TURNSTONE RESOURCES LTD — Share Issue/Capital Change 2018

Jul 17, 2018

Appendix 3B New issue announcement

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	(i) Options, to be issued pursuant to a prospectus dated 17thJuly 2018 and subject to obtaining shareholder approval at a general meeting to be held on 30thAugust 2018 (ii) Unquoted Options, to be issued pursuant to a prospectus dated 17thJuly 2018
	(i) 37,493,128 (maximum) (ii) 7,500,000
	(i) The Options are exercisable at $0.20 each, expiring 31stJuly 2023 (ii) The Unquoted Options are exercisable at $0.20 each, expiring five years from the date of issue

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

01856725.pdf

==> picture [70 x 17] intentionally omitted <==

  - / 13

• 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:

(i) and (ii) No.

Fully paid ordinary shares issued upon exercise of the above options and granted quotation will rank equally with an existing class of quoted securities.

• 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

(i) Nil. The Options are free attaching options to be granted pursuant to the terms of a prospectus dated 17[th] August 2018

(ii) Nil. The Unquoted Options are issued as part consideration for services provided by a lead manager in relation to the Company’s capital raising activities, and in accordance with the terms of the prospectus dated 17[th] August 2018

6 Purpose of the issue (i) and (ii) are issued for nil consideration (If issued as consideration for for purposes described in part 5 above. the acquisition of assets, clearly identify those assets)

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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 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	Yes
	At the 2017 Annual General Meeting held on 23rdNovember 2017
	Nil
	Nil
	N/A
	N/A
	N/A
	N/A
	Refer to Annexure 1

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

Appendix 3B New issue announcement
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. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	(i) On or about 3rdSeptember 2018, after the closing date for applications for the options on 23rdAugust 2018, and subject to obtaining shareholder approval for issue of the options at a general meeting to be held on 30thAugust 2018. (ii) On or about 3rdSeptember 2018, after the closing date for applications for the options on 23rdAugust 2018
	Number	+Class
	70,573,149 Includes the maximum number of 7,142,857 shares to be issued on or about 27thJuly 2018 pursuant to a share purchase plan offer (Refer to Appendix 3B dated 10thJuly 2018) 37,493,128	Fully paid ordinary shares Options (the subject of this Appendix 3B) expiring 31stJuly 2023, exercisable at $0.20 each

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

9 Number and +class of all +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)	71,767,857 7,500,000 3,125,000 3,125,000 6,158,000 Fully paid ordinary shares, held in escrow until 20th January 2019 Unquoted Options (the subject of this Appendix 3B) expiring five years from the date of issue, exercisable at $0.20 each Performance Rights Series A, convertible into 3,125,000 fully paid ordinary shares for nil consideration, upon vesting on 26th April 2019 and subject to satisfying the relevant performance hurdle Performance Rights Series B, convertible into 3,125,000 fully paid ordinary shares for nil consideration, upon vesting on 26th April 2020 and subject to satisfying the relevant performance hurdle Options expiring 20th January 2020, exercisable at $0.25 each and held in escrow until 20th January 2019.
	N/A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

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

==> picture [221 x 394] intentionally omitted <==

==> picture [221 x 160] intentionally omitted <==

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
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?

==> picture [221 x 428] intentionally omitted <==

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

==> picture [221 x 37] intentionally omitted <==

• 33 +Issue date

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 37,493,128 options as described in Part 1 (i) on

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

or about 03[rd] September 2018 upon issue of the options pursuant to the prospectus dated 17[th] July 2018, and subject to obtaining shareholder approval for issue of the options at a general meeting to be held on 30[th] August 2018].

(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

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 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

==> picture [225 x 86] intentionally omitted <==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

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)

==> picture [225 x 335] intentionally omitted <==

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

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

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.

==> picture [75 x 64] intentionally omitted <==

Sign here: ............................................................ (Secretary)

Date: 18/07/2018

Print name: Rajan Narayanasamy

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

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 74,017,282 (12 months prior to the date of securities on issue 12 months before the this application) + issue date or date of agreement to issue Add the following: 330,000 shares issued on 25/08/2017 and ratified by shareholders at the 2017 Annual • Number of fully paid[+] ordinary securities General Meeting held on 23[rd] November issued in that 12 month period under an 2017. exception in rule 7.2 33,854,167 shares (conversion of First • Number of fully paid[+] ordinary securities Milestone Shares on 03/04/2018) issued in that 12 month period with shareholder approval 500,000 shares granted pursuant to the Company’s Employee Security Ownership • Number of partly paid[+] ordinary Plan 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 Nil securities cancelled during that 12 month period “A” 108,701,449

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

==> picture [415 x 605] intentionally omitted <==

----- Start of picture text -----

“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 16,305,217
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued 16,305,217 Placement as per Appendix 3B
or agreed to be issued in that 12 month lodged on 05 [th] July 2018
period not counting those issued:
• 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” 16,305,217
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 16,305,217
Note: number must be same as shown in
Step 2
Subtract “C” 16,305,217
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” Nil
[Note: this is the remaining placement
capacity under rule 7.1]
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

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” 108,701,449 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 10,870,145

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

==> picture [415 x 229] intentionally omitted <==

----- Start of picture text -----

Insert number of [+] equity securities issued 10,191,483 Placement as per Appendix 3B
or agreed to be issued in that 12 month
lodged on 05 [th] July 2018
period under rule 7.1A
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” 10,191,483
----- End of picture text -----

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 13

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2	10,870,145
Subtract“E” Note: number must be same as shown in Step 3	10,191,483
Total[“A” x 0.10] – “E”	678,662 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

04/03/2013