5 January 2016

The Manager

Company Announcements Office ASX Limited

ISSUE OF ORDINARY SHARES - NOTICE IN ACCORDANCE WITH SECTION 708(A) OF THE CORPORATIONS ACT 2001 (Cth)

Sandfire Resources NL (ASX: SFR, or the Company) advises that 470,240 new fully paid ordinary shares (New Shares) have been allotted and issued to Aeris Resources Ltd (formerly Straits Resources Ltd) as consideration for the acquisition of exploration tenements. A completed Appendix 3B in respect of the New Shares is attached.

Secondary Trading Exemption Notice

The Corporations Act 2001 ("Corporations Act") restricts the on-sale of securities without disclosure, unless the sale is exempt under Section 708 or 708A of the Corporations Act. By Sandfire giving this notice, on-sale of the New Shares will fall within the exemption offered by Section 708A (5) of the Corporations Act.

Sandfire hereby notifies the ASX (as the operator of the prescribed financial market on which the New Shares are to be quoted) under Section 708A(5)(e) of the Act that:

1. The Company issued the New Shares without disclosure to investors under Part 6D.2 of the Corporations Act;

   
   

2. As at the date of this notice the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company, and with Section 674 of the Corporations Act; and,

   
   

3. As at the date of this notice there is no information that is excluded information for the purposes of sections 708A(7) and (8) of the Corporations Act.

Yours faithfully

Matthew Fitzgerald

Joint Company Secretary

Appendix 3B

New issue announcement,

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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: SANDFIRE RESOURCES NL

ABN: 55 105 154 185

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).

Ordinary fully paid shares.

1 +Class of +securities issued or to be issued

470,240

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

   
   

   Shares issued on the same terms as existing ordinary fully paid shares.

2. Principal terms of the +securities (eg, 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.

3. Do the +securities rank equally in all respects from the date of allotment 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

     
     

     
     

     $5.32 per ordinary share (15 trading day VWAP).

4. Issue price or consideration

   
   

   Shares issued to Aeris Resources Ltd (previously Straits Resources Ltd) as consideration for the acquisition of exploration tenements. Refer ASX announcement titled, SRQ: Sale of Temora and Currumburrama Exploration Projects, dated 6 October 2015 for details.

5. Purpose of the issue

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

No.

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

N/A.

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

N/A.

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

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

4 January 2016

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.

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

   
   

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

   
   

   The Company does not have a dividend policy.

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

   Part 2 - Bonus issue or pro rata issue

4. Is security holder approval required?

   
   

5. Is the issue renounceable or non- renounceable?

   
   

6. Ratio in which the +securities will be offered

14 +Class of +securities to which the offer relates

15 +Record date to determine entitlements

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

   
   

2. Policy for deciding entitlements in relation to fractions