SUREFIRE RESOURCES NL — Capital/Financing Update 2017

Jan 23, 2017

ASX Announcement

24 January 2017

AMENDMENT TO NOTICE OF MEETING - ASX WAIVER FROM LISTING RULE

& VOTING DILUTION TABLE

Surefire Resources NL (SRN) announced on 19 December 2016 that it had signed a mandate with CPS Capital Group Pty Ltd to raise up to $500,000 by way of placement to sophisticated/professional investors via the issue of 250,000,000 fully paid ordinary shares at $0.002 per share.

Pursuant to a mandate between the Company and CPS Capital, the Company has agreed to pay CPS Capital a corporate advisory fee of $6,000 per month, in shares and payable quarterly in advance, for a period of 12 months.

Subsequent to the signing of the mandate, the Company applied for a waiver of Lisiting Rule 7.3.2 to ASX Limited (ASX).

ASX has granted the waiver in relation to Listing Rule 7.3.2 as set out below.

DECISION

• 1. Based solely on the information provided, in connection with the agreement between Surefire Resources NL ("Company") and CPS Capital Group Pty Ltd ("CPS")("Mandate") and the proposed issue of up to 108,000,000 fully paid ordinary shares in the Company ("Mandate Shares") to CPS, ASX Limited ("ASX") grants a waiver from listing rule 7.3.2 to the extent necessary to permit the Company's notice of meeting for shareholder approval for the issue of the Mandate Shares to CPS, in connection with the Mandate not to state that the Mandate Shares will be issued later than three months after the date of the meeting at which approval is being sought, on the following conditions.
  • 1.1. The Mandate Shares will be issued no later than 31 December 2017, subject to shareholder approval having been obtained;
  • 1.2. If the Company releases its annual report during a period in which the Mandate Shares are issued or remain to be issued, the annual report discloses details of the Mandate Shares issued in that annual reporting period, the number of the Mandate Shares that remain to be issued and the basis on which they may be issued;
  • 1.3. In any half year or quarterly report for a period during which any of the Mandate Shares have been issued or remain to be issued, the Company must include a summary statement of the number of Mandate Shares issued during the reporting period, the number of Mandate Shares that remain to be issued and the basis on which the Mandate Shares may be issued; and
  • 1.4. The Company immediately releases a voting dilution table setting out the number of securities and potential dilution that will occur if the number of securities issued is based upon a 10 trading day volume weighted average price that is equal to:
    • 1.4.1. $0.0005;
    • 1.4.2. $0.001;
    • 1.4.3. $0.0015; and
    • 1.4.4. $0.002
  • 1.5. The terms of this waiver are immediately disclosed to the market and in the Notice.

2. ASX has considered listing rules 7.3.2 only and makes no statement as to the Company's compliance with other listing rules

Voting Dilution Table

The Company currently has 1,972,640,813 fully paid ordinary shares on issue. Under the Mandate, shares issued in respect of the corporate advisory fees must be issued quarterly. The below table shows the impact on the Company's issued capital based on various share price assumptions at the relevant quarterly dates:

	Number of Shares on issue
Description	Estimated 10day VWAP of$0.0005	Estimated 10day VWAP of$0.001	Estimated 10day VWAP of$0.0015	Estimated 10day VWAP of$0.002
Opening balance	1,972,640,813	1,972,640,813	1,972,640,813	1,972,640,813
19 March 2017	36,000,000	18,000,000	12,000,000	9,000,000
Sub total	2,008,640,813	1,990,640,813	1,984,640,813	1,981,640,813
19 June 2017	36,000,000	18,000,000	12,000,000	9,000,000
Sub total	2,044,640,813	2,008,640,813	1,996,640,813	1,990,640,813
19 September 2017	36,000,000	18,000,000	12,000,000	9,000,000
Sub total	2,080,640,813	2,026,640,813	2,008,640,813	1,999,640,813
Total Dilutionary Effect	5.2%	2.7%	1.8%	1.4%

Yours faithfully SUREFIRE RESOURCES NL

Graeme Smith Company Secretary