16 December 2015

Company Announcements Office ASX Limited

Exchange Centre

Level 6, 20 Bridge Street

SYDNEY NSW 2000

WPG Resources Ltd

ABN 51 109 426 502

PO Box N239, Grosvenor Place NSW 1220, Australia Level 9, Kyle House, 27-31 Macquarie Place, Sydney, NSW Australia

Telephone (+612) 9251 1044

Facsimile (+612) 9247 3434 Email [email protected] Web www.wpgresources.com.au

Placement of shares to PYBAR and exercise of options - Appendix 3B

WPG Resources Ltd (ASX: WPG) is pleased to advise that Diversified Minerals Pty Ltd (DMPL), an entity related to the PYBAR Group (PYBAR), have subscribed for a strategic investment in WPG by way of a placement of 25,806,452 shares at $0.031 per share to raise $800,000. The Company advises the issue of 25,806,452 new WPG shares.

This placement follows the Company's 11 December 2015 announcement that WPG and DMPL had jointly exercised the option to acquire the Challenger gold mine and associated exploration assets in South Australia and will enter into a 50/50 joint venture to re-open Challenger after development of a revised mining plan.

Additionally, 1,461 of the Company's $0.04 exercise price options have been exercised. The Company therefore advises the issue of 1,461 new WPG shares.

Attached is a completed Appendix 3B with respect to these issues.

Notice Under Section 708A(5)(e)

WPG Resources has resolved to issue:

• a total of 25,806,452 fully paid ordinary shares at an issue price of $0.031 per share, and

• a total of 1,461 fully paid ordinary shares at an issue price of $0.04 per share on the exercise of existing options.

The shares will be allotted on 17 December 2015. WPG Resources gives notice that:

1. this notice is being given under Section 708A(5)(e) of the Corporations Act 2001 (Corporations Act);

2. WPG Resources will issue the new shares without disclosure to investors under Part 6D.2 of the Corporations Act;

3. as at the date of this notice, WPG Resources has complied with:

4. the provisions of Chapter 2M of the Corporations Act as they apply to WPG Resources; and

5. section 674 of the Corporations Act; and

6. except as may be set out in this notice, there is no other information that is excluded information as at the date of this notice which is required to be set out in this notice under Section 708A(6)(e) of the Corporations Act.




Yours sincerely

WPG Resources Ltd

Larissa Brown

Company Secretary

Appendix 3B

New issue announcement







Appendix 3B

Rule 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




WPG Resources Ltd




ABN




51 109 426 502




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




25,807,913 fully paid ordinary shares (25,806,452 through private placement and 1,461 on exercise of existing options)

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

   
   

   25,806,452 shares are issued pursuant to a private placement at a price of $0.031 per share.

   
   

   1,461 shares are issued to two optionholders as a result or the exercise of existing options (exercise price $0.04, expiry date 31 December 2016) at a price of $0.04 each.

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)

   
   

   The shares will rank equally with WPG fully paid ordinary shares from the date of allotment.

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

     Appendix 3B New issue announcement

     
     

     25,806,452 shares at $0.031 per share.

     
     

     1,461 shares at $0.04 per share.

4. Issue price or consideration

   
   

   25,806,452 shares are issued pursuant to a private placement at a price of $0.031 per share. The issue is a strategic investment on the exercise of the option to acquire Challenger gold mine and associated exploration assets.

   
   

   1,461 shares are issued to two optionholders as a result of exercise of existing options at a price of $0.04 each.

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




25 November 2015

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




25,806,452 fully paid ordinary shares

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




Not applicable

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

Appendix 3B

New issue announcement







Nil

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




1,461 fully paid ordinary shares are issued under Exception 4

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




Not applicable

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.




Not applicable

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




See attached Annexure 1

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




17 December 2015

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
400,826,414* 93,753,164**	Fully paid ordinary shares Options $0.04 exercise price and expiry date 31 December 2016

8 Number and +class of all

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

• A further 7,500,000 shares will be issued and allotted to Mungana Goldmines on development of the gold projects at Tunkillia or Tarcoola

• A further 10,000,000 shares will be issued and allotted to Helix Resources on development of the Tunkillia gold project