SUPERIOR RESOURCES LIMITED — Capital/Financing Update 2018

Jan 21, 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).

Shares - Fully Paid Ordinary $\mathbf{1}$ +Class of +securities issued or to be issued Options exercise price of 1.6 cents Expiry 31 August 2019 Number of +securities issued or $\overline{2}$ a) $69,513,224$ to be issued (if known) or b) $34,756,609$ maximum number which may be issued Principal $terms$ of the a) Fully paid ordinary shares $\overline{\mathbf{3}}$ *securities (e.g. if options, b) Options exercise price of 1.6 cents exercise price and expiry date; if Expiry 31 August 2019 partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

+ See chapter 19 for defined terms.

• Do the *securities rank equally Fully Paid Ordinary shares -Yes $\overline{4}$ in all respects from the +issue date with an existing +class of Options – No. The options may only be quoted +securities? exercised in accordance with their terms and conditions. Upon conversion of the If the additional *securities do options to fully paid ordinary shares, the not rank equally, please state: shares will rank equally with existing fully • the date from which they do paid ordinary shares on issue. • 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 Issue price or consideration 5 a) $0.009 per share b) Nil (free attaching options) 6 Purpose of the issue Shares and options issued to sophisticated (If issued as consideration for and professional investors in order to the acquisition of assets, clearly expedite exploration of the High Impact identify those assets) Greenvale porphyry, VMS, Vein Gold Prospects 6a Is the entity an +eligible entity 28 November 2017 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 $N/A$ resolution under rule 7.1A was passed $6c$ Number of +securities issued 23,171,044 Fully paid ordinary shares
• without security holder approval under rule 7.1

34,756,609 options at exercise price of 1.6 cents expiry 31 August 2019

+ See chapter 19 for defined terms.

• 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
• +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.

8 Number and +class of all *securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+ Class
550,435,0281	ordinary

1 The Company has also announced a non-renounceable rights issue. See the announcement dated 17 January 2018

46,342,180 fully paid ordinary shares

$N/A$

yes, $15$ day VWAP = $1.071$ cents 75% 15 day VWAP= 0.803 cents Source of the VWAP calculation is through a Stock Broker and calculations checked

$N/A$

Rule 7.1: 1,585,617 Rule 7.1A: NIL

22 January 2018

+ See chapter 19 for defined terms.

$\sim$

$\sim$

$\sim 10^7$

+ See chapter 19 for defined terms.

	Number	+ Class
Number and + class of all 37,375,000*securities not quoted on ASX(including the + securities insection 2 if applicable)		Options expiring30 June 2019
	34,756,609	Options expiring

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

34,756,609	Options expiring
	31 August 2019
N/A

Part 2 - Pro rata issue

$\mathbf{11}$	holderIssecurityapprovalN/Arequired?
12	Is the issue renounceable or non-N/Arenounceable?
13	Ratio in which the + securitiesN/Awill be offered
14	+ Class of + securities to which theN/Aoffer relates
15	+ RecorddatedetermineN/Atoentitlements
16	WillholdingsdifferentN/Aonregisters (or subregisters) beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsN/Ain relation to fractions
18	Names of countries in which theN/Aentity has security holders whowill not be sent new offerdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.

Cross reference: rule 7.7.

+ See chapter 19 for defined terms.

Closing date for receipt of 19 acceptances or renunciations

+ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	N/A
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise, the date on whichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (if $N/A$applicable)
30	How do security holders selltheir entitlements in full througha broker?	N/A
31	How do security holders sell partof their entitlements through abrokeracceptandforthebalance?	N/A

+ See chapter 19 for defined terms.

32	How do security holders dispose $ N/A$of their entitlements (except bysale through a broker)?
	+ 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)
• $(a)$

*Securities described in Part 1

$(b)$

35

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 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

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

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• $38$ Number of +securities for which +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 $\bullet$ not rank equally, other than in relation to the next dividend. distribution $\alpha$ r 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)

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

Number	+ Class

+ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf 1$ +Quotation 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. $\overline{2}$
  • 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 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 tquotation 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 January 2018 (DirectoNCompany secretary)

Print name: Carlos Alberto Fernicola....................................

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

+ See chapter 19 for defined terms.

+ 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 capitalStep 1: Calculate "A", the base figure from which the placementcapacity is calculated
Add the following:
Number of fully paid +ordinary securitiesissued in that 12 month period under anexception in rule 7.2	83,600,000
$\bullet$Number of fully paid +ordinary securitiesissued in that 12 month period withshareholder approval	100,684,432
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 securitiesthe 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	Nil
"Д"	463,421,804

+ 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	69,513,270
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:	67,927,653
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 securitiesthe subject of the Appendix 3B to whichthis form is annexedIt may be useful to set out issues of٠securities on different dates as separateline items
"C"	67,927,653
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	69,513,270
Note: number must be same as shown inStep 2
Subtract "C"	67,927,653
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.15] – "C"	1,585,617
	[Note: this is the remaining placementcapacity under rule 7.1]

$\ddot{\phantom{1}}$

$\ddot{\phantom{a}}$

+ 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
"A"Note: number must be same as shown inStep 1 of Part 1	463,421,804
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	46,342,180
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	46,342,180
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 issuedunder 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 ofsecurities on different dates as separateline items
"E"	0

$\hat{\mathcal{L}}$

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
$"A" \times 0.10$	46,342,180
Note: number must be same as shown inStep 2
Subtract "E"	46,342,180
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.10] – "E"	0
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.