SUREFIRE RESOURCES NL ACN 083 274 024

PROSPECTUS

For the offer of up to 450,000,000 Quoted Options to Eligible Applicants

THIS PROSPECTUS IS BEING ISSUED IN ORDER TO FACILITATE SECONDARY TRADING OF THE QUOTED OPTIONS

THIS PROSPECTUS IS ALSO BEING ISSUED IN ORDER TO FACILITATE SECONDARY TRADING OF THE UNDERLYING SHARES TO BE ISSUED UPON EXERCISE OF THE QUOTED OPTIONS PURSUANT TO ASIC CORPORATIONS (SALE OFFERS THAT DO NOT NEED DISCLOSURE) INSTRUMENT 2016/80

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY

THE SECURITIES OFFERED IN CONNECTION WITH THIS PROSPECTUS ARE OF A HIGHLY SPECULATIVE NATURE

IMPORTANT INFORMATION

This Prospectus is dated 17 January 2017 and was lodged with the ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Quoted Options will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

A copy of this Prospectus is available for inspection at the registered office of the Company at 63 Hay Street, Subiaco, WA 6008 during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 4.4).

The Quoted Options offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks.

The Prospectus will be made available in electronic form. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (free of charge) from the Company's principal place of business by contacting the Company. The Offer contemplated by this Prospectus is only available in electronic form to persons receiving an electronic version of this Prospectus within Australia.

Applications by Eligible Applicants for the Quoted Options under the Offer will only be accepted on an Application Form which is attached to, or provided by the Company with a copy of this Prospectus either in paper or electronic form. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by a complete and unaltered copy of this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offer in this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

No action has been taken to permit the offer of Quoted Options under this Prospectus in any jurisdiction other than Australia.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Quoted Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to Eligible Applicants and professional advisers whom Eligible Applicants may consult.

This document is important and should be read in its entirety before deciding to participate in the Offer. This does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 3.

Definitions of certain terms used in this Prospectus are contained in Section 6. All references to currency are to Australian dollars and all references to time are to Perth, Western Australian time, unless otherwise indicated.

CORPORATE DIRECTORY

Board of Directors

Graeme Smith – Non-executive Chairman Brett Clark – Non-executive Director Don Valentino – Executive Director

Company Secretary

Graeme Smith

Auditors

Greenwich & Co Audit Pty Ltd* Level 2 35 Outram Street WEST PERTH WA 6005

Share Registry

Advanced Share Registry* 150 Stirling Highway NEDLANDS WA 6009 Phone: +61 8 9389 8033 Fax: + 61 8 9389 7871

Registered Office

63 Hay Street SUBIACO WA 6008 Phone: +61 8 9382 8822 Email: [email protected]

Stock Exchange Listing

Australian Securities Exchange Surefire Resources NL ASX Code: SRN

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus

INDICATIVE TIMETABLE

Lodgement of Prospectus with the ASIC	17January2017
Lodgement of Prospectus & Appendix 3B with ASX	17January2017
General Meeting of shareholders	9 February 2017
Opening Date of Prospectus	10February2017
Closing Date*	17February 2017
Despatch of Holding Statements	21February 2017
Expected Quotation of Quoted Options	23February 2017

* These dates are indicative only and may change without prior notice. As such the date the Quoted Options are expected to commence trading on ASX may vary.

1. Details of the Offer

1.1 The Offer

The Company is offering, pursuant to this Prospectus, up to 450,000,000 Quoted Options (Offer).

The Quoted Options under the Offer are only offered to the following:

participants in the placement of 250,000,000 Shares at $0.002 each announced by the Company on 28 December 2016 (Placement);
nominees of CPS Capital Group Pty Ltd;
Plato Mining Pty Ltd; and
Don Valentino (or his nominees)

(collectively Eligible Applicants).

No funds will be raised through the issue of the Quoted Options pursuant to this Prospectus as the Quoted Options are free. However, if all of the Quoted Options are exercised, the Company will receive $1.35 million. The Quoted Options offered under this Prospectus to Eligible Applicants will form a new class of securities of the Company. Further details of the rights and liabilities attaching to the Quoted Options are in Section 4.1.

Shareholder approval for the issue of the Quoted Options is being sought at a General Meeting of the Company to be held on 9 February 2017.

Exercise of the Quoted Options is entirely at the discretion of the holder.

All of the Shares issued upon the future exercise of the Quoted Options offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to section 4.2 for further information regarding the rights and liabilities attaching to the Shares.

There is no minimum subscription.

1.2 Purpose of the Prospectus

This Prospectus has been issued to:

(a) facilitate secondary trading of the Quoted Options to be issued under the Offer. A prospectus is required under the Corporations Act to enable persons who are issued the Quoted Options to on-sell those Quoted Options within 12 months of their issue. The Company will not issue the Quoted Options with the purpose of the persons to whom they are issued selling or transferring those Quoted Options, or granting, issuing or transferring interests in those Quoted Options within 12 months of the issue, but this Prospectus provides them the ability to do so should they wish; and
(b) facilitate secondary trading of the Shares to be issued upon exercise of the Quoted Options to be issued under the Offer. Issuing the Quoted Options under this Prospectus will enable persons who are issued the Quoted Options to on-sell the Shares issued on exercise of the Quoted Options pursuant to ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80.

Accordingly, the purpose of this Prospectus is to:

(a) make the Offer;
(b) ensure that the on-sale of Quoted Options does not breach section 707(3) of the

Corporations Act; and

(c) ensure that the on-sale of the underlying Shares to be issued upon the exercise of the Quoted Options is in accordance with ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80.

The Quoted Options to be issued to Participants will be issued pursuant to Shareholder approvals under Listing Rule 7.1 subject to shareholder approval to be sought at the General Meeting on 9 February 2017

No funds will be raised under the Offer. The total estimated expenses of the Offer of $23,544 will be paid by the Company from its existing cash reserves.

1.3 ClosingDate

The Closing Date for the Offer is 17 February 2017. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to extend the Closing Date without prior notice. If the Closing Date is varied, subsequent dates may also be varied accordingly.

1.4 Application Forms

Only Eligible Applicants will be provided a copy of this Prospectus and a personalised Application Form.

Completed Application Forms must be received by the Company prior to the Closing Date. Application Forms should be sent to Surefire Resources NL, 63 Hay Street, Subiaco WA 6008.

If you are in doubt as to the course of action, you should consult your professional advisor.

Acceptance of a completed Application Form by the Company creates a legally binding contract between the Eligible Applicant and the Company for the number of Quoted Options on the Application Form. The Application Form does not need to be signed to be a binding acceptance of the Quoted Options under the Offer.

If the Application Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Application Form, is final.

1.5 Issue Date and despatch

Subject to the Corporations Act and the Listing Rules, the Company intends to issue the Quoted Options under the Offer on or about 21 February 2017.

Security holder statements will be dispatched, as soon as possible after the issue of the Quoted Options under the Offer.

1.6 ASX quotation

Application will be made to ASX no later than 7 days after the date of this Prospectus for official quotation of the Quoted Options under the Offer.

The Quoted Options will only be admitted to official quotation by ASX if the conditions for quotation of new class of securities are satisfied (which include, amongst other things, there being a minimum of 100,000 Quoted Options on issue, with at least 50 holders with a Marketable Parcel).

If permission is not granted by ASX for the official quotation of the Quoted Options offered by this Prospectus within 3 months after the date of this Prospectus (or such period as the ASX allows), the Company will not issue the Quoted Options.

1.7 CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules.

Under CHESS, Applicants will not receive an option certificate but will receive a statement of their holding of Quoted Options.

If you are broker sponsored, ASX Settlement will send you a CHESS statement.

The CHESS statement will set out the number of Quoted Options issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Quoted Options.

If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by Advanced Share Registry and will contain the number of Quoted Options issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to holders of Securities at the end of any calendar month during which the balance of their holdings of Securities changes. Holders of Securities may request a statement at any other time, however, a charge may be made for additional statements.

1.8 Risks of the Offer

An investment in Securities of the Company should be regarded as highly speculative. Some of the more significant risks which affect an investment in the Company are:

(a) going concern risk;
(b) funding risk; and
(c) additional requirements for capital.

Please refer to Section 3 for further details relating to these and other risks of an investment in the Company.

1.9 Residents outside Australia

This Prospectus, and any accompanying Application Form, do not, and is not intended to, constitute an offer of Securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus or the Securities under the Offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and Eligible Applicants who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

1.10 Taxation implications

The Directors do not consider it appropriate to give Eligible Applicants advice regarding the taxation consequences of subscribing for Quoted Options under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Eligible Applicants. As a result, Eligible Applicants should consult their professional tax adviser in connection with subscribing for Quoted Options under this Prospectus.

1.11 Major activities and financial information

A summary of the activities and financial information relating to the Company for the financial year ended 30 June 2016 is in the Annual Report which was lodged with ASX on 3 October 2016.

The Company's continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Annual Report on 3 October 2016 are listed in Section 4.4.

Copies of these documents are available free of charge from the Company. Directors strongly recommend that Eligible Applicants review these and all other announcements prior to deciding whether or not to participate in the Offer.

1.12 Privacy

The Company collects information about each Eligible Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Eligible Applicant's Security holding in the Company.

By submitting an Application Form, each Eligible Applicant agrees that the Company may use the information provided by an Eligible Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

An Eligible Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.

1.13 Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on +61 8 9382 8822.

2. Effect of the Offer

2.1 Effect of Offer

The principal effect of the Offer, assuming all Quoted Options offered under this Prospectus are issued, will be to increase the number of Options from zero as at the date of this Prospectus to 450,000,000.

2.2 Capital structure on completion of the Offer

The effect of the Offer on the capital structure of the Company, assuming all Quoted Options offered under this Prospectus are issued is set out below.

	No.ofShares	No.ofQuotedOptions
Balanceat thedateofthisProspectus	1,972,640,813	-
Securities tobeissuedpursuant totheOffer	-	450,000,000
BalanceaftertheOffer	1,972,640,813	450,000,000(1)

(1) Assumes that the quotation requirements in respect of the Quoted Options are satisfied and that the Quoted Options are quoted. Assumes that 450,000,000 Quoted Options are issued under the Offer with an exercise price of $0.003 each and an expiry date of 30 December 2017.

2.3 Pro forma statement of financial position

To illustrate the effect of the Offer on the Company, the following summary unaudited historical balance sheet has been prepared based on the Company's audited balance sheet as at 30 June 2016.

	June 2016	Post Balance DateEvents (unaudited)	June 30 2016 ProForma
ASSETS
Current assets
Cash and cash equivalents	148,225	475,400	623,625
Trade and other receivable	11,776		11,776
Total current assets	160,001	475,400	635,401
Non-current assets
Property, plant & equipment	91,522		91,522
Deferred Exploration expenditure	840,000		840,000
Total non-current assets	931,522	-	931,522
TOTAL ASSETS	1,091,523	475,400	1,566,923
LIABILITIES
Current liabilities
Trade and other payables	517,432	(160,000)	357,432
Borrowings	1,008,362		1,008,362
Total current liabilities	1,525,794	160,000	1,365,794

	June 2016	Post Balance DateEvents (unaudited)	June 30 2016 ProForma
TOTAL LIABILITIES	1,525,794	(160,000)	1,365,794

NET LIABILITIES	(434,271)	635,400	201,129

EQUITY
Contributed equity	22,025,668	839,990	22,865,658
Accumulated losses	(22,459,939)	(204,590)	(22,664,529)
SURPLUS / (DEFICIT) IN SHAREHOLDERSFUNDS	(434,271)	635,400	201,129

Basis of Preparation

The pro forma balance sheets have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

The pro forma statement of financial position is based on the audited financial position as at 30 June 2016 that has then been adjusted to reflect the material transactions as per the notes to the pro forma above.

2.4 Market price of Shares

The highest and lowest market sale prices of the Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.004 per Share on 2 November 2016

Lowest: $0.001 per Share on 31 October 2016

The latest available market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with the ASIC was $0.002 per Share on 16 January 2017.

2.5 Dividend Policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

2.6 Details of substantial shareholders

Based on publicly available information as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
Plato MiningPtyLtd	370,000,000	18.75

The Offer will have no effect on the quantity of Shares held by this substantial shareholder as only Options are being issued.

3. Risk factors

The Quoted Options offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Options pursuant to this Prospectus.

There are specific risks which relate directly to the Company's business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Company's securities.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

3.1 Specific risks associated with the Company

(a) Going concern risk

The Directors have determined that future equity raisings will be required to assist the funding of the Company's activities to meet the Company's objectives. There is no certainty that these will be successfully completed to provide adequate working capital for the Company.

(b) Funding risk

At the date of this Prospectus, the Company has no income producing assets and will generate losses for the foreseeable future. Until it is able to develop a project and generate appropriate cash flow, it is dependent upon being able to obtain future equity or debt funding to support long term exploration, after the expenditure of the net proceeds raised under the Placement. Neither the Company nor any of the Directors nor any other party can provide any guarantee or assurance that if further funding is required, such funding can be raised on terms favourable to the Company (or at all).

Any additional equity funding will dilute existing Shareholders. Also, no guarantee or assurance can be given as to when a project can be developed to the stage where it will generate cash flow. As such, a project would be dependent on many factors, for example exploration success, subsequent development, commissioning and operational performance.

The Company's capital requirements depend on numerous factors. .Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

3.2 Specific industry risks

(a) Environmental

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

(b) Exploration

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

(d) Operations

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests.

(e) Tenure and access

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved.

All tenements are subject to the applicable mining acts and regulations in Western Australia. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company's projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

(f) Government policy changes

Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitted in Western Australia may change, resulting in impairment of rights and possibly expropriation of the Company's properties without adequate compensation.

3.3 General risks

(a) Economic

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

(b) Market conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) commodity prices;
(iv) interest rates and inflation rates;
(v) changes in investor sentiment toward particular market sectors;
(vi) the demand for, and supply of, capital; and
(vii) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

(d) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(e) Stock market conditions

As with all stock market investments, there are risks associated with an investment in the Company which are beyond the control of the Company or the Directors. Share and option prices may rise or fall and the price of Quoted Options might trade below or above the exercise price for the Quoted Options.

As an ASX-listed company, general factors that may affect the market price of Shares and options include economic conditions in both Australia and internationally, investor sentiment and local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity process, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates. These factors may materially affect the market price of the securities regardless of the Company's performance.

(f) Liquidity risk

There can be no guarantee that there will continue to be an active market for Shares or the Quoted Options or that the price of Shares or Quoted Options will increase. There may be

relatively few buyers or sellers of Shares and/or Quoted Options on ASX at any given time. This may affect the volatility of the market price of Shares and/or Quoted Options. It may also affect the prevailing market price at which Shareholders are able to sell their Shares and/or Quoted Options. This may result in Shareholders receiving a market price for their Shares that is less or more than the price paid to exercise the Quoted Options.

3.4 Speculative nature of investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company.

The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Quoted Options offered under this Prospectus. Eligible Applicants should consider that an investment in the Company is highly speculative and should consult their professional adviser before deciding whether to apply for Quoted Options pursuant to this Prospectus.

4. Additional information

4.1 Terms and Conditions attaching to Quoted Options

The Quoted Options offered pursuant to this Prospectus entitle a holder to subscribe for Shares on the following terms and conditions:

(a) Entitlement

Each Quoted Option entitles the holder to subscribe for one Share upon exercise of the Quoted Option.

(b) Exercise Price

Subject to paragraph 4.2(k), the amount payable upon exercise of each Quoted Option will be $0.003 (Exercise Price).

Each Quoted Option will expire at 5.00pm (AWST) on 30 December 2017 (Expiry Date). A Quoted Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Quoted Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Quoted Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Quoted Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Quoted Option being exercised in cleared funds (Exercise Date).

(g) Quotation

Provided the Company can meet the minimum requirements pursuant to the Listing Rules, the Company will apply for quotation of the Quoted Options on ASX.

(h) Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Quoted Options.

(i) Timing of issue of Shares on exercise

After a Quoted Option is validly exercised, the Company must, within, 15 Business Days of receipt of the Notice of Exercise and receipt of cleared funds equal to the Exercise Price of the exercised Quoted Option:

(i) issue the Share; and
(ii) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 10 Business Days after issuing the Share.
(j) Shares issued on exercise

Shares issued on exercise of the Quoted Options rank equally with the then issued shares of the Company.

(k) Reconstruction of capital

In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the Expiry Date, all rights of the Quoted Option holder will be varied in accordance with the Listing Rules.

(l) Participation in new issues

There are no participation rights or entitlements inherent in the Quoted Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Quoted Options without exercising the Quoted Options.

(m) Change in exercise price

The Company may change the exercise price of the Quoted Options or the number of Shares over which the Quoted Options are exercisable in the event of the Company making a pro-rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue) in accordance with Listing Rule 6.22.2A.

(n) Adjustment for bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of a Quoted Option will be increased by the number of Shares which the holder would have received if the holder of the Quoted Options had exercised the Quoted Option before the record date for the bonus issue; and
(ii) no change will be made to the Quoted Option exercise price.
(o) Transferability

The Quoted Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

4.2 Rights and liabilities attaching to Shares

There is only one class of Share in the Company, fully paid ordinary shares. The following is a summary of the more significant rights and liabilities attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

Full details of the rights attaching to the Shares of the Company are in the Constitution of the Company, a copy of which is available for inspection at the Company's registered office during normal business hours.

(a) GeneralMeetings

Shareholders are entitled to be present in person or by proxy, attorney or representative to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares of the Company, at general meetings of Shareholders or classes of Shareholders:

(i) each Shareholder entitled to vote, may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares, shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend Rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares but only out of the profits of the Company.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company.

Subject to the ASX Listing Rules and the Corporations Act, the Company may implement a dividend reinvestment plan on any terms, under which participants may elect in respect of all or part of their Shares to apply the whole or any part of a dividend from the Company in subscribing for securities of the Company or a related body corporate of the Company. The Directors may, at their discretion, implement, amend, suspend or terminate a dividend reinvestment plan subject to the ASX Listing Rules.

(d) Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules.

(f) Variation of Rights

Pursuant to Section 246B of the Corporations Act, the Company may, the rights attached to the shares in any class may be varied or cancelled only with the written consent of the holders of at least three-quarters of the issued shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

(g) Alteration of constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special

resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

4.3 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the stock market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Securities.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report.

This Prospectus is a "transaction specific prospectus". In general terms a "transaction specific prospectus" is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Eligible Applicants should therefore have regard to the other publicly available information in relation to the Company.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from ASIC (see Section 4.4 below).

4.4 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from ASIC. The Company will provide free of charge to any person who requests it during the period of the Offer, a copy of:

(a) the Annual Report, being the last financial year for which an annual financial report was lodged with ASIC in relation to the Company before the issue of the Prospectus; and
(b) the following notices given by the Company to notify ASX of information relating to the Company during the period from the date of lodgement of the Annual Report referred to in paragraph 4.4(a) and before the date of issue of this Prospectus are as follows:

Date	DescriptionofAnnouncement
17/01/2017	Exceptionally High Grade Silver and Lead at Kooline
06/01/2017	Valuations under LR7.1A.3
28/12/2016	Appendix 3B & Cleansing Statement
19/12/2016	Reinstatement to official quotation
19/12/2016	Capital Raising Mandate
16/12/2016	Suspension from Official Quotation

14/12/2016	Trading Halt
7/12/2016	Change of Company Name
5/12/2016	Change of Director's Interest Notice * 3
2/12/2016	Appendix 3B
30/11/2016	Results of Meeting
10/11/2016	Fieldwork related activities commenced at Kooline Project
2/11/2016	Appendix 3B & Cleansing Notice
2/11/2016	Reinstatement to Official Quotation
2/11/2016	High Grade Silver Copper Lead Project Acquisition
1/11/2016	Notice of Annual General Meeting/Proxy Form
1/11/2016	Exploration Update Unaly Hill
31/10/2016	Quarterly Activities and Cashflow Report
31/10/2016	Voluntary Suspension
3/10/2016	Appendix 4G

The following documents are available for inspection throughout the period of the Offer during normal business hours at the registered office of the Company at 63 Hay Street, Subiaco, WA 6008:

(a) this Prospectus;
(b) the Constitution; and
(c) the consents referred to in Section 4.12 and the consents provided by the Directors to the issue of this Prospectus.
4.5 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules other than as is set out in this Prospectus.

4.6 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing Securities under this Prospectus.

4.7 Directors' interests

Except as disclosed in this Prospectus, no Director and no firm in which a Director or proposed director is a partner:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Securities offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Securities offered under this Prospectus; or
(b) has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or Securities offered under this Prospectus.
4.8 Directors' interests in Securities

Set out in the table are details of the Directors' relevant interests in the Securities at the date of this Prospectus:

Director	Shares
Graeme Smith	49,833,333
Brett Clark	6,250,000
Don Valentino	2,083,333

4.9 Directors' remuneration

The remuneration of an executive Director is decided by the Board. The total maximum remuneration of non-executive Directors is determined by the Company in general meeting, or until so determined, as the Directors resolve.

The determination of non-executive Directors' remuneration within that maximum will be made by the Board, failing which the maximum will be divided between the non-executive directors equally. The current amount has been set at an amount not to exceed $250,000 per annum.

A Director may be paid fees or other amounts (ie non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs extra or special services. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

Director	2016(Actual)	2015(Actual)
MrGraeme Smith	$20,000	-
MrBrett Clark	$10,000	-
MrDon Valentino	-	-
Mr Peter Elliott*	$30,000	$30,000
Mr Vladimir Nikolaenko*	$30,000	$30,000
Mr Ed Gilfillan*	$30,000	$30,000

The following table shows the total annual remuneration paid to both executive and non-executive directors.

*Messrs Elliott, Nikolaenko and Gilfillan are no longer directors of the Company

4.10 Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Securities offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Securities offered under this Prospectus; or
(b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Securities offered under this

Prospectus.

Richard O'Shannassy & Co Pty Ltd (an incorporated legal practice) will be paid fees of approximately $5,000 (plus GST) in relation to the preparation of this Prospectus. During the 24 months preceding the date of this Prospectus, Richard O'Shannassy & Co Pty Ltd has not been paid any fees and has not provided any legal services to the Company.

Advanced Share Registry has been appointed to conduct the Company's share registry functions and to provide administrative services in respect to issue of the Quoted Options, and will be paid for these services on standard industry terms and conditions.

4.11 Expenses of Offer

The estimated expenses of the Offer are as follows:

	$
ASICLodgement fee	2,350
ASXquotationfee	6,194
Legal,preparationandprintingexpenses	15,000
Total	23,544

4.12 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Securities under this Prospectus), the Directors, underwriters (if any), any persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to below:

(a) does not make the Offer;
(b) does not make, or purport to make, any statement that is included in this Prospectus, or a statement on which a statement made in this Prospectus is based, other than as specified below or elsewhere in this Prospectus; and
(c) has given and has not, prior to the lodgement of this Prospectus with ASIC, withdrawn consent to the inclusion of the statements in this Prospectus that are specified below in the form and context in which the statements appear.

Richard O'Shannassy & Co Pty Ltd has given, and has not withdrawn prior to the lodgement of the Prospectus with ASIC, its written consent to being named in this Prospectus as solicitors to the Company in the form and context in which it is named.

Advanced Share Registry has given, and has not withdrawn and has not withdrawn prior to the lodgement of the Prospectus with ASIC, its written consent to be named as the Company's share registry in the form and context in which it is named. Advanced Share Registry has had no involvement in the preparation of any part of this Prospectus other than being named as the share registry of the Company.

Only to the maximum extent permitted by law, each of the persons referred to above expressly disclaims and takes no responsibility for any part of this Prospectus other than the references to their name.

5. Directors' Statement and Consent

This Prospectus is authorised by each of the Directors of the Company. This Prospectus is signed for and on behalf of Company by:

Graeme Smith Chairman

Dated: 17 January 2017

6. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$	Australiandollars
AWST	AustralianWesternStandardTime,beingthetimeinPerth,WesternAustralia
AdvancedShareRegistry	Advanced Share Registry Pty Ltd
AnnualReport	thefinancialreportlodgedbytheCompanywithASICinrespecttotheyearended30June2016andincludesthecorporatedirectory,chairman'sreport,reviewofactivities,Shareholderinformation,financialreportoftheCompanyanditscontrolledentitiesfortheyearended30June2016,togetherwithaDirectors'reportinrelationtothatfinancialyearandtheauditor'sreportfortheperiodto30June2016
Application	avalidapplicationforQuoted OptionsundertheOffermadeonanApplicationForm
ApplicationForm	theApplicationFormprovidedbytheCompanywithacopyofthisProspectus
ASIC	AustralianSecuritiesandInvestmentsCommission
ASXSettlement	ASXSettlementPtyLimitedACN008504532
ASX	ASXLimitedACN008129164andwherethecontextpermitstheAustralianSecuritiesExchangeoperatedbyASXLimited
BusinessDay	MondaytoFridayinclusive,otherthanadaythatASXdeclaresisnot abusinessday
CHESS	ASXClearingHouseElectronicSubregistrySystem
ClosingDate	hasthemeaninggiveninSection1.3
Company	Surefire Resources NLACN083 274 024
Constitution	theconstitutionoftheCompanyasat the dateofthisProspectus
CorporationsAct	CorporationsAct(Cth)2001
Directors	thedirectorsoftheCompanyasatthedateofthisProspectus
Eligible Applicants	has the meaning given in Section 1.1
Expiry date	means 30 December 2017
IssuerSponsored	securitiesissuedbyanissuerthatareheldinuncertificatedformwithouttheholderenteringintoasponsorshipagreementwithabrokerorwithouttheholderbeingadmittedasaninstitutionalparticipant inCHESS
Quoted Option	anOptionhavingthetermsandconditionsdetailedinSection4.1

ListingRules	thelistingrulesofASX
MarketableParcel	themeaninggivenintheListingRules
Offer	theofferof Quoted OptionsunderthisProspectusdetailedinSection1.1
Option	anoptiontoacquireaShare
Participant	aparticipantinthePlacement
Placement	has themeaninggiveninSection1.1
Prospectus	thisprospectuswiththedateinSection5
Section	asectionofthisProspectus
Securities	anysecuritiesincludingSharesorOptions
Share	afullypaidordinaryshareinthecapitaloftheCompany
Shareholder	aholderofShares