SUREFIRE RESOURCES NL — Share Issue/Capital Change 2018

Apr 23, 2018

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, 04/03/13

Name of entity

Surefire Resources NL

ABN

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 tobe issued	1.2.3.4.	Fully paid ordinary sharesPartly paid ordinary sharesOptions to acquire fully paid ordinarysharesOptions to acquire fully paid ordinaryshares
2	Number of +securities issued ortobeissued(if known) ormaximum number which maybe issued	1.2.3.4.	Approximately 300,252,600 fully paidordinary shares to be issued under thefully underwritten renounceableentitlement offer300,252,600 partly paid ordinary sharesto be issued under the fullyunderwritten renounceable entitlementoffer300,252,600 options to acquire fully paidordinary shares to be issued under thefully underwritten renounceableentitlement offer64,000,000 options to acquire fully paidordinary shares to be issued to CPSCapital Group Pty Ltd (or its nominees)as approved at the general meeting ofmembers held 22 March 2018

+ See chapter 19 for defined terms.

• 3 Principal terms of the +securities (e.g. 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)
• 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 5 Issue price or consideration 1. $0.012
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

• 1. Same as existing quoted fully paid ordinary shares
• 1. Partly paid shares issued with no amount payable upon issue with $0.027 payable at the election of the holder in three equal calls of $0.009 each on the 12 month, 24 month and 36 month anniversary of their issue
• 1. Options issued with no amount payable upon issue, with an exercise price of $0.018 each and an expiry date of 30.11.2019
• 1. Options issued with no amount payable upon issue, with an exercise price of $0.018 each and an expiry date of 30.11.2019
  • 1. Yes
  • 1. No, the Partly Paid Shares will rank equally with existing Shares upon being fully paid up. They will otherwise, whilst remaining unpaid, carry entitlements to vote and receive dividends in proportion to the amount paid up.
  • 1. N/A 4. N/A
• 1. Nil
• 1. Nil
• 1. Consideration for lead manager and corporate advisory services

Funds raised are planned to be used in accordance with the table contained at Item 6.1 of the Entitlement Issue Prospectus lodged with ASIC on 24 April 2018 (to advance the Company projects, reduction of debt, expenses of entitlement issue offer and working capital)

N0

• See chapter 19 for defined terms.

• 6b The date the security holder resolution under rule 7.1A was passed

• 6c Number of +securities issued without security holder approval under rule 7.1

• 6d Number of +securities issued with security holder approval under rule 7.1A

• 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

Each of the following, in accordance with Exception 2:

ordinary shares

• 1. 300,252,600 fully paid ordinary shares;
• 1. 300,252,600 partly paid ordinary shares; and
• 1. 300,252,600 options to acquire fully paid ordinary shares.

N/A

N/A

7.1: 14,313,501 7.1A: N/A

N/A

N/A

N/A

64,000,000 options to acquire fully paid

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

• 1. The issue date under the Entitlement Issue Prospectus is expected to be 18 May 2018
• 1. The issue date under the Entitlement Issue Prospectus is expected to be 18 May 2018
• 1. The issue date under the Entitlement Issue Prospectus is expected to be 18 May 2018
• 1. The issue date is expected to be 18 May 2018

		Number	+Class
8	+classNumberandofall	420,353,640	Fully paid ordinary
	+securitiesquotedonASX		shares
	+securities(includingthein	420,252,600	Options to acquire
	section 2 if applicable)		fully paid ordinary
			shares expiring
			30.11.2019 with an
			exercise price of $0.018
			each
		Number	+Class
9	+classNumberandofall	300,252,600	Partly paid ordinary
	+securities not quoted on ASX		shares

• +securities not quoted on ASX (including the +securities in section 2 if applicable)
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

All fully paid ordinary shares participate equally and all partly paid shares participate pro rata to the amount paid up

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	Shareholder approval is not required for theEntitlement Offer
12	Is the issue renounceable or nonrenounceable?	Renounceable
13	Ratio in which the +securitieswill be offered	The entitlement ratio is 2.5 new shares forevery 1 existing share held as at the RecordDate (together with 1 free-attaching option and1 free-attaching partly paid share for every newshare subscribed for
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares, partly paid sharesand options
15	+Recorddatetodetermineentitlements	1 May 2018

16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No
17	Policy for deciding entitlementsin relation to fractions	Where fractions arise in the calculation ofentitlement, they will be rounded up to thenearest whole number
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments	All countries other than Australia and NewZealand
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	11 May 2018
20	Names of any underwriters	CPS Capital Group Pty Ltd (ACN 088 055 636)
21	Amount of any underwriting feeor commission	An underwriting fee of 4% (plus GST) of theEntitlement Offer proceeds.
22	Names of any brokers to theissue	Included in 20 above
23	Fee or commission payable tothe broker to the issue	Management fee of 2% (plus GST) of theEntitlement Offer proceeds
24	Amountof any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents willbe sent to persons entitled	2 May 2018
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	30 April 2018

+ See chapter 19 for defined terms.

29	Date rights trading will end (ifapplicable)	4 May 2018
30	How do security holders selltheir entitlements in full througha broker?	Eligible shareholders who wish to sell theirentitlements in full on ASX must instruct theirstockbroker personally and provide details asrequested from the Entitlement andAcceptance Form
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	Eligible shareholders who wish to sell part oftheir entitlements through a broker and acceptfor the balance must:In respect of the part of their entitlementbeing taken up, complete and return theEntitlement and Acceptance Form withthe requisite application monies or paythe application monies via BPAY byfollowing the instructions set out in theEntitlement and Acceptance Form; andIn respect of the entitlements to be sold,instruct their stockbroker personally andprovide details as requested from theEntitlement Acceptance Form.
32	How do security holders disposeof their entitlements (except bysale through a broker)?	An eligible shareholder who wishes to transferall or part of their entitlement to anotherperson other than on ASX must obtain aRenunciation and Transfer Form from theCompany's Share Registry, complete andforward back to the Share Registry togetherwith the Entitlement and Acceptance Form andthe transferee's requisite application monies inrelation to those entitlements that they wish totransfer.
33	+Issuedate	18 May 2018

Part 3 - Quotation of securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the +securities are +equity securities, the names of the 20 largest holders ofthe additional +securities, and the number and percentage of additional+securities held 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

Entities that have ticked box 34(b)

• 38 Number of +securities for which +quotation is sought
• 39 +Class of +securities for which quotation is sought

+ See chapter 19 for defined terms.

40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number	+Class

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 is not available now, we 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: 24 April 2018

Print name: Neville Bassett Company secretary

• See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

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 +ordinary(All on a Post-Consolidation basis)securities on issue 12 months before the119,209,341+issue date or date of agreement to issue
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	1,214,000 – 28 June 2017
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	120,423,341

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	18,063,501
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:	3,750,000 – 28 June 2017
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	3,750,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	18,063,501
Note: number must be same as shown inStep 2
Subtract "C"	3,750,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	14,313,501
[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	N/A
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	N/A
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 7.1A	N/A
Notes:•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 as separateline items
"E"	N/A

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	N/A
Note: number must be same as shown inStep 2
Subtract "E"	N/A
Note: number must be same as shown inStep 3

Total ["A" x 0.10] – "E" Note: this is the remaining placement capacity under rule 7.1A N/A

+ See chapter 19 for defined terms.