SUPERIOR RESOURCES LIMITED — Share Issue/Capital Change 2018

Jan 17, 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).

• $^+$ Class of $^+$ securities issued or to $\vert$ $\mathbf{1}$ be issued
• Number of +securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued

Shares - Fully Paid Ordinary Options exercise price of 1.6 cents Expiry 31 August 2019

a) $137,608,769$ 1 b) $68,804384$

<sup>1 Assumes 69,513,270 fully paid ordinary shares are issued under the placement announced on 17 January 2018. These shares are proposed to be issued on 22 January 2018; prior to the record date for the rights issue.

+ See chapter 19 for defined terms.

• Principal ${\rm terms}$ $\mathsf{of}$ the $\overline{3}$ *securities (e.g. if options, exercise price and expiry date; if partly paid 'securities, theamount outstanding and due dates $for$ payment; if +convertible securities, the conversion price and dates for conversion)
• a) Fully paid ordinary shares
• b) Options exercise price of 1.6 cents Expiry 31 August 2019

$\bar{z}$

+ See chapter 19 for defined terms.

If the additional +securities do not rank equally, please state: • 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 distribution) trust. 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 a) $0.009 per share 5 b) Nil (free attaching options) 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 206,413,153 without security holder approval under rule 7.1

Appendix 3B Page 3

Non-renounceable pro rata entitlement offer to expedite exploration of the High Impact Greenvale porphyry, VMS, Vein

Options – No. The options may only be

Fully Paid Ordinary shares -Yes

exercised in accordance with their terms and conditions. Upon conversion of the options to fully paid ordinary shares, the shares will rank equally with existing fully

Do the *securities rank equally $\vert$ $\overline{4}$ in all respects from the +issue date with an existing *class of quoted +securities?

+ See chapter 19 for defined terms.

6d	Number of + securities issuedwith security holder approvalunder rule 7.1A	N/A 2
6e	Number of + securities issuedwith security holder approvalunder rule 7.3, or anotherspecific security holder approval(specify date of meeting)	N/A
6f	Number of + securities issuedunder an exception in rule 7.2	206,413,153
6g	If + securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3? Include the+ issue date and both values.Include the source of the VWAPcalculation.	N/A
6h	If + securities were issued underrule7.1Afornon-cashconsideration,state dateonwhichvaluationοfconsideration was released toASX Market Announcements	N/A
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A - complete Annexure 1and release to ASX MarketAnnouncements	Rule 7.1: 69,513,2703Rule 7.1A: 46,342,1804
	+ Issue datesNote: The issue date may be prescribed byASX (refer to the definition of issue date inrule 19.12). For example, the issue date for apro rata entitlement issue must comply withthe applicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.	9 March 2018
		Number	+ Class

• 3 See footnotes 1 and 2
• 4 See footnotes 1 and 2.

<sup>2 See footnote 1. The Company has agreed to issue 23,171,090 and 46,342,180 shares using its capacity under LR 7.1 and LR 7.1A respectively.

+ See chapter 19 for defined terms.

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

$\bar{z}$

618,530,5735	ordinary
×.

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

Number	+ Class
37,375,000	Options expiring30 June 2019
68,804,384	Options expiring31 August 2019

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

$\big N/A$

Part 2 - Pro rata issue

$\bar{\beta}$

11	security holder approvalIsrequired?	Nο
12 2	Is the issue renounceable or non-renounceable?	non-renounceable
13	Ratio in which the + securitieswill be offered	1 new fully paid ordinary share for every 4fully paid ordinary shares held on therecord date, with 1 option for every 2 newshares issued
14	+ Class of + securities to which theoffer relates	full paid ordinary sharesattaching options
15	to determine+ Record dateentitlements	30 January 2018
16	holdingsdifferentWillonregisters (or subregisters) beforcalculatingaggregatedentitlements?	$\overline{\phantom{a}}$ No

<sup>5 Excludes securities issued under the placement. See footnote 1.

+ See chapter 19 for defined terms.

$\hat{\mathcal{A}}$

17	Policy for deciding entitlementsin relation to fractions	Rounded up
18	Names of countries in which theentity 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.	The offer will only be made to shareholderswith a registered address in Australia orNew Zealand. Ineligible shareholders'entitlement will lapse.
19	Closing date for receiptacceptances or renunciations	of $\vert$ 2 March 2018

$\bar{\mathcal{A}}$

$\ddot{\phantom{a}}$

$\sim$

+ 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	6% of any shortfall placed by holders ofAFSLs and appointed by the Company
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	None
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	2 February 2018
27	If the entity has issued options,and the terms entitle optionholdersparticipatetoonexercise, the date on whichnotices will be sent to optionholders	23 January 2018
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders selltheir entitlements in full througha broker?	N/A
31	How do security holders sell part	N/A
	of their entitlements through abrokerandacceptforthebalance?

+ See chapter 19 for defined terms.

How do security holders dispose $\mid N/A \rangle$ $32$ of their entitlements (except by sale through a broker)?

+Issue date 33

9 March 2018

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)
• $(a)$

$(b)$

*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

• 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
• 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.

Entities that have ticke

• $38$ Number of +secur +quotation is soug
• +Class of +securi 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 $\overline{\text{or}}$ 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)

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

Number	+ Class

ed box $34(b)$
rities for whichht.
ities for which

+ See chapter 19 for defined terms.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{I}$ 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.

• 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 *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: 17 January 2018 Sompany secretary) (Director)

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

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

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

+ See chapter 19 for defined terms.

$\hat{\boldsymbol{\beta}}$

+ 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
Number of fully paid +ordinary securities$\bullet$issued 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
"А"	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 rule 7.1 that has already been used

Insert number of + equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	67,927,725
Under an exception in rule 7.2
Under rule 7.1A
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 securities$\bullet$the 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"	67,927,725
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" $\times$ 0.15	69,513,270
Note: number must be same as shown inStep 2
Subtract "C"	67,927,725
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.15] – "C"	1,585,545[Note: this is the remaining

1,585,545[Note: this is the remaining placement capacity 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
"A"	463,421,804
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"ט	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

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

$\lceil$

$\sim 10^{-1}$

$\hat{\mathcal{A}}$

+ See chapter 19 for defined terms.