Sheffield Resources Ltd. — Director's Dealing 2015

Nov 8, 2015

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

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 30/9/2001.

Name of entity Sheffield Resources Limited ABN 29 125 811 083

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Bruce McFadzean
Date of appointment	2 November 2015

Part 1 - Director’s relevant interests in securities of which the director is the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

Nil

• See chapter 19 for defined terms.

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Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. Not Applicable	Number & class of Securities Nil

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Employment Agreement
Nature of interest	Direct
Name of registered holder (if issued securities)	Bruce McFadzean

• See chapter 19 for defined terms.

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Appendix 3X Initial Director’s Interest Notice

(a) Annual Equity Based Payments
$175,000 per annum - Options
To be issued to Mr McFadzean or his nominee
subject to shareholder approval each with an
exercise price of $0.001 and an expiry date of 4
years from the date of issue. In each year of
service, Mr McFadzean will be issued that
number of options equal to $175,000 divided by
the volume weighted average market price of
the Company’s shares as traded on ASX in the
30 days immediately prior to the date of
finalising the notice of meeting for distribution
to shareholders that seeks approval for their
issue.
(b) Performance Based Equity Payments
3,000,000 Options
To be issued to Mr McFadzean or his nominee
subject to shareholder approval each with an
exercise price of $0.001 and an expiry date of 4
years from the date of issue. All Options will
vest on a change of control event occurring or
otherwise vest as follows:
(i) 500,000 Options: Delivery of a definitive
feasibility study (DFS) that is determined
by the Board to be a sufficient
improvement on the PFS Update. In
making this determination, the Board will
act reasonably and take into account all of
the circumstances of the project's
evolution from the PFS Update to DFS,
with a particular emphasis on CAPEX and
OPEX levels.
(ii) 1,000,000 Options: Upon finalisation of
Board approved financing package to
construct the Thunderbird mine.
(iii) 1,500,000 Options: Upon first shipment to
market of mineral sands products
Thunderbird mine, excluding trial
shipments.

No. and class of securities to (a) Annual Equity Based Payments which interest relates

• See chapter 19 for defined terms.

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