VANADIUM RESOURCES LIMITED — Capital/Financing Update 2018

Sep 26, 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

TANDO RESOURCES LIMITED

ABN

47 618 307 887

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)	1. Fully Paid Ordinary Shares 2. Unquoted Options
	1. 25,796,503 2. 41,580,001
	1. 25,796,503 Fully Paid Ordinary Shares 2. 41,580,001 Unquoted Options (exercise price of 10.8c expiring 3 years from date of issue, being 26 September 2018)

• 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	1. Yes 2. No - Upon exercise and conversion into ordinary shares, the unquoted options will rank equally
	1. 25,756,503 Fully Paid Ordinary Shares issued at a deemed issue price of $0.0649 per shares. 2. 40,000 Fully Paid Ordinary Shares issued at a deemed issue price of $0.15 per shares. 3. 32,340,001 Unquoted Options at an issue price of nil per option. 4. 9,240,000 Unquoted Options at an issue price of$0.00001per option.
	1. 25,756,503 Fully Paid Ordinary Shares issued as consideration for the SPD Acquisition to the Vendors. 2. 40,000 Fully Paid Ordinary Shares issued as consideration for services provided by BC RAS. 3. 32,340,001 Unquoted Options issued as consideration for the SPD Acquisition to the Vendors (exercise price of 10.8c expiring 26 September 2021). 4. 9,240,000 Unquoted Options issued as consideration for services provided by lead manager (exercise price of 10.8c expiring 26 September 2021).

• See chapter 19 for defined terms.

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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
	30 November 2017
	40,000 Fully Paid Ordinary Shares
	Nil
	1. 25,756,503 Fully Paid Ordinary Shares 2. 41,580,001 Unquoted Options (exercise price of 10.8c expiring 26 September 2021) Approved by shareholders at general meeting dated 20 August 2018.
	N/A
	N/A
	N/A
	7.1 28,992,063 7.1A 19,354,709

• See chapter 19 for defined terms.

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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 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 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)	26 September 2018	26 September 2018	26 September 2018
	Number	+Class
	185,854,360 52,237,043	Fully paid ordinary shares Quoted Options_($0.054; Expiry_ 8 December 2019)
	Number		+Class
	23,100,000 41,580,001 1,957,725 5,775,001		Unquoted Options_($0.054; _expiry 19 December 2020) (subject to 24 months escrow from the date of quotation of TNO being, 3 November 2017). Unquoted Options ($0.108; expiry 26 September 2021). Fully paid ordinary shares - restricted for 24 months from date of quotation. Fully paid ordinary shares - restricted for 12 months from date of issue being 26 October 2017.
	There is currently no dividend policy for the Company

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	N/A N/A N/A

• See chapter 19 for defined terms.

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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 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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

• (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 – To be advised when issued

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories – To be advised when issued

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 N/A +quotation is sought

39 +Class of +securities for which N/A quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in N/A 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)

41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[[+]] security, clearly identify that other[[+]] security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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: 26 September 2018 Company Secretary Print name: Mauro Piccini

== == == == ==

• See chapter 19 for defined terms.

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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

Introduced 01/08/12 Amended 04/03/13 Part 1	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
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	140,910,082 (post share split)
Addthe 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	2,541 fully paid ordinary shares issued 25 January 2018 (on exercise of Quoted Options previously issued under exception 1 of LR7.2) (post share split) 86,625 fully paid ordinary shares issued 28 March 2018 (on exercise of Quoted Options previously issued under exception 1 of LR7.2) (post share split) 93,555 fully paid ordinary shares issued 13 April 2018 (on exercise of Quoted Options previously issued under exception 1 of LR7.2) (post share split) 1,699,005 fully paid ordinary shares issued 11 May 2018 (on exercise of Quoted Options previously issued under exception 1 of LR7.2) (post share split) 9,008,746 fully paid ordinary shares issued under LR 7.1 on 29 March 2018 (post share split) ratified at the GM on 16 May 2018. 14,091,254 fully paid ordinary shares issued under LR 7.1A on 29 March 2018 (post share split) ratified at the GM on 16 May 2018. 368,683 fully paid ordinary shares issued 15 June 2018 (on exercise of Quoted Options previously issued under exception 1 of LR7.2) (post share split) 101,364 fully paid ordinary shares issued 27 July 2018 (on exercise of Quoted Options previously issued under exception 1 of LR7.2) (post share split) 711,864 fully paid ordinary shares issued 17 August 2018 (on exercise of Quoted Options previously issued under exception 1 of LR7.2) (post share split) 716,864 fully paid ordinary shares issued 7 September 2018 (on exercise of Quoted Options previously issued under exception 1 of LR7.2) (post share split)

• See chapter 19 for defined terms.

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	25,756,503 fully paid ordinary shares issued 26 September 2018 under listing 7.3 approved at GM on 20 August 2018.
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	0
“A”	193,547,086

Step 2: Calculate 15% of “A”

==> picture [414 x 506] intentionally omitted <==

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

“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 29,032,063
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: 40,000 Fully paid ordinary shares.
• 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” 40,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 29,032,063
Note: number must be same as shown in
Step 2
Subtract “C” 40,000
Note: number must be same as shown in
Step 3
----- End of picture text -----

• See chapter 19 for defined terms.

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Total [“A” x 0.15] – “C” 28,992,063 Note: this is the remaining placement capacity under rule 7.1

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” 193,547,086 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 19,354,709

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

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” 0

• See chapter 19 for defined terms.

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	19,354,709
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	19,354,709 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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