SUNSHINE METALS LIMITED — Capital/Financing Update 2012

May 1, 2012

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

PELICAN RESOURCES LIMITED

ABN

$\overline{2}$

12 063 388 821

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).

⁺Class of ⁺securities issued or to $\mathbf{1}$ be issued

Options exercisable at \$0.04 each on or before 30 June 2014 (Options).

• Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities 3 (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)

3,000,000 Options

Options exercisable at \$0.04 on or before 30 June 2014.

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 for the participate 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 interest or payment	allotment.		The Options do not carry entitlements to dividends or voting rights. All underlying shares issued upon the exercise of Options will rank equally in all respects with the existing fully paid ordinary shares from the date of
5	Issue price or consideration	Nil consideration
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Consultant's Options
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	2 May 2012
		Number		+ Class
8	and + class of Number all	240,703,068		Ordinary Shares
	+ securities quoted ASX on the securities including) in clause 2 if applicable)	88,175,767		Options exercisable at \$0.04 on or before 30 June 2014.
		Number	+ Class
9	Number + class оf and all *securities not quoted on ASX (including) the securities in clause 2 if applicable)	1,000,000 2,500,000 1,000,000 11,875,000 500,000		Options \$0.10 exp. 31/5/2012 Options \$0.15 exp. 31/12/2012 Options \$0.15 exp. 30/09/2013 Options \$0.10 exp. 23/12/2013 Performance Rights

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

Part 2 - Bonus issue or pro rata issue

• Is security holder approval $\mathbf{n}$ required?
• $12$ Is the issue renounceable or nonrenounceable?
• Ratio in which the ⁺securities $13$ will be offered
• ⁺Class of ⁺securities to which the $\overline{14}$ offer relates
• +Record date to determine $15$ entitlements
• Will holdings on different 16 registers (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements 17 in relation to fractions
• $18$ Names of countries in which the entity has ⁺security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

• Cross reference: rule 7.7.
• Closing date for receipt of 19 acceptances or renunciations
• Names of any underwriters $20$
• Amount of any underwriting fee $21$ or commission

Names of any brokers to the $22$ issue

• Fee or commission payable to the $23$ broker to the issue
• Amount of any handling fee $24$ payable to brokers who lodge acceptances or renunciations on behalf of ⁺security holders
• If the issue is contingent on $25$ *security holders' approval, the date of the meeting
• $26$ Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
• If the entity has issued options, $27$ and the terms entitle option to participate holders on exercise, the date on which notices will be sent to option holders
• Date rights trading will begin (if $28$ applicable)
• Date rights trading will end (if 29 applicable)
• How do ⁺security holders sell 30 their entitlements in full through a broker?
• How do ⁺security holders sell $3¹$ part of their entitlements through a broker and accept for the balance?
• How do ⁺security holders dispose $3²$ of their entitlements (except by sale through a broker)?
• +Despatch date 33

• See chapter 19 for defined terms. 1024844v1

Part 3 - Quotation of securities

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

• Type of securities $34$ (tick one)
• Securities described in Part 1 $(a)$ ⊠
• $(b)$ П 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

• If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders
• If the 'securities are 'equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories
• A copy of any trust deed for the additional +securities 37

Entities that have ticked box 34(b)

Number of securities for which $38$ ⁺quotation is sought Class of ⁺securities for which 39 quotation is sought

Do the ⁺securities rank equally in $40$ 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 $for$ the participate 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 $\overline{or}$ interest payment
• Reason for request for quotation 41 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

and Number $+$ class of all 42 ⁺securities quoted ASX on (including the securities in clause $38)$

Number	+ Class

Quotation agreement

• ⁺Ouotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the +securities to be quoted complies with the law and is $\bullet$ 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

Date: 2 May 2012

Sign here:

. . . . . . . . . . . . . . . . . . . (Director/Company secretary)

Print name: JOHN PALERMO

$\approx$ $=$ $=$ $=$ $=$ $=$ $=$

PELICAN RESOURCES LIMITED

ABN 12063388821

Registered Office: Level 1, 284 Oxford Street, Leederville, Western Australia 6007 Telephone: (08) 9242 1166 Facsimile: (08) 9443 2859

2 May 2012

Notice given under Section 708A(5) of the Corporations Act

This notice is given by the Company under section 708A(5)(e) of the Corporations Act in relation to the issue of 3,000,000 Options (exercisable at \$0.04 before 30 June 2014) by the Company without disclosure to investors under Part 6D.2 of the Corporations Act.

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

• $(a)$ the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
• section 674 of the Corporations Act. $(b)$

The Company confirms that, as at the date of this notice, there is no information that:

• has been excluded from a continuous disclosure notice given to ASX in accordance $(a)$ with the ASX Listing Rules; and
• investors and their professional advisers would reasonably require for the purpose $(b)$ of making an informed assessment of:
• the assets and liabilities, financial position and performance, profits and $(i)$ losses and prospects of the Company; and
• the rights and liabilities attaching to fully paid ordinary shares, $(ii)$

to the extent to which it would be reasonable for investors and their professional advisers to expect to find such information in a disclosure document.

John Palermo Director