SUREFIRE RESOURCES NL — Capital/Financing Update 2016

Dec 27, 2016

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ASX Announcement

28 December 2016

SUCCESSFUL SHARE PLACEMENT, LISTING RULE 3.10.5.A INFORMATION

Surefire Resources NL (SRN) is pleased to advise that it has raised $500,000 in a placement of 250 million shares to professional and sophisticated investors at an issue price of $0.002 each.

The placement was made under the Company’s capacity under Listing Rule 7.1.

Subsequent to completion of the Placement, the Company will issue one free attaching listed option for each share subscribed for under the Placement (exercisable at $0.003 and expiring on 30 December 2017). The listed options will be issued, subject to shareholder and regulatory approval, under a Prospectus which will be lodged by the Company with ASX and ASIC shortly.

The funds raised from the Placement will be used for further field activity, a drilling program at Kooline and working capital.

The Company has also issued, pursuant to a mandate with CPS Capital Group, 9,000,000 shares at a deemed issue price of $0.002 under the Company’s capacity under Listing Rule 7.1 A.

The Company provides the following information in accordance with Listing Rule 3.10.5A.

The shares issued under LR 7.1A will result in a dilution to existing shareholders of approximately 0.46%.

There were no underwriting arrangements or other expenses in connection with the issue.

Yours faithfully

SUREFIRE RESOURCES NL

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Graeme Smith Company Secretary

A.C.N. 083 274 024 +61 8 9 382 8822

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

Name of entity

SUREFIRE RESOURCES NL (SRN)

ABN

48 083 274 024

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).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (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)	Fully paid Ordinary Shares (Shares)
	259,000,000
	ORD - Fully paid ordinary shares.

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 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 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 6c 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	Yes
	1. 250,000,000 - Issue price of $0.002 each 2. 9,000,000 – Deemed Issue price of $0.002 each
	1. Placement for exploration activities and working capital 2. Pursuant to a mandate for the provision of corporate advisory services
	Yes
	30 November 2016
	250,000,000 9,000,000
	9,000,000

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 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A	N/A
	Nil
	Yes – Issue date 28 Dec 2016. Source - Miraqle Online 75% 15 day VWAP - $0.0018 Price - $0.002
	28 Dec 2016
	Issue capacity under Rule 7.1: 3,046,122 Issue capacity under Rule 7.1A: 133,030,749
	28 December 2016
	Number	+Class
	1,972,640,813	Ordinary Shares
	Number	+Class
	n/a

Part 2 – Deleted – Not Applicable

Part 3 - Quotation of securities

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

• 34 Type of securities ( 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 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 Information to be provided to

documents ASX once available

• 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

• 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

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 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.

• 4 We give ASX the information and documents required by this form. If any 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.

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Sign here: ............................................................ Date: 28/12/2016 (Company Secretary)

Print name: Graeme Smith

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary 1,559,953,481
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 31,620,666
issued in that 12 month period under
an exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
95,400,000
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid ordinary -
securities cancelled during that 12 month
period
“A” 1,686,974,147
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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	253,046,122
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	250,000,000
“C”	250,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	253,046,122
Subtract“C” Note: number must be same as shown in Step 3	250,000,000
Total[“A” x 0.15] – “C”	3,046,122 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	253,046,122
Note: number must be same as shown in
Step 2
Subtract“C”	250,000,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	3,046,122
	[Note: this is the remaining placement
	capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	1,686,974,147
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	168,697,415
Step 3: Calculate “E”, the amount 7.1A that has already been used	of placement capacity under rule
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	35,666,666
“E”	35,666,666

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	168,697,415
Subtract“E” Note: number must be same as shown in Step 3	35,666,666
Total[“A” x 0.10] – “E”	133,030,749 Note: this is the remaining placement capacity under rule 7.1A

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28 December 2016

Company Announcements Office ASX Limited

Dear Sir

ISSUE OF SUREFIRE RESOURCES NL SHARES – SECONDARY TRADING NOTICE - NOTIFICATION PURSUANT TO PARAGRAPH 708A(5)(e) OF THE CORPORATIONS ACT 2001 ("Act")

On 28 December 2016, Surefire Resources NL (" Company ") issued 250,000,000 fully paid ordinary shares at an issue price of $0.002 each and 9,000,000 fully paid ordinary shares at a deemed issue price of $0.002 each (" Securities ").

Secondary Trading Exemption

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

• (a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;

• (b) as at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

• (c) as at the date of this notice there is no information:

• i. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• ii. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  • A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

  • B. the rights and liabilities attaching to the Securities.

Yours faithfully,

SUREFIRE RESOURCES NL

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Graeme Smith

Company Secretary