TURNSTONE RESOURCES LTD — Capital/Financing Update 2018

Sep 10, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Davenport Resources Limited

ABN

64 153 414 852

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	1) Fully paid ordinary shares
		2) Options
		3) Options (unlisted)
2	Number of +securities issued or to be issued (if known) or	1) 3,853,571
	maximum number which may be issued	2) 33,221,680 issued (of 37,493, 128 proposed in Appendix B dated 18/07/18)
		3) 7,500,000 issued, as proposed in Appendix 3B dated 18/07/18
3	Principal terms of the +securities	1) The fully paid ordinary shares are of the
	(e.g. if options, exercise price and expiry date; if partly paid	same class with all other shares on issue.
	+securities, the amount	2) Exercisable @\$0.20 each, expiring
	outstanding and due dates for +convertible payment; if	31/07/2023
	securities, the conversion price and dates for conversion)	3) Exercisable @\$0.20 each, expiring 11/09/2023

⁺ See chapter 19 for defined terms.

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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) \$0.07 per share

2) Nil

3) Nil

1) Yes

3B.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

1) Placement approved by shareholders at a general meeting held on 30th August 2018.

2) New class of securities for which official quotation is applied for under this Appendix

3) New class of unlisted securities

2) Options issued pursuant to a prospectus dated 17/07/18 and approved by shareholders at a general meeting held on 30th August 2018.

3) Options issued pursuant to a prospectus dated 17/07/18 and approved by shareholders at a general meeting held on 30th August 2018.

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

⁺ 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
• 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.

At a general meeting held on 30th August 2018

Nil

Nil

N/A

N/A

N/A

N/A

Refer to Annexure 1

11th September 2018

• See chapter 19 for defined terms.

	Number	+Class
Number +class 8 and of all +securities quoted on ASX +securities (including the in	71,369,556	Fully paid ordinary shares
section 2 if applicable)	33,221,680	Options, exercisable @\$0.20 each, expiring 31/07/2023

⁺ See chapter 19 for defined terms.

9	Number +class and of all +securities not quoted on ASX +securities (including the in section 2 if applicable)	71,767,857	Fully paid ordinary shares, held in escrow until 20/01/19
		3,057,164	Shortfall shares from the SPP to be issued (Refer to Appendix 3B dated 27/07/18)
		7,500,000	Unquoted Options exercisable at \$0.20 each, expiring 11/09/2023
		3,125,000	Performance Rights Series A, convertible into 3,125,000 fully paid ordinary shares for nil consideration, upon vesting on 26/04/19 and subject to satisfying the relevant performance hurdle
		3,125,000	Performance Rights Series B, convertible into 3,125,000 fully paid ordinary shares for nil consideration, upon vesting on 26/04/20 and subject to satisfying the relevant performance hurdle
		6,158,000	Options expiring 20/01/2020, exercisable at \$0.25 each and held in escrow until 20/01/19

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

⁺ See chapter 19 for defined terms.

Part 2 - Pro rata issue

11	Is security holder approval required?
12	Is the issue renounceable or non renounceable?
13	Ratio in which the +securities will be offered
14	+Class of +securities to which the offer relates
15	+Record date to determine entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue

⁺ See chapter 19 for defined terms.

• 25 If the issue is contingent on security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do security holders sell their entitlements in full through a broker?
• 31 How do security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date

• See chapter 19 for defined terms.

Part 3 - Quotation of securities

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

• 34 Type of ⁺securities (tick one)
• (a) ⁺Securities described in Part 1, for 3,853,571 ordinary shares and 33,221,680 options.
• (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 or documents

35 If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of the additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders - ATTACHED

36 If the ⁺securities are ⁺equity securities, a distribution schedule of the additional ⁺securities setting out the number of holders in the categories - ATTACHED 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 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

⁺ See chapter 19 for defined terms.

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.

(Secretary)

Sign here: ............................................................ Date: 11/09/2018

Print name: Rajan Narayanasamy

== == == == ==

⁺ 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 placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue	74,347,282
Add the following: Number of fully paid +ordinary securities • issued in that 12 month period under an exception in rule 7.2 Number of fully paid +ordinary securities • issued in that 12 month period with shareholder approval Number of partly paid +ordinary • securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	33,854,167 shares (conversion of First Milestone Shares on 03/04/2018) 500,000 shares granted pursuant to the Company's Employee Security Ownership Plan 26,496,700 placement shares issued on 05/07/2018 and subsequently approved by shareholders at a general meeting held on 30th August 2018. 4,085,693 shares issued on 27/07/2018 under a share purchase plan. 3.853,571 shares the subject of this Appendix 3B and approved by shareholders at a general meeting held on 30th August 2018. Nil
"A"	143,137,413

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	21,470,612
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:	Nil
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or rule 7.4
Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
"C"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15	21,470,612
Note: number must be same as shown in Step 2
Subtract "C"	Nil
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	21,470,612
	[Note: this is the remaining placement capacity 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 placement capacity is calculated
"A"	143,137,413
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	14,313,741
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	Nil
Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
"E"	14,313,741

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10	14,313,741
Note: number must be same as shown in Step 2
Subtract "E"	Nil
Note: number must be same as shown in Step 3
Total ["A" x 0.10] – "E"	14,313,741
	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.

	DAVENPORT RESOURCES LIMITED DAVENPORT RESOURCES LIMITED OPTIONS EXP 31/07/2023 AT \$0.20		Spread & Top 20 Listing		Date - $11/09/2018$ Time - 9.36.40 SRSPTP User - KRISTY
Paqe $-$	Holder name	Designation		- Current Status - Units % of issued	- As at: $0/00/00$ - Units % of issued
$\overline{2}$ 3 6 $\star$ 8 $\star$ 9. $10 $ 11 12 13 14 $15 $ 16 $\star$ 17 18 19 20	EAST EXPL HLDGS PL AKTIENGESELLSCHAFT D U EOUITY TTEES LTD OCEANIC CAP PL REDLAND PLAINS PL ITA NOM PL SMYTH J C + HOGARTH A N DIXTRU PL PAYZONE PL AWD CONS PL OSKA NOM PL CAVES ROAD INV PL NIKOLOVSKI OLIVER HIGHSCENE INV PL HALL $D$ I R + D A MERRETT OWEN BARRY + J R BUCKMINSTER INV PL POOKY CORP PL POOKY CORP PL ARBOR SUPER PL	LOWELL RES FUND A/ BRIAN BERNARD RODA SMYTH SUPER A/C ST BARNABAS SUPER SHEPPEARD FAM A/C NIKOLOVSKI FAM A/C STALTARI S/F A/C MERRETT FAM A/C BUCKMINSTER S/F A/ GARFIELD FAM A/C K L CHRISTENSEN SU ARBOR CENTRE S/F A	7,142,850 5,000,000 2,855,000 1,625,000 1,428,600 1,428,571 1,000,000 1,000,000 700,000 614,285 500,000 500,000 400,000 400,000 400,000 400,000 357,000 350,000 350,000 300,000	21.50% 15.05% 8.59% 4.89% 4.30% 4.30% 3.01% 3.01% 2.11% 1.85% 1.51% 1.51% 1.20% 1.20% 1.20% 1.20% 1.07% 1.05% 1.05% .90%
	$***$ Top $20$ total ***		26,751,306	$80.50\%$	g.
	** All holders included	* - Denotes merged holder

DAVENPORT RESOURCES LIMITED DAVENPORT RESOURCES LIMITED OPTIONS EXP 31/07/2023 AT \$0.20 Page $-$ 2			Spread Analysis Listing	Date - $11/09/2018$ Time - 9.36.40 User - KRISTY SRSPTP
Spread of Holdings	Holders	Securities	% of issued capital
NIL holding 1,000 1 $\overline{\phantom{0}}$ $\begin{array}{ccc} 1,001 & - \ 5,001 & - \ 10,001 & - \end{array}$ 5,000 10,000 100,000 $100,001 -$	27 45	1,342,883 31,878,797	.00% .00% .00% 4.04 $%$ 95.96%
Total on register	72	33, 221, 680	$100.00$ %
Total overseas holders	3	5,385,000	$16.21$ %
Analysis by location
Overseas	3	5,385,000	$16.21$ %
Australia : ACT NSW VIC QLD SA WA TAS NT Address unknown	68 $\Omega$ 12 $12\,$ 3 $\overline{c}$ 39 $\circ$ $\circ$ $\overline{1}$ 72	27,622,395 2,435,709 4,826,066 357,142 614,285 19,389,193 214,285 33, 221, 680	83.15 % .00% 7.33 % 14.53 % 1.08% 1.85% 58.36 % .00% .00% .65% 100.00 %

** ALL holders included

*** Common holders merged into one holding

Page $-$	DAVENPORT RESOURCES LIMITED DAVENPORT RESOURCES LIMITED OPTIONS EXP 31/07/2023 AT \$0.20 3		Foreign Investment Analysis Date - $11/09/2018$ Time - 9.36.40	User - KRISTY	SRSPTP
Code	Country	No of Holders	Total Securities
CHN DEU GBR	CHINA GERMANY FEDERAL REPUBLIC UNITED KINGDOM GB & N I		285,000 5,000,000 100,000
	Foreign investment	3	5,385,000
	Australian investment	69	27,836,680
	Totals:-	72	33, 221, 680
	% Foreign to total $19.34\%$

** ALL holders included

*** Common holders merged into one holding