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SUREFIRE RESOURCES NL Capital/Financing Update 2017

Feb 12, 2017

65857_rns_2017-02-12_24f989e7-1081-4dcc-9025-01a52ea8d552.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 330,000,000 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 atrust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment Yes
5 Issue price or consideration Nil
6 Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) 1.250,000,000 - Issued pursuant to a sale agreementfor the acquisition of 90% of the Kooline Projecttenements (E08/2372 & E08/2373)2.75,000,000 –Issued pursuant to shareholderapproval at a general meeting held on 9 February2017 in lieu of outstanding amounts owed3.5,000,000–Issuedpursuanttoshareholderapproval at a general meeting held on 9 February2017 on the terms of an appointment
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, andcomply with section 6i Yes
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 Nil
6d Number of +securities issuedwith security holder approvalunder rule 7.1A Nil
  • 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)

330,000,000 – Issued pursuant to shareholder approval at a general meeting held on 9 February 2017

Nil

Issue capacity under Rule 7.1: 345,396,122 Issue capacity under Rule 7.1A: 230,264,081

80,000,000 – 10 February 2013 250,000,000 – 13 February 2013

Number +Class
2,302,640,813 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

(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 ordocuments 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: ............................................................Date: 13/02/2017 (Company Secretary)

Print name: Graeme Smith

== == == == ==

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 711,066,666
•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" 2,302,640,813
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 345,396,122
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 7.1A
•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" -
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15 345,396,122
Note: number must be same as shown inStep 2
Subtract "C" -
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C" 345,396,122
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 2,302,640,813
Step 2: Calculate 10% of "A"
"D" 0.10Note: this value cannot be changed
Multiply "A" by 0.10 230,264,081
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 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E" -

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 2 230,264,081 Subtract "E" Note: number must be same as shown in Step 3 Total ["A" x 0.10] – "E" 230,264,081

13 February 2017

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 10 February 2017, Surefire Resources NL ("Company") issued 80,000,000 fully paid ordinary shares at a deemed issue price of $0.002 each and on 13 February 2017 250,000,000 fully paid ordinary shares at a deemed issue price of $0.015 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

Graeme Smith Company Secretary