Sheffield Resources Ltd. — Share Issue/Capital Change 2011

Mar 21, 2011

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Sheffield Resources Limited

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 be issued

Unlisted ESOP Options

550,000

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the + securities (eg, if options, exercise price and expiry date; if partly paid + securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Unlisted options exercisable at $0.44 cents each on or before 20 March 2016

+ See chapter 19 for defined terms.

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 Nil
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• 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 clause 2 if applicable)

Yes, on exercise of options

ESOP options issued to new Employee
22 March 2011
Number	+Class
40,637,501	Fullyshares	paid	ordinary

+ See chapter 19 for defined terms.

		Number	+Class
+class9Numberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)		2,459,375	Fullypaidordinaryshares(escrowed until 6 April 2011)
		40,625	Fully paid ordinary shares(escrowed until 25 May 2011)
		450,000	Fullypaidordinaryshares(escrowed until 31 August 2011)
		14,625,000	Fullypaidordinaryshares(escrowed until 15 December 2012)
	18,849,998	Unlisted options (20 cents, 30/06/2013)(not restricted)
		1,229,689	Unlisted options (20 cents, 30/06/2013)(escrowed until 6 April 2011)
	20,313	Unlisted options (20 cents, 30/06/2013)(escrowed until 25 May 2011)
	225,000	Unlisted options (20 cents, 30/06/2013)(escrowed until 31 August 2011)
	7,312,500	Unlisted options (20 cents, 30/06/2013)(escrowed until 15 December 2012)
	3,000,000	Unlisted options (30 cents, 30/11/2013)(escrowed until 15 December 2012)
		1,550,000	Unlisted options (30 cents, 13/12/2015)(not restricted)
		550,000	Unlisted options (44 cents, 20/03/2016)(not restricted)

Note: All employee options issued within the above classes have vested

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not Applicable

Part 2 - Bonus issue or pro rata issue

Items 11 to 33 are not applicable

Part 3 - Quotation of securities

Items 34 to 42 are not applicable

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

+ See chapter 19 for defined terms.

• 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: 22 March 2011

Print name: William Burbury

(Director)

== == == == ==

+ See chapter 19 for defined terms.