Sundance Resources : Appendix 3B

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

Sundance Resources Limited

ABN 19 055 719 394

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

  Fully paid ordinary shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

  55,000,000 shares 110,000,000 unlisted options

• 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)

55,000,000 Fully paid ordinary shares

110,000,000 Unlisted options at $0.006 per option expiring 8th January 2024

+ 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

  Yes

  $0.004 per share

• 6 Purpose of the issue

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

  Advancing the Mbalam-Nabeba Iron Ore Project and the transactions associated with the binding Agreement signed on 24 September 2018 with AustSino and the Noteholders.

• 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

  NoN/A

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

  Issued under rule 7.1

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

N/A

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

  N/A

• 6f Number of +securities issued under an exception in rule 7.2

  N/A

• 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.

  N/A

• 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

  N/A

• 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

  7.1 - 803,877,043 7.1A - 812,584,695

• 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)

Number	+Class
8,430,846,952	Fully paid ordinary shares

• 9 Number and +class of all

  +securities not quoted on ASX

  (including the +securities in

  section 2 if applicable)

  Number

  +Class

  260,000,000 200,000,000 260,000,000 100,000,000 100,000,000 110,000,000 Total unquoted options: 920,000,000 ________________ 200,000 240,000 400,000 70,000 2,600 Total Convertible Notes: 912,600

  Unquoted Investor Consortium Options exercisable at $0.0695 per share Unquoted Noble Options exercisable at $0.0695 per option Unquoted Wafin Options exercisable at $0.0695 per option Unquoted 2017 Options exercisable at $0.003 per option expiring 7 April 2022 Unquoted 2017 Options exercisable at $0.006 per option vesting 1 December 2018 and expiring on 7 April 2023 Unquoted Options exercisable at $0.006 per option expiring 8 January 2024 ________________ Noble Convertible Notes Investor Consortium Convertible Notes Wafin Convertible Notes 2015 Investor Group Convertible Notes 2016 Investor Group Convertible Notes

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

N/A

Appendix 3B

New issue announcement

Part 2 - Pro rata issue

• 11 Is security required?

  holderapproval N/A

• 12 Is the issue renounceable or non-renounceable?

  N/A

• 13 Ratio in which the +securities will be offered

  N/A

• 14 +Class of +securities to which the offer relates

  N/A

• 15 +Record date entitlements

  todetermine N/A

• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

  N/A

• 17 Policy for deciding entitlements in relation to fractions

  N/A

• 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 acceptances or renunciations

• 20 Names of any underwriters

  N/Aof N/A

  N/A

• 21 Amount of any underwriting fee or commission

  N/A

• 22 Names of any brokers to the issue

  N/A

• 23 Fee or commission payable to the broker to the issue

N/A

+ See chapter 19 for defined terms.

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