Sundance Resources : Appendix 3B - Exercise of Options

Appendix 3B

576Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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).

Fully paid ordinary shares.

1 +Class of +securities issued or to be issued

200,000 fully paid ordinary shares

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

   The shares have the same terms as, and rank equally in all respects with, existing fully paid ordinary shares

2. 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)

   Yes, the shares will rank equally in all respects with existing fully paid ordinary shares.

3. 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

     A$0.006 per share.

4. Issue price or consideration

   Exercise of listed options at A$0.006 per share

5. Purpose of the issue

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

Yes

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

30 November 2015

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

Nil

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

Nil

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

Nil

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

200,000 Shares

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

6hIf +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

7.1 capacity - 893,396,341 7.1A capacity - 595,597,561

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

27 January 2017

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.

Number	+Class
6,241,271,289 fully paid ordinary shares 2,822,287,341 options	Fully paid ordinary shares Options exercisable at A$0.006 before 5.00pm (Perth time) on 31 August 2017
Number	+Class
260,000,000	UNLISTED OPTIONS Investor Consortium Options exercisable at $0.0695 per option Noble Options exercisable at $0.0695 per option Wafin Options exercisable at $0.0695 per option PERFORMANCE RIGHTS 2013 LTI 2013 Retention Plan 2014 LTI CONVERTIBLE NOTES Hanlong Noble Investor Consortium Wafin 2015 Investor Group
200,000,000
260,000,000
…………………..
720,000,000
400,834
1,525,070
4,836,276
6,762,180
2,500,000
200,000
240,000
400,000
70,000
3,410,000

1. Number and +class of all

   +securities quoted on ASX (including the +securities in section 2 if applicable)

2. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

   N/A

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

   Part 2 - Pro rata issue

   N/A

4. Is security holder approval required?

   N/A

5. Is the issue renounceable or non- renounceable?

   N/A

6. Ratio in which the +securities will be offered

N/A

14 +Class of +securities to which the offer relates

N/A

15 +Record date to determine entitlements

N/A

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   N/A

2. Policy for deciding entitlements in relation to fractions

   N/A

3. 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.

   N/A

4. Closing date for receipt of acceptances or renunciations

   N/A

5. Names of any underwriters

   N/A

6. Amount of any underwriting fee or commission

   N/A

7. Names of any brokers to the issue

   N/A

8. Fee or commission payable to the broker to the issue