SUPERIOR RESOURCES LIMITED — Capital/Financing Update 2014

Dec 22, 2014

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

SUPERIOR RESOURCES LIMITED

ABN

72 112 844 407

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

Shares - Fully Paid Ordinary

• Number of +securities issued or $\mathbf{z}$ to be issued (if known) or maximum number which may be issued
• Principal of the $\overline{\mathbf{3}}$ ${\rm terms}$ "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)

30,592,000

Shares-Identical to existing quoted ordinary shares

+ See chapter 19 for defined terms.

4	Do the *securities rank equallyin all respects from the + issuedate with an existing + class ofquoted +securities?If the additional *securities donot rank equally, please state:the date from which they do۰the extent to which they	Shares-yes
	participate for thenextdividend, (in the case of adistribution)trust.orinterest paymentthe extent to which they do۰not rank equally, other thanrelation to the nextindividend,distributionOFinterest payment
5	Issue price or consideration	Shares $0.01 per share (this was based on a9.00% discount to the closing price on therecord date)
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Shares issued pursuant to a Share PurchasePlan that closed on 12 December 2014.The funds raised will be used for thefollowing purposes:Tick Hill Gold Project - commence anassessment program to determine thefeasibility of processing old mine tailings.Data compilation and processing inpreparation for an exploration programaimed at a high grade extension to thedeposit.Victor Project - progress the project todiscover the "Next Mt Isa" lead-zinc-copperdeposit; and to provide general workingcapital requirements for the company.
6a	Is the entity an + eligible entityobtainedsecuritythathasholder approval under rule 7.1A?	No
	If Yes, complete sections $6b - 6h$in relation to the + securities thesubject of this Appendix 3B, andcomply with section 6i

$\overline{\varepsilon}$

+ See chapter 19 for defined terms.

• $6b$ The date the security holder resolution under rule 7.1A was passed
• 6с Number of +securities issued without security holder approval under rule 7.1
• 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 for non-cash $7.1A$ 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
• +Issue dates $\overline{7}$

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.

19 December 2014

+ See chapter 19 for defined terms.

		Number	+ Class
8	Number and + class of all 207,536,372+ securities quoted on ASX(including the + securities insection 2 if applicable)		ORD

Number

$+C$ lass

Number and +class of all $\overline{9}$ tsecurities not quoted on ASX(including the +securities in section 2 if applicable)

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

Part 2 - Pro rata issue

10

$\mathbf{u}$	security holder approvalIs.required?	N/A
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the + securitieswill be offered	N/A
14	+ Class of + securities to which theoffer relates	N/A
15	to determine+Record dateentitlements	N/A
16	holdingson differentWillregisters (or subregisters) becalculatingaggregated forentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	N/A

+ See chapter 19 for defined terms.

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.

• Closing date for receipt of 19 acceptances or renunciations
• Names of any underwriters $20$
• Amount of any underwriting fee ${\bf 21}$ or commission
• Names of any brokers to the $N/A$ 22 issue
• Fee or commission payable to the $\mid N/A \rangle$ 23 broker to the issue
• Amount of any handling fee | N/A $24$ payable to brokers who lodge acceptances or renunciations on behalf of security holders
• If the issue is contingent on $\vert$ $25$ security holders' approval, the date of the meeting
• Date entitlement and acceptance | N/A $26$ form and offer documents will be sent to persons entitled
• If the entity has issued options, $\left[$ $27$ 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 $N/A$ applicable)
• Date rights trading will end (if $N/A$ 29 applicable)

+ See chapter 19 for defined terms.
-------------------------------------	--	--

$N/A$

$N/A$ $N/A$

$N/A$

$N/A$

$N/A$

Appendix 3B Page 5

30	How do security holders sell $N/A$their entitlements in full througha broker?
31	How do security holders sell partof their entitlements through abroker and accept for thebalance?	N/A
32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+ Issue date	N/A

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)

$(b)$

• $(a)$ +Securities described in Part 1
  • 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 theadditional *securities, and the number and percentage of additional *securitiesheld 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

+ See chapter 19 for defined terms.

A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

37

• 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 +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
• 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)

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

Number	+ Class

+ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{\mathbf{z}}$
  • $\bullet$ 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 é *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 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.

. . . . . . . . . . . . . . . . . . .

$== == == == ==$

(Director/Company secretary)

Peter Hwama

Sign here:

Date: 23/12/2014

Print name:

+ See chapter 19 for defined terms.

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 placementcapacity is calculated
Insert number of fully paid + ordinarysecurities on issue 12 months before the*issue date or date of agreement to issue	176,944,372
Add the following:
$\bullet$Number of fully paid + ordinary securitiesissued in that 12 month period under anexception in rule 7.2
Number of fully paid + ordinary securities$\bullet$issued in that 12 month period withshareholder approval
Number of partly paid +ordinary$\bullet$securities that became fully paid in that12 month period
Note:Include only ordinary securities here -other classes of equity securities cannotbe addedInclude here (if applicable) the securities$\bullet$the subject of the Appendix 3B to whichthis form is annexedIt may be useful to set out issues of$\bullet$securities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod
${}^{\text{H}}\mathsf{A}^{\text{H}}$	176,944,372

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	26,541,655
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of + equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	NIL
Under an exception in rule 7.2$\bullet$
Under rule 7.1A$\bullet$
With security holder approval under rule$\bullet$7.1 or rule 7.4
Note:This applies to equity securities, unlessspecifically excluded - not just ordinarysecuritiesInclude here (if applicable) the securities$\bullet$the subject of the Appendix 3B to whichthis form is annexedIt may be useful to set out issues of۰securities on different dates as separateline items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	26,541,655
Note: number must be same as shown inStep 2
Subtract "C"
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.15] - "C"	26,541,655

$,$ + See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
0.10
Note: this value cannot be changed
Step 3: Calculate "E", the amount of placement capacity under rule

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
" $A$ " $\times$ 0.10
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.10] - "E"
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.