MOD.L Regulatory News (MOD)

Name of entity

MOD Resources Limited

ARBN

78 003 103 544

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

21,353,317 Fully Paid Ordinary Shares

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)

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

Yes, the shares will rank equally with ordinary share currently on issue.

5

Issue price or consideration

$0.24 per share

6

Purpose of the issue

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

Issue of shares pursuant to the non-renounceable Entitlement Offer announced on 21 January 2019

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

Yes

6b

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

30 May 2018

6c

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

N/A

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

21,353,317 Fully Paid Ordinary Shares

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

Refer Annexure 1

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.

27 February 2019

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

303,682,339

Fully Paid Ordinary shares

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

4,923,482

40,673,566

Unlisted options exercisable at $0.60 on or before 15 April 2019

Unlisted options with a nil exercise price and expiring on 16 November 2021

3,015,000

Unlisted options exercisable at $0.457 on or before 30 January 2023, vesting 12 months from the date of issue and subject to a restriction period to 30 January 2022;

3,015,000

Unlisted options exercisable at $0.707 on or before 30 January 2023 vesting 24 months from the date of issue and subject to a restriction period to 30 January 2022;

3,015,000

Unlisted options exercisable at $0.907 on or before 30 January 2023 vesting 36 months from the date of issue and subject to a restriction period to 30 January 2022;

3,050,000

Performance Rights vesting in various tranches expiring 21 February 2022

10

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

The Company does not have a dividend policy.

11

Is security holder approval required?

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 to determine entitlements

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.

N/A

19

Closing date for receipt of acceptances or renunciations

N/A

20

Names of any underwriters

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

24

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

N/A

25

If the issue is contingent on +security holders' approval, the date of the meeting

N/A

26

Date entitlement and acceptance form and will be sent to persons entitled

N/A

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

N/A

28

Date rights trading will begin (if applicable)

N/A

29

Date rights trading will end (if applicable)

N/A

30

How do security holders sell their entitlements in full through a broker?

N/A

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

N/A

32

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

N/A

33

+Issue date

N/A

34

Type of securities

(tick one)

(a)

X

+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

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

38

Number of +securities for which +quotation is sought

N/A

39

Class of +securities for which quotation is sought

N/A

40

Do the +securities rank equally in all respects from the +issue 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

N/A

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)

N/A

Number

+Class

42

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

N/A

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

189,675,326

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

(i) 12 March 2018 Issue of Shares following exercise of options

180,448

(ii) 12 March 2018 Issue Share pursuant to a placement

25,531,915

(iii) 14 March 2018 Issue of Shares following exercise of options

1,019,119

(iv) 9 April 2018 Issue of Shares pursuant to the non-renounceable pro rata entitlement offer

13,450,429

(v) 9 April 2018 Issue of Shares following exercise of options

720,483

(vi) 20 April 2018 Issue of Shares following exercise of options

284,146

(vii) 26 April 2018 Issue of Shares following exercise of options

40,952

(viii) 30 April 2018 Issue of Shares following exercise of options

211,835

(ix) 1 May 2018 Issue of Shares following exercise of options

61,619

(x) 2 May 2018 Issue of Shares following exercise of options

2,000

(xi) 16 November 2018 Issue of Shares

17,090,000

(xii) 30 January 2019 Issue of Shares

423,069

(xiii) 27 February 2019 Issue of Shares pursuant to non-renounceable entitlement offer

21,353,317

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

(i) Subtract the number of fully paid +ordinary securities cancelled during that 12-month period

Nil

"A"

270,044,658

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

40,506,698

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:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

(i) 26 April 2018 Share Issue

(ii) 30 January 2019 Issue of Shares pursuant to a placement

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

304,348

33,333,333

"C"

33,637,681

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in Step 2

40,506,698

Subtract "C"

Note: number must be same as shown in Step 3

33,637,681

Total ["A" x 0.15] - "C"

6,869,017

 [Note: this is the remaining placement capacity under rule 7.1]

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in Step 1 of Part 1

270,044,658

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

27,004,465

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"

-

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

27,004,465

Subtract "E"

Note: number must be same as shown in Step 3

-

Total ["A" x 0.10] - "E"

27,004,465

Note: this is the remaining placement capacity under rule 7.1A