand (HMS)
				deposit hosted by deeply weathered
				Cretaceous-aged formations. Valuable heavy
				minerals (VHM) contained within the deposit
				include ilmenite, zircon, leucoxene and rutile.
				The mineralisation is in a thick, broad anticlinal
				sheet-like body striking northwest. In the core
				of the anticline it is at surface, rolling at about
				4deg. dipabout the axis,extendingunder

• 18 -

Criteria	Statement	Statement	Commentary	Commentary
				cover to the southwest. The areal extent,
				width, grade, geological continuity and
				grainsize of the Thunderbird mineralisation are
				interpreted to indicate an off-shore, sub-wave
				base depositional environment.
				Five stratigraphic units have been defined by
				Sheffield geologists within the deposit area
				using a combination of surface mapping and
				drill hole lithological logs. These are referred to
				locally as the Fraser Beds, Reeves, Melligo,
				Thunderbird and Jowlaenga Formations. Of
				these the Thunderbird Formation is the most
				important, with the Thunderbird Formation
				representing the main mineralised unit. Also
				important, the Fraser Beds act as a distinct
				marker unit toward the base of the
				Thunderbird Formation, enabling confidence
				in interpretation of the extent, strike and dip of
				the stratigraphy.
				The Thunderbird Formation is described as
				medium to dark brown/orange, fine to very
				fine well sorted loose sands. It is up to 90m
				thick (average 46m) and is very rich in heavy
				minerals (up to 40% HM). It is modelled over
				the Resource area as at least 8.5km along
				strike and more than 3km to 6.5km wide.
				Within the Formation are layers of iron
				cemented sandstone. These layers are
				interpreted to have been formed by post-
				depositional chemical processes of
				ferruginisation from ancient water table
				movements with iron oxides leached from the
				sand (eg. ilmenite). They occur throughout
				but are patchy. Pre-feasibility work at
				Thunderbird included 20 sonic core holes
				drilled as part of geotechnical investigations.
				Whilst the results of this program are not
				incorporated into this resource estimate,
				visual observations have confirmed
				observations of hard rock bands within the
				deposit to be narrow (typically 5-10cm thick
				and rarely >30cm thick) and not extensive
				(not extending as a single layer further than
				<60m).
				Also within the Formation is a continuous,
				very-high grade HM (>7.5%) zone named the
				GT Zone. This Zone is up to 43m thick (average
				16m) over an area at least 7.5km x 4km, strikes
				approximately north-south, follows the dip of
				the Thunderbird Formation and is open along
				strike. The high-grade of HM in the GT zone is
				interpreted to result from deposition in off-
				shore higher wave energyshoals.
Drill hole		A summary of all information material		Exploration results relating to the drillholes
Information		to the understanding of the exploration		used in the resource have been publicly
		results including a tabulation of the		released in numerous previous Company
		following information for all Material drill		announcements referring to the Dampier
		holes:		Project and Thunderbird deposit.
		o easting and northing of the drill hole		Information relating to the number of
		collar		drillholes, assayed samples, location
		o elevation or RL(Reduced Level –		accuracy,orientation etc. is included in this

• 19 -

Criteria	Statement	Statement	Commentary	Commentary
		elevation above sea level in metres)		table, and in the body of the announcement.
		of the drill hole collar		Diagrams in the body of the announcement
		o dip and azimuth of the hole		show the location of and distribution of
		o down hole length and interception		drillholes in relation to the Mineral Resource.
		depth
		o hole length.
		If the exclusion of this information is
		justified on the basis that the
		information is not Material and this
		exclusion does not detract from the
		understanding of the report, the
		Competent Person should clearly
		explain why this is the case.
Data		In reporting Exploration Results,		N/A
aggregation		weighting averaging techniques,
methods		maximum and/or minimum grade
		truncations (eg cutting of high grades)
		and cut-off grades are usually Material
		and should be stated.
		Where aggregate intercepts
		incorporate short lengths of high grade
		results and longer lengths of low grade
		results, the procedure used for such
		aggregation should be stated and
		some typical examples of such
		aggregations should be shown in
		detail.
		The assumptions used for any reporting
		of metal equivalent values should be
		clearly stated.
Relationship		These relationships are particularly		Mineralisation is flat-lying to less than 4deg.
between		important in the reporting of Exploration		dip, vertical drill holes therefore approximate
mineralisation		Results.		true thickness.
widths and		If the geometry of the mineralisation		Refer to diagrams in the body of the
intercept		with respect to the drill hole angle is		announcement for visual representation of
lengths		known, its nature should be reported.		drill hole orientation vs. deposit orientation,
		If it is not known and only the down		note the vertical exaggeration used.
		hole lengths are reported, there should
		be a clear statement to this effect (eg
		‘down hole length, true width not
		_known’). _
Diagrams		Appropriate maps and sections (with		See body of announcement for plan and
		scales) and tabulations of intercepts		cross section views and Mineral Resource
		should be included for any significant		tabulations.
		discovery being reported These should
		include, but not be limited to a plan
		view of drill hole collar locations and
		appropriate sectional views.
Balanced		Where comprehensive reporting of all		All information considered material to the
reporting		Exploration Results is not practicable,		reader’s understanding of the database,
		representative reporting of both low		estimation procedure and classification of the
		and high grades and/or widths should		Mineral Resource has been reported.
		be practiced to avoid misleading
		reporting of Exploration Results.
Other		Other exploration data, if meaningful		Sheffield has previously reported deposit
substantive		and material, should be reported		information for Thunderbird including a
exploration		including (but not limited to):		maiden Mineral Resource estimate
data		geological observations; geophysical		(December 2012), Mineral Resource Updates
		survey results; geochemical survey		(March, 2014 and December 2014), Scoping
		results; bulk samples – size and method		Study results (April, 2104) and Pre-feasibility
		of treatment; metallurgical test results;		Studyresults(May2015). These include

• 20 -

Criteria	Statement	Statement	Commentary	Commentary
		bulk density, groundwater,		information on mineral assemblage, mineral
		geotechnical and rock characteristics;		processing, VHM product recoverability,
		potential deleterious or contaminating		quality and marketability and mining and
		substances.		financial performance.
				Where relevant this information has been
				included in the bodyof this announcement.
Further work		The nature and scale of planned		Further work comprising closer-spaced drilling
		further work (eg tests for lateral		is in progress.
		extensions or depth extensions or large-		Sheffield announced results from its PFS for
		scale step-out drilling).		Thunderbird on 15 May, 2015. Following from
		Diagrams clearly highlighting the areas		this, a PFS Update is in progress and is
		of possible extensions, including the		scheduled for completion in Q4 2015. This will
		main geological interpretations and		incorporate results from the updated Mineral
		future drilling areas, provided this		Resource reported in this announcement.
		information is not commercially
		sensitive.

Section 3 Estimation and Reporting of Mineral Resources

(Criteria listed in section 1, and where relevant in section 2, also apply to this section)

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
Database		Measures taken to ensure that data		Drill hole data was extracted directly from the
integrity		has not been corrupted by, for		Company’s drill hole database which
		example, transcription or keying errors,		includes internal data validation protocols.
		between its initial collection and its use		Where necessary, original drill hole log files are
		for Mineral Resource estimation		consulted to rectify any errors identified.
		purposes.		Validation of the exported data was
		Data validation procedures used.		confirmed using mining software (Micromine)
				validation protocols, and visually in plan and
				section views.
				Compilation of data external to the drill
				database (eg. HM assemblage source data)
				is cross-checked manually, and through
				statistical comparison.
				A copy (“snapshot”) of the Mineral Resource
				database is retained separately to the
				primary drill hole database.
				Data is further verified and validated by QG
				Australia upon receipt, and prior to use in the
				estimation.
Site visits		Comment on any site visits undertaken		Mr Teakle has visited the Thunderbird site and
		by the Competent Person and the		the primary assay laboratory on numerous
		outcome of those visits.		occasions during 2012, 2013 and 2014, during
		If no site visits have been undertaken		operations.
		indicate why this is the case.		Mr Strickland inspected the Thunderbird site
				and the primary assay laboratory in 2013,
				during operations.
				Where material, information relating to
				observations from these visits has been
				included in this announcement.
Geological		Confidence in (or conversely, the		As described above, Sheffield geologists have
interpretation		uncertainty of) the geological		defined five stratigraphic units within the
		interpretation of the mineral deposit.		deposit area using a combination of surface
		Nature of the data used and of any		mapping and drill hole lithological logs. For
		assumptions made.		the purposes of resource estimation, these
		The effect, if any, of alternative		units were used in combination with grade
		interpretations on Mineral Resource		criteria to define four mineralised domains, as
		estimation.		follows:
		The use of geology in guiding and		- B1 (north) and B2 (south): within Reeves
		controlling Mineral Resource estimation.		Fm., grade criteria >1% HM, >6m width,
		The factors affecting continuity both of		>6m separation stratigraphicallyabove

• 21 -

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
		grade and geology.		the Thunderbird Fm.
				- T1: Thunderbird Fm., grade criteria: HM >1-
				2% and <7.5-10%, >6m width, <6m internal
				waste
				- T2: Thunderbird Fm. GT Zone within T1,
				grade criteria HM >7.5-10%, >6m width,
				<6m internal waste, marked change in HM
				grade at boundary
				Domain boundaries are guided by grade
				rules; however geological continuity overrides
				grade rules where necessary. It is useful to
				note however that primary HM% (and SL%
				and OS%) is a physical characteristic of the
				geological units related to unit deposition.
				There is good confidence in the geological
				interpretation of the deposit. Logged data
				from 560 drillholes as well as surface geology
				has been used to develop the interpretation
				and this is supported by HM%, SL% and OS%
				assays. The result is excellent geological (and
				grade) continuity in the model (see diagrams
				above), as expected for this style of HM
				deposit.
				Examination of grade shells and the resource
				grade-tonnage curve indicate the greatest
				change in the deposit in terms of tonnage vs
				grade occurs between cutoff grades of 2.5
				and 5.5%HM. Also, the deposit outline remains
				coherent up to 14% HM cutoff. These
				thresholds are well within the corresponding
				geological domains and so changes to these
				domains through alternative interpretations
				are unlikely to significantly affect the Mineral
				Resource as reported.
				The resource T1 domain imposes an
				approximately 1-2% HM cutoff on the
				resource, and at its upper boundary
				corresponds closely with a natural geological
				boundary (between Reeves and Thunderbird
				Formations). This allows higher cutoff grades
				(eg. 3% as reported) to be applied and as
				such any change to this boundary is unlikely
				to significantly affect the Mineral Resource as
				reported.
Dimensions		The extent and variability of the Mineral		At 3% HM cut-off the resource block model
		Resource expressed as length (along		covers an area about 8.5km long by 3km to
		strike or otherwise), plan width, and		6.5km wide, and remains open in all
		depth below surface to the upper and		directions. The mineralisation occurs as a
		lower limits of the Mineral Resource.		thick, broad anticlinal sheet-like body striking
				northwest, extending from surface to a
				maximum depth of up to 155m. For the main
				body of the resource (ie. excluding small
				isolated pods of mineralisation) the average
				depth to the top of mineralisation is 36m
				(range 0m to 134m) and the average
				mineralised thickness is 38m (range 3m to
				86m). The dip of the deposit changes from flat
				to low angle along the north-eastern flank, to
				4 degrees along the south-western flank,
				resulting in around 30% of the total resource
				area occurringwithin 6m of surface.

• 22 -

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
				At 7.5% HM cut-off the resource block model
				covers an area about 7.5km long by 2.5km to
				6.5km wide, and remains open to the north
				and south. The mineralisation follows the dip
				of the resource above 3% HM but strikes north-
				south, extending from surface to a maximum
				depth of 126m. For the main body of the
				resource (ie. excluding small isolated pods of
				mineralisation) the average depth to the top
				of mineralisation is 35m (range 0m to 92m)
				and the average mineralised thickness is 16m
				(range 3m to 44m). Approximately 26% of the
				>7.5% HM resource area is within 15m of
				surface.
Estimation		The nature and appropriateness of the		Heavy mineral (HM), slime, oversize, zircon, HiTi
and		estimation technique(s) applied and		leucoxene, leucoxene, ilmenite, monazite
modelling		key assumptions, including treatment of		and ‘other’ material percentages were
techniques		extreme grade values, domaining,		estimated using ordinary kriging (OK) into
		interpolation parameters and		blocks of dimension 62.5m East, by 125m
		maximum distance of extrapolation		North by 3m RL. These block dimensions were
		from data points. If a computer assisted		selected to reflect the variability of the
		estimation method was chosen include		deposit, as a concession between the drill
		a description of computer software		density and the model’s practicality for future
		and parameters used.		mine planning. Sub-cells to a minimum
		The availability of check estimates,		dimension of 12.5m E by 25m N by 1m RL were
		previous estimates and/or mine		used to represent volume.
		production records and whether the		The nominal drill spacing is approximately
		Mineral Resource estimate takes		250m x 500m with the margins of the deposit
		appropriate account of such data.		drilled at a spacing of 500m x 500m and
		The assumptions made regarding		1000m x 500m. Infill drilling in the area where
		recovery of by-products.		the high grade domain outcrops at surface,
		Estimation of deleterious elements or		conducted as part of the 2014 drilling
		other non-grade variables of economic		campaign, has reduced the nominal spacing
		significance (eg sulphur for acid mine		to 125m x 250m. Four separate close-spaced
		drainage characterisation).		‘crosses’ have been drilled at a nominal
		In the case of block model		spacing of 60m both along and across strike.
		interpolation, the block size in relation		Exploratory data analysis and estimation was
		to the average sample spacing and		undertaken in Isatis software.
		the search employed.		Drill samples were composited to 3m for
		Any assumptions behind modelling of		estimation.
		selective mining units.		New wireframe solid model interpretations of
		Any assumptions about correlation		mineralisation were made by SFX based on
		between variables.		geological logging and heavy mineral (HM)
		Description of how the geological		content, using thresholds of ~1% HM to define
		interpretation was used to control the		a low grade domain and 7.5% HM to define a
		resource estimates.		high grade domain. QG assessed the
		Discussion of basis for using or not using		robustness of these domains by critically
		grade cutting or capping.		examining the geological interpretation and
		The process of validation, the checking		using a variety of measures including
		process used, the comparison of model		statistical and geostatistical analysis. The
		data to drill hole data, and use of		domains are considered geologically robust in
		reconciliation data if available.		the context of the resource classification
				applied to the estimate. Hard boundaries
				were applied to estimation within
				mineralisation domains.
				Maximum extrapolation distance considered
				in grade domain determination was 1000m;
				however, this was reduced to, on average,
				250m through the classification of the
				resource.
				All variables were estimated separatelyand

• 23 -

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
				independently.
				Grade capping was applied to HM% (waste
				only), slime% and oversize%. The cap-values
				were based on examination of the tail of the
				histogram.
				Estimation parameters were chosen after
				taking into account output kriging estimation
				statistics, variogram models and data
				geometry.
				The search used for the estimation of HM was
				1125m x 1500m x 150m (high grade domain),
				1250m x 1250m x 150m (low grade and B1
				domains), 1500m x 1500m x 150m (B2
				domain), 1400m x 1150m x 150m (waste
				domain) with long axis oriented towards 310°
				and a 1.5° dip towards 220°. The estimation of
				slime used a search of 2800m x 1500m x 150m
				and oversize used a search of 3200m x 1600m
				x 150m in the same orientation. The search
				used a single sector with a minimum of six
				samples a maximum of 30 (low grade, B1 and
				B2 domains) or 40 (high grade, slime and
				oversize).
				The optimum and maximum number of
				samples used per drill hole was between two
				and four.
				The searches used for the estimation of zircon
				was 3200m x 2200m x 150m; ilmenite 2500m x
				2000m x 150m (3000m x 2400m x 150m for B1
				and B2 domains to populate the required
				number of blocks); HiTi leucoxene and
				leucoxene 2200m x 2000m x 150m (2800 x
				2600m x 150 for B1 and B2 domains); monazite
				3200m x 1500m x 150m or 3200m x 1800m x
				150m depending on the mineral assemblage
				domain being estimated (3200m x 2500m x
				150m for B1 and B2 domains); and ‘other’
				material 3200m x 2500m x 150m. The long axis
				of the searches was orientated towards 310°
				and a 1.5° dip towards 220°. The search used
				a minimum of four samples and a maximum
				of 20.
				Estimates were validated visually in
				Minesight’s 3D graphical environment, by
				examining reproduction of global estimation
				statistics, and by comparing semi-local
				reproduction of grade in swath plots.
Moisture		Whether the tonnages are estimated		Tonnages are estimated on a dry basis
		on a dry basis or with natural moisture,
		and the method of determination of
		the moisture content.

• 24 -

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
Cut-off		The basis of the adopted cut-off		The Mineral Resource estimate of the
parameters		grade(s) or quality parameters applied.		Thunderbird deposit has been reported at a
				3% HM and 7.5% HM cut-off. These cut-off
				grades were selected by SFX based on
				technical and economic assessment carried
				out during Scoping and Pre-Feasibility studies,
				and also by comparison with similar deposits
				currently or recently being mined in Australia
				and globally. QG have reviewed the
				parameters used to support these cut-offs
				grades and believe these to be reasonable.
				At a 3% HM cut-off, the HM grade of the
				Thunderbird Resource is 6.9%, and the in-situ
				VHM grade is approximately 2.9%. This
				compares favourably with other HMS deposits
				either recently or currently being mined.
				The 7.5% HM cut-off is chosen to represent the
				very-high grade, continuous component of
				the Mineral Resource, which may become
				the starting point of any future mining
				operations. In addition, spatially the 7.5% HM
				threshold is associated with a grade-
				geological boundary throughout the deposit,
				which was domained separately for the
				purposes of resource estimation.
				The grade-tonnage curve is included in the
				body of the announcement (Figure 8) to show
				the impact of cut-off grade versus total
				resource tonnage.
Mining		Assumptions made regarding possible		In determining the reasonable prospects for
factors or		mining methods, minimum mining		eventual economic extraction, potential
assumptions		dimensions and internal (or, if		mining methods considered are either dry-
		applicable, external) mining dilution. It		mining dozer-trap, or dredge mining
		is always necessary as part of the		operations, similar to those commonly and
		process of determining reasonable		currently in use in HM mining operations both
		prospects for eventual economic		in Australia and globally.
		extraction to consider potential mining		The thickness, areal extent, and continuous
		methods, but the assumptions made		nature of the mineralisation at Thunderbird
		regarding mining methods and		are such that both selective and non-
		parameters when estimating Mineral		selective bulk mining methods can be
		Resources may not always be rigorous.		appropriately considered.
		Where this is the case, this should be		These assumptions were also considered
		reported with an explanation of the		when determining resource block sizes, and
		basis of the mining assumptions made.		resource classification.
				In addition, Sheffield has previously
				announced positive financial results from
				Scoping and Pre-Feasibility Studies (see ASX
				release dated 14 April, 2014 and 14 May
				2015).
				On the basis of these assumptions, the
				Company considers there are no mining
				factors which are likely to affect the
				assumption that the deposit has reasonable
				prospects for eventual economic extraction.
Metallurgical		The basis for assumptions or predictions		As discussed earlier in this table, and in the
factors or		regarding metallurgical amenability. It		body of the announcement, the Company
assumptions		is always necessary as part of the		has conducted bulk process metallurgical
		process of determining reasonable		studies on 6t, 5t and 12.5t bulk samples from
		prospects for eventual economic		Thunderbird for the purpose of developing a
		extraction to consider potential		process flowsheet for the deposit. The results
		metallurgical methods, but the		of this work were used to design and optimise

• 25 -

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
		assumptions regarding metallurgical		the method used to determine the HM
		treatment processes and parameters		assemblage reported in the Mineral Resource.
		made when reporting Mineral		The results of this work are sufficient for the
		Resources may not always be rigorous.		Company to expect the Thunderbird
		Where this is the case, this should be		mineralisation will be amenable to treatment
		reported with an explanation of the		with conventional mineral sands processing
		basis of the metallurgical assumptions		techniques.
		made.		Sheffield has previously announced positive
				results relating to product processing and
				marketing in its Thunderbird Scoping and Pre-
				Feasibility Studies (see ASX release dated 14
				April, 2014 and 14 May 2015).
				On the basis of these studies, the Company
				considers there are no metallurgical factors
				which are likely to affect the assumption that
				the deposit has reasonable prospects for
				eventual economic extraction.
Environmen-		Assumptions made regarding possible		The Company has completed Level 1 and
tal factors or		waste and process residue disposal		Level 2 flora and fauna surveys at
assumptions		options. It is always necessary as part of		Thunderbird, and preliminary hydrogeological
		the process of determining reasonable		investigations.
		prospects for eventual economic		On the basis of these studies, the Company
		extraction to consider the potential		considers there are no environmental factors
		environmental impacts of the mining		which are likely to affect the assumption that
		and processing operation. While at this		the deposit has reasonable prospects for
		stage the determination of potential		eventual economic extraction.
		environmental impacts, particularly for
		a greenfields project, may not always
		be well advanced, the status of early
		consideration of these potential
		environmental impacts should be
		reported. Where these aspects have
		not been considered this should be
		reported with an explanation of the
		environmental assumptions made.
Bulk density		Whether assumed or determined. If		No direct measurements of bulk density have
		assumed, the basis for the assumptions.		been taken.
		If determined, the method used,		Bulk density is assumed from an industry-
		whether wet or dry, the frequency of		standard formula which accounts for the HM
		the measurements, the nature, size and		and slimes content of sand deposits. The
		representativeness of the samples.		resultant values are considered to be
		The bulk density for bulk material must		consistent with observations of the material
		have been measured by methods that		compared with other HM deposits with known
		adequately account for void spaces		bulk density values.
		(vugs, porosity, etc), moisture and
		differences between rock and
		alteration zones within the deposit.
		Discuss assumptions for bulk density
		estimates used in the evaluation
		process of the different materials.
Classification		The basis for the classification of the		The estimate has been classified according to
		Mineral Resources into varying		definitions of the JORC Code (2012), into
		confidence categories.		Measured, Indicated and Inferred Resources
		Whether appropriate account has		taking into account data quality, data
		been taken of all relevant factors (ie		density, geological continuity, grade
		relative confidence in tonnage/grade		continuity and confidence in estimation of
		estimations, reliability of input data,		heavy mineral content and mineral
		confidence in continuity of geology		assemblage. In plan, polygons were used to
		and metal values, quality, quantity and		define zones of different classification.
		distribution of the data).		Measured Resources encompass an area
		Whether the result appropriately		inclusive of the 125m x 250m infill drillingand

• 26 -

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
		reflects the Competent Person’s view		the four separate ‘crosses’ of close-spaced
		of the deposit.		drilling, where drill spacing is 60m along strike
				and 60m across strike.
				Indicated Resources are defined where
				drilling is at 500m centres along strike, by 250m
				or better.
				Inferred Resources are defined around the
				margins of Indicated Resource, where the drill
				spacingis reduced to 500m x 500m.
Audits or		The results of any audits or reviews of		The Mineral Resource has been audited
reviews		Mineral Resource estimates.		internally as part of normal validation
				processes both by the Company and QG.
				No external audit or review of the Mineral
				Resource has been conducted.
Discussion of		Where appropriate a statement of the		The relative accuracy of the Mineral Resource
relative		relative accuracy and confidence		estimate is reflected in the level of
accuracy/		level in the Mineral Resource estimate		classification applied, which takes into
confidence		using an approach or procedure		account metrics of estimation quality.
		deemed appropriate by the		Global estimates of tonnage and heavy
		Competent Person. For example, the		mineral content are considered to have a
		application of statistical or		high level of confidence. Local estimates are
		geostatistical procedures to quantify		inevitably less confident, but the relative level
		the relative accuracy of the resource		of risk is considered low, with the relative level
		within stated confidence limits, or, if		of risk reflected by classification.
		such an approach is not deemed		The factors considered to present relatively
		appropriate, a qualitative discussion of		higher sources of risk in the estimate are data
		the factors that could affect the		quality and mineral assemblage. Geological
		relative accuracy and confidence of		interpretation and estimation are considered
		the estimate.		to present low risk.
		The statement should specify whether it		No production has occurred from the deposit.
		relates to global or local estimates,
		and, if local, state the relevant
		tonnages, which should be relevant to
		technical and economic evaluation.
		Documentation should include
		assumptions made and the procedures
		used.
		These statements of relative accuracy
		and confidence of the estimate should
		be compared with production data,
		where available.

• 27 -

Appendix 2: QG Thunderbird Mineral Resource Statement Memorandum

• Following pages (p28 to p33) -

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Memorandum

To: Sheffield Resources Ltd From: Trent Strickland

Date: 30 July 2015 Subject: Thunderbird Mineral Sands Deposit Resource Statement

This document presents the Mineral Resource Statement for the Thunderbird deposit, Western Australia.

Thunderbird Mineral Resource Statement

QG Australia Pty Ltd (QG) has provided Sheffield Resources Ltd (SFX) with a resource model for the Thunderbird heavy mineral sands deposit. The estimate is based on aircore (AC) and reverse circulation (RC) drilling data collected by SFX in 2012, 2013 and 2014.

The Thunderbird deposit is located within the Canning Basin in the Kimberley region of Western Australia. Thunderbird is a heavy mineral sand (HMS) deposit hosted by deeply weathered Cretaceous sand formations. At a 3% HM cut-off the Resource covers an area which is 8.5km along strike and at least 3km to 6.5km wide, and remains open in most directions. Mineralisation occurs from surface to depths of up to 155m, with an average depth to the top of the main body of mineralisation of 36m, and an average mineralised thickness of 38m. The areal extent, width, grade, geological continuity and grainsize of the Thunderbird mineralisation are suggestive of an off-shore, sub-wave base depositional environment.

The drill database used to define the mineral resource comprises 560 vertical AC and RC drillholes, for a total of 33,608.5m, with 22,378 samples assayed totalling 33,453.4m. Of that,

==> picture [548 x 67] intentionally omitted <==

• 29 -

13,030 assayed samples totalling 19,460.4m are within the mineralised zones of the resource.

The nominal drill spacing is approximately 250m x 500m with the margins of the deposit drilled at a spacing of 500m x 500m and 1000m x 500m. Infill drilling in the area where the high grade domain outcrops at surface, conducted as part of the 2014 drilling campaign, has reduced the nominal spacing to 125m x 250m. Four separate close-spaced ‘crosses’ have been drilled at a nominal spacing of 60m both along and across strike.

QG have reviewed the quality of drill data (location, recovery, sampling and assay quality) and conclude that the data is of acceptable quality for use in resource estimation and subsequent mine planning.

New wireframe solid model interpretations of mineralisation were made by SFX based on geological logging and heavy mineral (HM) content, using thresholds of ~1% HM to define a low grade domain and 7.5% HM to define a high grade domain. QG assessed the robustness of these domains by critically examining the geological interpretation and using a variety of measures including statistical and geostatistical analysis. The domains are considered geologically robust in the context of the resource classification applied to the estimate.

Ordinary Kriging was used to estimate HM%, slime% and oversize%. The search neighbourhood employed was optimised using Quantitative Kriging Neighbourhood Analysis (QKNA). Density was calculated per block. Hard boundaries were applied to estimation within mineralisation domains. Grade capping was applied to slime% and oversize%. The cap values were based on examination of the tail of the histogram and local grade distribution.

The mineral assemblage of the Thunderbird mineral resource was estimated from mineralogical analyses of 702 composites created from 331 holes totalling 13,454m from the 2013 and 2014 drilling programs. Analysis was by a combination of screening, magnetic separation followed by QEMSCAN analysis of the magnetic component, and XRF determination of the non-magnetic component. Details of mineralogical calculations are provided in the footnotes to resource tabulations. The mineralogical data was also supplemented with the average mineralogy of a 6t bulk sample, sourced from the 2012 ‘cross’ of 60m spaced drilling. The composites consisted of samples taken from discrete intervals from within five geological units across multiple holes and combined. The composites were well distributed throughout the deposit. Ordinary Kriging was used to estimate zircon%, high titanium (‘HiTi’) leucoxene %, leucoxene %, ilmenite %, monazite % and other material %.

The estimate was validated by QG as follows:

• Visual checking of the interpolation results compared with drilling in both plan and section;

• Comparison of the global input (composites) vs. output (model) statistics, including clustered and declustered composites; and

Semi-local input vs. output statistics using moving window averages.

The estimate is considered to be robust on the basis of the above checks.

The estimate has been classified according to the definitions of the JORC Code (2012), into Measured, Indicated and Inferred Resources taking into account data quality, data density, geological continuity, grade continuity and confidence in estimation of heavy mineral content

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• 30 -

and mineral assemblage. In plan, polygons were used to define zones of different classification. Measured Resources encompass an area inclusive of the 125 x 250m infill drilling and the four separate ‘crosses’ of close-spaced drilling, where drill spacing is 60m along strike and 60m across strike. Indicated Resources are defined where drilling is at 500m centres along strike, by 250m or better. Inferred Resources are defined around the margins of Indicated Resource, where the drill spacing is reduced to 500m x 500m.

The Thunderbird mineral resource estimate has been reported at both a 3% HM and a 7.5% HM cut-off. These cut-off grades were selected by SFX based on technical and economic assessment carried out during the Pre-Feasibility study, and on comparison with similar deposits currently or recently being mined. Refer to the ASX announcement “Pre-Feasibility study confirms Thunderbird as next major mineral sands project in global development pipeline” dated 14[th] May 2015 for further details, including the parameters used during pit optimisation. The announcement is available on Sheffield Resources Ltd’s web site www.sheffieldresources.com.au. Based on the same technical and economic assessment, and taking into consideration the thickness, grades and depth of the deposit, it is considered that the entire deposit has a reasonable prospect of eventually being mined, and that the current extents of the deposit are limited by drilling. The Thunderbird mineral resource estimate, as at the 30[th] July 2015, is summarised in Table 1 and Table 2.

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• 31 -

Mineral Resource Category	Material Million Tonnes1	Bulk Density	HM %	Slimes %	Osize %	In-situ HM Million Tonnes1
Measured	230	2.1	9.4	19	10	21
Indicated	2,410	2.0	6.9	16	8	167
Inferred	600	2.0	5.6	16	9	33
TOTAL	3,240	2.1	6.9	16	9	222
Mineral Resource Category	Material Million Tonnes1	HM %	Valuable HM Grade (% In-situ)2
			Zircon	HiTi Leucoxene	Leucoxene	Ilmenite
Measured	230	9.4	0.74	0.21	0.20	2.5
Indicated	2,410	6.9	0.58	0.19	0.22	1.9
Inferred	600	5.6	0.47	0.16	0.20	1.5
TOTAL	3,240	6.9	0.57	0.18	0.21	1.9
Mineral Resource Category	In-situ HM Million Tonnes1		Mineral Assemblage (as % of HM Tonnes )3
		Zircon	HiTi Leucoxene	Leucoxene	Ilmenite	Valuable HM%
Measured	21	7.9	2.2	2.1	27	39
Indicated	167	8.4	2.7	3.1	28	42
Inferred	33	8.4	2.8	3.5	28	42
TOTAL	222	8.3	2.7	3.1	28	42

1 All tonnages and grades hav e been rounded to reflect the relativ e uncertainty of the estimate, thus sum of columns may not equal. 2 The In-situ grade is determined by multiplying the percentage of HM by the percentage of each v aluable heav y mineral within the heav y mineral assemblage. 3 Estimates of Mineral Assemblage are presented as percentages of the Heav y Mineral (HM) component of the deposit, as determined by magnetic separation, QEMSCAN and XRF. Magnetic fractions were analysed by QEMSCAN for mineral determination as follows: Ilmenite: 40-70% TiO2 >90% Liberation; Leucoxene: 70-94% TiO2 >90% Liberation; High Titanium Leucoxene (HiTi Leucoxene): >94% TiO2 >90% Liberation; and Zircon: 66.7% ZrO2+HfO2 >90% Liberation. The non-magnetic fraction was submitted for XRF analysis and minerals determined as follows: Zircon: ZrO2+HfO2/0.667 and High Titanium Leucoxene (HiTi Leucoxene): TiO2/0.94.

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Table 1. Thunderbird Mineral Resource Estimate at a cut-off grade of 3% HM.

• 32 -

Mineral Resource Category	Material Million Tonnes1	Bulk Density	HM %	Slimes %	Osize %	In-situ HM Million Tonnes1
Measured	110	2.2	14.9	17	13	16
Indicated	850	2.1	11.8	15	10	100
Inferred	130	2.0	10.7	14	9	14
TOTAL	1,090	2.1	11.9	15	10	131
Mineral Resource Category	Material Million Tonnes1	HM %	Valuable HM Grade (% In-situ)2
			Zircon	HiTi Leucoxene	Leucoxene	Ilmenite
Measured	110	14.9	1.09	0.31	0.28	4.0
Indicated	850	11.8	0.90	0.28	0.25	3.3
Inferred	130	10.7	0.82	0.25	0.23	3.0
TOTAL	1,090	11.9	0.91	0.28	0.25	3.3
Mineral Resource Category	In-situ HM Million Tonnes1		Mineral Assemblage (as % of HM Tonnes )3
		Zircon	HiTi Leucoxene	Leucoxene	Ilmenite	Valuable HM%
Measured	16	7.3	2.1	1.9	27	38
Indicated	100	7.6	2.4	2.2	28	40
Inferred	14	7.6	2.3	2.2	28	40
TOTAL	131	7.6	2.3	2.1	28	40

1 All tonnages and grades hav e been rounded to reflect the relativ e uncertainty of the estimate, thus sum of columns may not equal. 2 The In-situ grade is determined by multiplying the percentage of HM by the percentage of each v aluable heav y mineral within the heav y mineral assemblage. 3 Estimates of Mineral Assemblage are presented as percentages of the Heav y Mineral (HM) component of the deposit, as determined by magnetic separation, QEMSCAN and XRF. Magnetic fractions were analysed by QEMSCAN for mineral determination as follows: Ilmenite: 40-70% TiO2 >90% Liberation; Leucoxene: 70-94% TiO2 >90% Liberation; High Titanium Leucoxene (HiTi Leucoxene): >94% TiO2 >90% Liberation; and Zircon: 66.7% ZrO2+HfO2 >90% Liberation. The non-magnetic fraction was submitted for XRF analysis and minerals determined as follows: Zircon: ZrO2+HfO2/0.667 and High Titanium Leucoxene (HiTi Leucoxene): TiO2/0.94.

Table 2. Thunderbird Mineral Resource Estimate at a cut-off grade of 7.5% HM.

Yours faithfully,

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Trent Strickland Senior Consultant

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• 33 -

Competent Persons Statements

The information in this report that relates to the estimation of Mineral Resources is based on information compiled by Mr Trent Strickland, who is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Strickland is a full time employee of QG Australia Pty Ltd and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Strickland consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

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