SUPERIOR RESOURCES LIMITED — Capital/Financing Update 2018

Apr 25, 2018

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).

• $\mathbf{1}$ +Class of +securities issued or to be issued
• $\overline{2}$ 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; +convertible if securities, the conversion price and dates for conversion)

+ See chapter 19 for defined terms.

$\overline{4}$ 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
• $\overline{5}$ 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
• Number of +securities issued $6c$ without security holder approval under rule 7.1
• $6d$ Number of +securities issued with security holder approval under rule 7.1A

+ See chapter 19 for defined terms.

• Number of +securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of +securities issued 6f under an exception in rule 7.2
• If +securities issued under rule 6g 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)

Number	+Class

+ See chapter 19 for defined terms.

• $\mathfrak{g}$ Number and +class of all *securities not quoted on ASX (including the 'securities insection 2 if applicable)
• 10 Divid trust incre

Number	+Class

dend policy (in the case of a
t, distribution policy) on the
eased capital (interests)

Part 2 - Pro rata issue

11	holderapprovalIssecurityrequired?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the + securities willbe offered
14	+ Class of + securities to which theoffer relates
15	determine+Recorddatetoentitlements
16	differentWillholdingsonregisters (or subregisters) becalculatingaggregatedforentitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has security holders whowill not be sent new offerdocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date forreceiptofacceptances or renunciations

+ See chapter 19 for defined terms.

20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options,and the terms entitle optionholders to participate on exercise,the date on which notices will besent to option holders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders sell theirentitlements in full through abroker?
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?

$\sim$

Appendix 3B Page 5

$\ddot{\phantom{0}}$

+ See chapter 19 for defined terms.

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

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)
• $(a)$

*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 conve 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
• If the 'securities are 'equity securities, a distribution schedule of the additional 36 *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.

Entities that have ticked box 34(b)

38	Number of + securities for which+ quotation is sought	103,560,925 options
39	+ Class of + securities for whichquotation is sought	Options Exercise Price of 1.6 cents Expiring31 August 2019
40	Do the + securities rank equally inall respects from the + issue datewith an existing + class of quoted+ securities?
	If the additional + securities do notrank equally, please state:the date from which they dowhichtheextenttotheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distributioninterestorpayment
41	Reason for request for quotationnowExample; In the case of restricted securities, endof restriction period	Options issued pursuant to the rights issueannounced on 17 January 2018
	(if issued upon conversion ofanother *security, clearly identifythat other +security)
		Number	+Class
42	Number+ classallandοf*securitiesquotedASX.on	688,043,740	Ordinary
	(including the + securities in clause38)	103,560,925	Options 1.6 cent$\alpha$ $\beta$ $\beta$ $\beta$ $\beta$ $\beta$ $\beta$ $\beta$ $\beta$

expiring 31 August 2019

+ See chapter 19 for defined terms.

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.
• $\overline{2}$ 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.
• $\overline{4}$ 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: $\mathbb{S}$ Dinector/Company secretary) Print name:

$\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$

+ 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
Add the following:
Number of fully paid *ordinary securities$\bullet$issued in that 12 month period under anexception in rule 7.2
Number of fully paid +ordinary securities٠issued in that 12 month period withshareholder approval
Number of partly paid +ordinary٠securities 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 ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod
"A"

+ 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
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:
Under an exception in rule 7.2
Under rule 7.1A٠
With security holder approval under rule7.1 or rule 7.4
Note:This applies to equity securities, unlessspecifically excluded - not just ordinarysecuritiesInclude here (if applicable) the securities٠the 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
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
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"
	[Note: this is the remaining placementcapacity under rule 7.1]

+ 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
"А"
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of + equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:This applies to equity securities - notjust ordinary securitiesInclude here - if applicable - thesecurities the subject of the Appendix3B to which this form is annexedDo not include equity securities issued٠under rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtainedIt may be useful to set out issues of٠securities on different dates as separateline items
"E"

$\sim$

$\bar{\omega}$

$\alpha$

+ 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

$\bar{\mathcal{S}}$

$\sim$ $\sim$

+ See chapter 19 for defined terms.

REQUEST ID : 06114432REPORT DATE : 24/04/2018REPORT TIME : 16.32.10

$\sim 10^7$

$\ddot{\phantom{a}}$

SUPERIOR RESOURCES LIMITED

INVESTOR RANGESMONDAY 23 APRIL 2018

PARAMETERS

$\mathcal{A}^{\mathcal{A}}$

Issuer Code	÷	SPQ
Report Name	÷	INVESTOR RANGES REPORT
Security Group	٠$\bullet$
Security Code	$\ddot{\cdot}$	SPQOA
As At Date	÷	23/04/2018
Foreign / Domestic	÷	ALL
Full or Summary	$\ddot{\phantom{a}}$	SUMMARY
Business / Effective Date		$:$ EFFECTIVE
Cross Register Reporting	÷	No
PDF Output	÷	Y
CSV Output		N

SUPERIOR RESOURCES LIMITED

INVESTOR RANGES MONDAY 23 APRIL 2018

Investors Securities % Issued Capital Ranges

Security Code: SPQOA OPT EXP 31/08/2019 @ $0.016

Totals for Security Code SPQOA

1 to 1000	7	1.101	.00
1001 to 5000	39	121,634	.12
5001 to 10000	24	169.531	.16
10001 to 100000	120	4.711.091	4.55
100001 and Over	137	98,557,568	95.17
Total	327	103.560.925	100.00

end of report

$\bar{\gamma}$

$\bar{\gamma}$

$\sim$

$\sim 10^7$

$\sim$

SUPERIOR RESOURCES LIMITED

FIRST 20 INVESTORS REPORTMONDAY 23 APRIL 2018

$\sim 10^6$

PARAMETERS

Issuer Code		SPQ
Report Name		TOP N REPORT
Security Group
Security Code	$\ddot{\cdot}$	SPQOA
As At Date	÷	23/04/2018
Top n	$\ddot{\cdot}$	20
Top Type	$\ddot{\cdot}$	(N)UMBER
Top n OR First n	t	FIRST N
Investor Groups	$\ddot{\cdot}$	Υ
Display Investors in Group :		N
Display Address	t	N
Display HRN	÷	N
Current OR Available Bal	t.	CURRENT
Foreign / Domestic		ALL
Holding Exclusions	$\ddot{\phantom{0}}$
Business / Effective Date	$\ddot{\cdot}$	EFFECTIVE
Cross Register Reporting	t	No
PDF Output	t	Υ
CSV Output	÷	N
Orient Capital CSV Output	÷	Ν

SUPERIOR RESOURCES LIMITED

FIRST 20 INVESTORS REPORT MONDAY 23 APRIL 2018

Rank	Investor	CurrentBalance	% IssuedCapital
	Security: SPQOA - OPT EXP 31/08/2019 @ $0.016
1	YARRAANDOO PTY LTD	7,212,500	6.96%
$\mathbf{2}$	TENBAGGA RESOURCES FUND PTYLTD	4,162,500	4.02%
3	MASSIF HOLDINGS PTY LTD	3,675,278	3.55%
4	JORLYN INVESTMENTS PTY LTD	3,607,502	3.48%
5	VALOREM CAPITAL PTY LTD	3,277,778	3.17%
6	DR LEON EUGENE PRETORIUS	2,916,666	2.82%
7	HBH FAMILY PTY LTD	2,904,166	2.80%
8	KJ HARVEY & ASSOCIATES PTY LTD	2,806,804	2.71%
9	ORCA CAPITAL GMBH	2,777,780	2.68%
10	MR BENJAMIN ROBERT WILLOUGHBY+ MRS CHARMAINE MARIEWILLOUGHBY	2,449,079	2.36%

$\bar{\omega}$

÷,

$\sim$

SUPERIOR RESOURCES LIMITED

FIRST 20 INVESTORS REPORT MONDAY 23 APRIL 2018

Rank	Investor	CurrentBalance	% IssuedCapital
11	MR TERRY TAYLOR +MRS LYNDA LOUISE TAYLOR	2,291,666	2.21%
12	GOLDFIRE ENTERPRISES PTY LTD	2,264,166	2.19%
13	TOLTEC HOLDINGS PTY LTD	2,016,111	1.95%
14	BT PORTFOLIO SERVICES LIMITED	1,781,250	1.72%
15	SWEET AS DEVELOPMENTS PTY LTD	1,462,500	1.41%
16	THIRD REEF PTY LTD	1,388,888	1.34%
17	MR ROGER MARK CROSBY	1,361,111	1.31%
18	KENEPURU BLUE PTY LTD	1,300,000	1.26%
19	BT PORTFOLIO SERVICES LIMITED	1,296,875	1.25%

SUPERIOR RESOURCES LIMITED

FIRST 20 INVESTORS REPORT MONDAY 23 APRIL 2018

Rank	Investor	CurrentBalance	% IssuedCapital
20	TERRA SEARCH PTY LTDContract Contract	1,229,791	1.19%
	TOTAL FOR TOP 20:	52,182,411	Investors2050.39%
			Investors
	TOTAL IN THIS REPORT:	52,182,411	2050.39%
	TOTAL OTHER INVESTORS:	51,378,514	30749.61%
	GRAND TOTAL:	103,560,925	327100.00%

end of report