MOD.L Regulatory News (MOD)

29 August 2019

MOD Resources Limited

("MOD" or the "Company")

Despatch of Scheme Booklet

MOD Resources Limited ("the Company" or "MOD") (ASX/LSE: MOD) is pleased to confirm that the scheme booklet ("Scheme Booklet") in relation to proposal from Sandfire Resources NL ("Sandfire") (ASX:SFR) to acquire 100% of MOD shares by way of a Scheme of Arrangement (the "Scheme") has today been despatched to shareholders, including a notice convening a meeting of shareholders to consider the Scheme ("Scheme Meeting"), a personalised proxy form and election forms.

MOD shareholders who have nominated an electronic address for the purposes of receiving notices of meetings will have received an email containing links to the above documents. All other MOD shareholders will receive the Scheme Booklet and proxy form by post. A copy of the Scheme Booklet is available on the Company's website at https://www.modresources.com.au.

MOD shareholders should carefully read the Scheme Booklet in its entirety (and the material accompanying it) before deciding whether to vote in favour of the Scheme.

Shareholder Meetings and Resolutions

Two consecutive shareholder meetings will be held on 1 October 2019 to consider two separate resolutions for the Scheme to proceed. As follows:

(a) General Meeting - 1 October 2019 at 10:00am (WST)

The meeting of shareholders to consider a resolution relating to MOD's acquisition of Metal Tiger Plc's 30% interest in certain exploration assets on the Kalahari Copper Belt ("General Meeting"), will be held at 1304 Hay Street, West Perth, WA 6005 on 1 October 2019 at 10:00am (WST).

All shareholders (save for Metal Tiger Plc and its associates) registered as at 5:00pm (WST) on 29 September 2019 will be entitled to vote at the General Meeting and are encouraged to do so.

MOD shareholders are encouraged to vote on the resolution by attending the General Meeting in person or by returning the personalised proxy form accompanying the Notice of General Meeting mailed to shareholders. All proxy forms must be received by the Company's share registry by no later than 10:00am (WST) on 29 September 2019 in accordance with the directions set out in the proxy form.

(b) Scheme Meeting - 1 October 2019 at 11:00am (WST)

The meeting of shareholders to approve the Scheme ("Scheme Meeting"), will be held at 1304 Hay Street, West Perth, WA 6005 on 1 October 2019 at 11:00am (WST).

Each shareholder's vote is important to determining whether or not the Scheme proceeds. All shareholders (save for Sandfire and its associates) registered as at 5:00pm (WST) on 29 September 2019 will be entitled to vote at the Scheme Meeting and are encouraged to do so.

MOD shareholders are encouraged to vote on the Scheme by attending the Scheme Meeting in person or by returning the personalised proxy form enclosed in the Scheme Booklet mailed to shareholders. All proxy forms must be received by the Company's share registry by no later than 11:00am (WST) on 29 September 2019 in accordance with the directions set out in the proxy form.

The Company wishes to advise that those shareholders that requested a hard copy of the Scheme Booklet will be dispatched a colour version in addition to the black and white version posted today. The colour version is identical to the black and white version already delivered save for it is in colour. The personalised proxy form for the Scheme Meeting and the election forms were dispatched to MOD shareholders today with the black and white version of the Scheme Booklet.

If you require further information or have questions in relation to the Scheme, please contact the MOD Shareholder Information Line on 1300 381 073 (within Australia) or +61 3 9415 4046 (outside Australia) Monday to Friday between 8:30am and 5:00pm (Melbourne time).

 -ENDS-

For and on behalf of the Board.

Subscribe at: www.modresources.com.au

About MOD Resources

MOD Resources Ltd (ASX/LSE: MOD) is a dual listed copper exploration and development company with a dominant land position within the Kalahari Copper Belt in Botswana. The Company is focussed on the 100% MOD owned T3 Copper Project, expected to be a high-margin, low-cost copper mine. In parallel with the development of the T3 Copper Project, MOD is conducting exploration across several priority drill targets and within untested areas including extensive and potentially significant Electromagnetic and Cu-Zn soil anomalies.

MOD has a social licence to operate within Botswana as well as within the host community of Ghanzi. MOD will continue to work collaboratively with Government regulators and members of the Ghanzi District community to ensure that any social investments and developments are targeted to create a positive and lasting legacy.

On 25 June 2019, the Company announced Sandfire had made an offer to acquire 100% of MOD shares by way of a Scheme of Arrangement.