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SUREFIRE RESOURCES NL Capital/Financing Update 2017

Jun 27, 2017

65857_rns_2017-06-27_1870ae78-55ea-4029-9822-664b25d54693.pdf

Capital/Financing Update

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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 Fully paid Ordinary Shares (Shares) 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 17,733,990 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) ORD - Fully paid ordinary shares.

4 Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities do notrank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of a Yes
trust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5 Issue price or consideration 1. 17,733,990 – Deemed issue price of $0.001015/share
6 Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) 1. Pursuant to a mandate for the provision of corporateadvisory servicesand as approved at a meeting ofshareholders on 9 Feb 2017.
6a Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, and Yes
comply with section 6i
6b The date the security holderresolution under rule 7.1A waspassed 30 November 2016
6c Number of +securities issuedwithout security holder approvalunder rule 7.1 75,000,000
6d Number of +securities issuedwith security holder approvalunder rule 7.1A
6e Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting) 24,279,990
6f Numberofsecuritiesissuedunder an exception in rule 7.2 Nil
  • 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)
Number +Class
2,401,920,803 Ordinary Shares
430,000,000 Options exercisable at$0.003 each on orbefore 30 December2017
  • 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)
+Class

Issue capacity under Rule 7.1: 274,038,120 Issue capacity under Rule 7.1A: 232,692,080

On or about 28 June 2017

Part 2 – Deleted – Not Applicable

Part 3 - Quotation of securities

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

  • (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

documents Tick to indicate you are providing the information or Information to be provided toASX once available
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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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.
Sign here: (Company Secretary) Date: 28/06/2017

Print name: Victor Turco

== == == == ==

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 placementcapacity is calculated
Insert number of fully paid ordinarysecurities on issue 12 months before dateof issue or agreement to issue 1,559,953,481
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period underan exception in rule 7.2 31,620,666
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval 735,346,656
•Number of partly paid ordinarysecurities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod -
"A" 2,326,920,803
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 349,038,120
7.1 that has already been used Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued: 75,000,000
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C" 75,000,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15 349,038,120
Note: number must be same as shown inStep 2
Subtract "C" 75,000,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C" 274,038,120
Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
2,326,920,803
0.10Note: this value cannot be changed
232,692,080
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used

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

"A" x 0.10 232,692,080
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E" 232,692,080