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SUREFIRE RESOURCES NL Capital/Financing Update 2018

Apr 26, 2018

65857_rns_2018-04-26_2d0286bd-f969-4eab-8593-c08311fe13ad.pdf

Capital/Financing Update

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27 April 2018

Dear Shareholder

Notice to Eligible Shareholders - Renounceable Entitlement Issue

__________________________________________________________________________________

On 24 April 2018 Surefire Resources NL ACN 083 274 024 (Company) announced that the Company would be conducting a renounceable entitlement issue to eligible shareholders of approximately 300,252,600 fully paid ordinary shares (Shares) at an issue price of $0.012 per Share on the basis of two and half (2.5) Shares for every one (1) Share held at 5:00pm (WST) on 1 May 2018 (Record Date) together with one (1) free attaching Option (Free-Attaching Options), and one (1) free attaching Contributing Share (Contributing Shares), for each Share issued, to raise approximately $3,603,031 before expenses (Entitlement Issue or Offer).

The Entitlement Issue will be fully underwritten by CPS Capital Group Pty Ltd (CPS Capital). CPS Capital is also lead manager and corporate advisor to the Offer.

The Entitlement Issue will be made to all registered shareholders on the Record Date who are recorded on the Company's register as residing in Australia and New Zealand as at the Record Date. All other shareholders are not eligible to participate in the Entitlement Issue and will be notified by the Company separately.

The Entitlement Issue is made pursuant to a prospectus lodged with the Australian Securities and Investments Commission (ASIC) on 24 April 2018 (Prospectus) and released to the Australian Securities Exchange (ASX) on the same date. The Prospectus is available on the Company's website: www.surefireresources.com.au or on the ASX website (company announcements section, ASX code: SRN): www.asx.com.au.

It is anticipated that the Prospectus, together with an Entitlement and Acceptance Form, will be sent to all eligible shareholders in Australia and New Zealand on 2 May 2018.

Proposed Timetable*

The current proposed timetable for the Entitlement Issue is set out below. The dates are indicative only and the Company reserves the right to vary the dates subject to the Corporations Act 2001 (Cth), the Listing Rules of the ASX (Listing Rules) and other applicable law.

Prospectus lodged with ASIC and ASX 24 April 2018
Securities quoted on an "Ex" basis 30 April 2018
Record Date to determine Entitlements pursuant to the Entitlement Issue 1 May 2018
Prospectus with Entitlement and Acceptance Form dispatched toShareholders/Offer Opening Date 2 May 2018
Closing Date* for acceptance and receipt of applications under theEntitlement Issue 11 May 2018
Notify ASX of under subscriptions 16 May 2018

Allotment of Shares, Options and Contributing Shares 18 May 2018
Despatch of holding statements** 18 May 2018
Trading of new Shares expected to commence** 21 May 2018

* The Directors reserve the right to vary the key dates without prior notice, subject to the Listing Rules.

** The Directors may extend the Closing Date by giving at least three Business Days' notice to the ASX prior to the Closing Date. As such, the date the Shares are expected to commence trading on the ASX may vary.

Actions required of eligible shareholders

There are a number of actions eligible shareholders may take:

  • You may take up all or some of your rights to subscribe for Shares pursuant to the Prospectus (Entitlements). To take up all or some of your Entitlements you will need to ensure your application money for the Entitlements you wish to take up is received by Advanced Share Registry (Share Registry) by no later than 5.00pm on 11 May 2018, by either completing and returning your entitlement and acceptance form together with your application money or making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form.
  • You may seek to sell all or some of your Entitlements on ASX. You can seek to sell your Entitlements on ASX from 30 April 2018 until the close of market on 4 May 2018. To sell any of your Entitlements you need to contact your broker as soon as possible.
  • You may transfer all or some of your Entitlements to another person other than on ASX. To transfer all or some of your Entitlements you will either need to contact your CHESS Controlling Participant (usually your broker) and follow their instructions or complete a renunciation and transfer form (which can be obtained from Share Registry) and return it, together with the purchaser's cheque for the Entitlements they wish to take up so that it is received by the Share Registry by no later than 3pm on 11 May 2018.
  • You may do nothing. If you choose to do nothing with your Entitlements, while you will continue to hold the same number of Shares, your interest in the Company will be diluted and you will receive no value for your Entitlement.

Information required to be given to you in accordance with Listing Rules:

Pursuant to the Listing Rules, the Company is required to provide you with certain information before proceeding with the Entitlement Issue. This letter contains all the information required by Appendix 3B of the Listing Rules.

  1. Up to 300,252,600 Shares, 300,252,600 Free Attaching Options and 300,252,600 Contributing Shares will be issued pursuant to the Entitlement Issue.

    1. The Shares issued under the Entitlement Issue will rank equally in all respects from the date of allotment with the existing class of quoted Shares.
    1. The issue price of the Shares will be $0.012 each.
    1. The Free-Attaching Options have an exercise price of $0.018 each and an expiry date of 30 November 2019.
    1. The free-attaching Contributing Shares will be issued with no amount paid up on their date of issue and will be subject to a first call of $0.009 per Contributing Shares to be made within 12 months of their date of issue, a second call of $0.009 per Contributing Shares to be made within 24 months of their date of issue, and a final call of $0.009 per Contributing Shares to be made within 36 months of their date of issue.
    1. The Company will apply for quotation of the Shares and Options issued pursuant to the Entitlement Issue on the official list of the ASX.
    1. The Company will not apply for quotation of the Contributing Shares issued pursuant to the Entitlement Issue on the official list of the ASX.
    1. The Shares will be fully paid ordinary shares in the capital of the Company.
    1. The funds raised by the Entitlement Issue will be used to reduce debt, fund exploration expenditures, offer expenses, corporate administration costs and contribute to working capital.
    1. It is expected that the Shares will be entered into uncertificated holdings on 18 May 2018.
    1. The total number and class of all securities of the Company quoted on the ASX (including the maximum number of Shares and Options to be issued under the Entitlement Issue and assuming none of the Company's existing options are exercised prior to the Record Date) will be as follows:
Number Class
420,353,640 Fully paid ordinary shares
Options to acquire fully paid ordinary shares
420,252,600 (exercisable at $0.018 each on or before 30 November 2019)
  1. The total number and class of all securities of the Company not quoted on the ASX (assuming none of the Company's existing options are exercised prior to the Record Date) will be as follows:
Number Class
300,252,600 Unlisted partly paid contributing ordinary shares with no amount paidup at the date of issue and $0.027 payable (at the election of its
holder) in three equal tranches of $0.009 each on the 12 month, 24month and 36 month anniversary of their date of issue
    1. The Company currently has no dividend policy.
    1. The Entitlement Issue is renounceable. This means that eligible shareholders who do not wish to subscribe for all or some of the Shares offered under the Entitlement Issue are able sell or trade any of their respective Entitlement.
    1. The Shares to be offered under the Entitlement Issue will be offered on the basis of two and half (2.5) Shares for every one (1) Share held by eligible shareholders at 5.00pm WST on the

Record Date. One (1) free attaching Option and one (1) free attaching Contributing Share will be issued for every one (1) Share issued.

    1. The offer under the Entitlement Issue relates to ordinary fully paid shares in the capital of the Company.
    1. The Record Date to determine Entitlements is 1 May 2018.
    1. The Ex-date is 30 April 2018.
    1. The Company only has one register.
    1. Eligible shareholders will be offered two and half (2.5) new Shares for every one (1) Share held on the Record Date. Fractional Entitlements will be rounded up.
    1. The Company will not be offering securities under the Entitlement Issue to any shareholders who are not recorded on the Company register as resident in Australia or New Zealand as at the Record Date.
    1. The Closing Date for receipt of acceptances is 5.00pm WST on 11 May 2018.
    1. CPS Capital Group Pty Ltd will receive a fee for its role as Underwriter being an underwriting fee equal to 4% (plus GST), and a management fee for its role as lead manager and corporate advisor to the Offer of 2% (plus GST), of the underwritten amount of $3,603,031 (being a total of approximately $216,182).
    1. The Prospectus for the Entitlement Issue and the accompanying Entitlement and Acceptance Form will be sent to shareholders on 2 May 2018.
    1. The latest date for entry of the securities offered under the Entitlement Issue into your security holdings is 18 May 2018.

The above information was provided to the ASX on 24 April 2018.

This letter is not a prospectus and does not constitute an offer of securities. An offer of securities under the Entitlement Issue will only be made in, or accompanied by, a copy of the Prospectus sent to all eligible shareholders. Before deciding whether to apply for Securities under the Entitlement Issue, you should consider the terms of the Prospectus carefully. If in doubt, consult with your professional adviser.

For further information please contact the Company's corporate administrator, Rudolf Tieleman, on +61 (0) 41 383 2171 or share registry, Advanced Share Registry on 1300 113 258 (Australia), or +61 9 9389 8033 (international), or your stockbroker.

Yours faithfully

Vladimir Nikolaenko Non-executive Director