SULTAN RESOURCES LTD — Capital/Financing Update 2019

Feb 14, 2019

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SULTAN RESOURCES LTD

ABN

35 623 652 522

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. 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)	Ordinary fully paid shares
	Up to 15,875,101 fully paid ordinary shares to be issued via a 1 for 2 pro-rata non- renounceable Loyalty Offer
	Ordinary fully paid shares at an issue price of $0.005 per share under the Loyalty Offer, ranking equally with all other fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	Yes
	$0.005 (0.5 cents) per share
	Loyalty Offer of one share for every two shares held at the record date as per the Offer Document dated 15 February 2019.
	Yes
	20 November 2018
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Not applicable	Not applicable
	Not applicable
	Approximately 15,875,101 shares (LR 7.2 Exception 1)
	Not applicable
	Not applicable
	7.1: 7, 143,796 7.1A: 4,762,530
	Proposed issue date on or around 13 March 2019
	Number	+Class
	41,875,101	Fully Paid Ordinary Shares (SLZ)
	Number	+Class

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	947,500 4,802,703 6,000,000	Fully Paid Ordinary Shares subject to ASX escrow for 12 months from the date of issue being, 28 April 2018 Fully Paid Ordinary Shares subject to ASX escrow for 24 months from the date of quotation being, 16 August 2018 Unlisted Options exercisable at 24c on or before the date which is 5 years following the Company admission to the Official List, expiring 7 August 2023, subject to ASX escrow for 24 months from the date of quotation being 16 August 2018
	N/A

Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	No
	Pro-rata non-renounceable Loyalty Offer
	1 new share for every 2 existing shares
	Fully paid Ordinary Shares
	Thursday 21 February 2019 (5.00pm WST)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	Not applicable
	Rounding down to nearest whole number
	N/A
	Wednesday 6 March 2019 (5.00pm WST)

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	Not applicable
	Not applicable
	Xcel Capital Pty Ltd and ARQ Capital Pty Ltd –Joint Lead Managers
	Management fee of $30,000 (plus GST), to be split equally between each of the Lead Managers, plus 6% selling fee in the event of any shortfall (plus GST). Refer to Offer Document for further details.
	Not applicable
	Not applicable
	Monday 25 February 2019
	Friday 15 February 2019
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33 +Issue date

Wednesday 13 March 2019

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

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

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we 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: 15 February 2019 ( ~~Director/~~ Company secretary)

Print name: Mauro Piccini

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

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Insert number of fully paid [+] ordinary 31,750,203
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 15,875,101 fully paid ordinary shares
securities issued in that 12 month issued via a Loyalty Issue under LR 7.2
period under an exception in rule 7.2 exception 1 in February 2019
• Number of fully paid [+] ordinary
securities issued in that 12 month
period with shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid
+ ordinary securities cancelled during that
12 month period
“A” 47,625,304
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	7,143,796
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	7,143,796
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	7,143,796 [Note: this is the remaining placement capacity under rule 7.1]

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----- Start of picture text -----

“A” x 0.15 7,143,796
Note: number must be same as shown in
Step 2
Subtract “C” 0
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 7,143,796
[Note: this is the remaining placement
capacity under rule 7.1]
----- End of picture text -----

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

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----- Start of picture text -----

“A” 47,625,304
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 4,762,530
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as
separate line items
“E” 0
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	4,762,530
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	4,762,530 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Sultan Resources Ltd ACN: 623 652 522

CORPORATE DETAILS

ASX Code: SLZ

DIRECTORS

STEVEN GROVES MANAGING DIRECTOR

ASX ANNOUNCEMENT 15[th] February 2019

NOTICE PURSUANT TO SECTION 708AA(2)(F) OF THE CORPORATIONS ACT 2001 (CTH)

On Friday 15 February 2019, Sultan Resources Ltd (ASX: SLZ) ( Sultan or Company ) announced a pro-rata non-renounceable loyalty offer of ordinary shares in the Company on the basis of one (1) new share ( New Share ) for every two (2) existing shares held, at an issue price of $0.005 (0.5 cents) per share ( Loyalty Offer ).

JEREMY KING CHAIRMAN

LINCOLN HO NON-EXECUTIVE DIRECTOR

ARIEL EDWARD KING NON-EXECUTIVE DIRECTOR

CONTACT

Suite 2, Level 1, 1 Altona Street West Perth WA 6005 www.sultanresources.com.au

The purpose of the Loyalty Offer is to reward seed and initial public offer investors for their loyalty, having committed their capital at or before the Company’s initial public offer. The Loyalty Offer will also serve to help maintain Shareholder loyalty and share ownership for any Shareholders who have purchased shares since the Company’s shares commenced quotation on ASX. In addition, the Loyalty Offer will raise a minimal amount of up to $79,376 (less costs of the Loyalty Offer) and provide future exploration and general working capital funds for the Company’s prospects.

The Loyalty Offer will involve the issue of up to a maximum of 15,875,101 New Shares, resulting in 47,625,304 Shares being on issue following completion of the Loyalty Offer. Fractions of entitlements will be rounded down to the nearest whole number.

Full details of the Loyalty Offer are contained in the offer document lodged with ASX on Friday 15 February 2019 ( Offer Document ). The Offer Document together with the Entitlement and Acceptance Form will be mailed to all Eligible Shareholders on Monday, 25 February 2019.

Pursuant to section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Act ), the Company hereby states:

1. The Company will offer the New Shares for the issue without disclosure to investors under Part 6D.2 of the Act.

2. The Company is providing this notice under section 708AA(2)(f) of the Act.

3. As at the date of this notice, the Company has complied with:

4. (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

5. (b) section 674 of the Act.

6. As at the date of this notice there is no information:

7. (a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

8. (b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

   • (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

ASX ANNOUNCEMENT – 15[TH] FEBRUARY 2019

  - (ii) the rights and liabilities attaching to the Shares.

1. Information regarding the potential effect of the issue of New Shares pursuant to the Loyalty Offer on the control of the Company, and the consequences of that effect, is set out below.

2. (a) The issue of New Shares will be dilutive to shareholders who do not take up their entitlement under the Offer. The potential effect which the Offer will have on the control of the Company depends on several factors including the demand amongst Eligible Shareholders and the size of the Shortfall.

3. (b) The potential effect of the Offer on the control of the Company is as follows:

   • (i) If all eligible shareholders take up their Entitlements under the Offer, then the Offer will have no effect on the control of the Company.

   • (ii) If some eligible shareholders do not take up all of their entitlements under the Offer, then their percentage shareholding and voting power in the Company will be diluted.

   • (iii) In addition, other eligible shareholders may be successful in applying for New Shares under the Shortfall Offer which will be dilutive to eligible shareholders who do not take up all of their entitlement.

   • (iv) The percentage shareholding and voting power of ineligible shareholders will also be diluted by New Shares issued under the Offer, as a result of ineligible shareholders not being able to participate in the Offer and the relevant shares forming part of the shortfall to be dealt with at the discretion of the directors.

4. The effect the Loyalty Offer will have on change of control of the Company is described above and the table below, and is attributable to eligible shareholders successfully applying for New Shares under the Loyalty Offer.

5. (a) The Directors and their associates have expressed an intention to participate in the Offer to the extent set out in the table below. This will have a minor dilutionary effect (on the same basis as other Eligible Shareholders who take up their Entitlementments):

**Director **	Shares	**Voting Power **	Entitlement	Value of Entitlement
Jeremy King	132,883	0.42%	29,530	$944.95
Ariel Edward King	170,000	0.54%	37,778	$1,208.89
Steven Groves	100,000	0.32%	22,222	$711.11
Lincoln Ho	125,000	0.39%	27,778	$888.89

Notes:

• (1) The Directors’ intentions are indicative as at the date of the Company’s announcement of the Loyalty Offer and subject to change without notice.

• (b) The issued share capital of the Company is as follows (assuming full subscription of the Loyalty Offer):

	Number of Shares
Balance at the date of this Notice	31,750,203
Maximum number of New Shares to be issued under the Offer	15,875,101
Balance after the Offer	47,625,304

Mauro Piccini Company Secretary Sultan Resources Limited

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