Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Appendix 5B

Rule 5.5

Mining exploration entity and oil and gas exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/2013

Name of entity

Sundance Resources Ltd

ABN Quarter ended ("current quarter")

19 055 719 394 31 December 2014

Consolidated statement of cash flows

+ See chapter 19 for defined terms.

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Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Payments to directors of the entity, associates of the directors, related entities of the entity and associates of the related entities

Current quarter

$A'000

1.23 Aggregate amount of payments to the parties included in item 1.2 541

1.24 Aggregate amount of loans to the parties included in item 1.10 -

1.25 Explanation necessary for an understanding of the transactions

Payment to parties reported in 1.23:

Legal fees to a director related entity - $176,724

Remuneration of Directors - $364,225

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

Nil.

2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Not Applicable

+ See chapter 19 for defined terms.

Appendix 5B Page 2 01/05/2013

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

Notes:
1. 5 million convertible notes were issued by Sundance Resources Ltd ("Company") on 6 February
2013 to Hanlong (Africa) Mining Investment Ltd ("Hanlong") at an issue price of $1.00 per note. The notes may be converted into underlying shares utilising a conversion price of the average daily volume weighted average price of Sundance shares traded on the ASX over the five trading days preceding the date of conversion. On 12 December 2014, Sundance advised that the Maturity Date for the Hanlong convertible notes had been extended from 31 December 2014 to 31
December 2015, and from 1 January 2015, Sundance will pay interest to Hanlong at the rate of
10% per annum on a quarterly basis on the outstanding convertible notes. Conversion may occur at any time until 31 December 2015 at the election of either Sundance or Hanlong. If the notes have not been converted they will be redeemed on 31 December 2015 at $1.00 per note, $5 million in total.
2. The Company issued a convertible note with a face value of $20 million ("Noble Note") and 200 million free attaching options ("Noble Options") to Noble Resources International Pte Ltd, and
$20 million through the issue of 20,000 convertible notes each with a face value of $100 ("Consortium Notes") and 260 million free attaching options ("Consortium Options") to an investor consortium made up of investment vehicles managed by Blackstone Alternative Solutions, L.L.C., the D. E. Shaw Group and Senrigan Capital ("Investor Consortium"). The Noble Note and Consortium Notes (together with 60 million free attaching Consortium Options with an exercise price of 10 cents) were issued on 4 November 2013 raising $40 million. 200 million free attaching Noble Options with an exercise price of 12 cents and 140 million free attaching Consortium Options with an exercise price of 10 cents and 60 million free attaching Consortium Options with an exercise price of 12 cents were issued on 3 December 2013 following shareholder approval.
On 3 September 2014 the Company agreed, subject to ASX and any other regulatory and shareholder approvals, with the Investor Consortium to replace the existing $20 million convertible notes held by the Investor Consortium, which mature in November 2015, with new $22 million two-year convertible notes expiring in November 2016. In November 2014 the Company was granted a waiver by the ASX from Listing Rule 6.23.3 allowing the Company to proceed with the Refinancing Proposal with the Investor Consortium and to cancel the existing options held by the Investor Consortium and issue new options to them. Shareholder approval is still required for this to be completed.
3. On 23 September 2014 Sundance issued 400,000 convertible notes to Wafin Limited ("Wafin") with an issue price of $100 per convertible note for a total investment of $40 million, maturing 36 months from the date of issue (23 September 2017). The Wafin Note is convertible at a price of
10 cents per Sundance share. If not converted into Sundance shares, these notes are redeemable
at maturity for 130% of face value. Wafin received options over 260 million ordinary shares with an exercise price of 12 cents, which expire on the earlier of 60 months from issue, 20 business days after the project's Financial Close or a Change of Control Event. 50 million of these options not subject to Shareholder approval were issued on 23 September 2014, approval for the remaining 210 million options was received from shareholders at the Company's AGM held on
27 November 2014. For full details of the convertible notes issued to Wafin please refer to
Sundance's ASX release dated 3 September 2014.

+ See chapter 19 for defined terms.

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Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Estimated cash outflows for next quarter

Reconciliation of cash

Changes in interests in mining tenements and petroleum tenements

6.1 Interests in mining tenements and petroleum tenements relinquished, reduced or lapsed

6.2 Interests in mining tenements and petroleum tenements acquired or increased

+ See chapter 19 for defined terms.

Appendix 5B Page 4 01/05/2013

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

7.7 Options (description and conversion factor)

+ See chapter 19 for defined terms.

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Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

7.13 Performance rights

(totals only)

Compliance statement

1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5).

2 This statement does /does not give a true and fair view of the matters disclosed.

Sign here: ............................................................ Date: 27 January 2015

Company Secretary

Print name: Alan Rule

+ See chapter 19 for defined terms.

Appendix 5B Page 6 01/05/2013

Notes

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

1 The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

2 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements and petroleum tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement or petroleum tenement, it should disclose the change of percentage interest and

conditions precedent in the list required for items 6.1 and 6.2.

3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.

4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of

Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

+ See chapter 19 for defined terms.

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