ASX/Media Announcement

18 December 2015

COMPLETION OF ACQUISITION OF RED DRAGON MINES NL

Thundelarra Limited (Company) is pleased to advise that the previously announced acquisition of Red Dragon Mines NL (and its wholly owned subsidiary Zeus Mining Pty Ltd) has completed.

On 15 October 2015 the Company announced that it had entered into a Share Purchase Agreement to acquire Red Dragon Mines NL, subject to the Company obtaining shareholder approval pursuant to ASX Listing Rules 10.1, 10.11 and Chapter 2E of the Corporations Act in respect of the transactions contemplated by the Share Purchase Agreement. As announced, these approvals were obtained on 11 December 2015, and completion took place today.

As a result of completion, the vendors of Red Dragon Mines NL have been issued 17,927,166 fully paid ordinary shares issued in the capital of the Company (Shares). 6,038,382 of these Shares were issued to entities associated with Directors of the Company, Mr Crabb and Mr DeMarte and in accordance with the ASX Listing Rules, will be escrowed for a period of 12 months from the date of issue.

The Company's CEO, Tony Lofthouse said "Completing the acquisition of Red Dragon is timely. The broad consensus of market commentary on the outlook for metal prices in 2016 is that base metals (especially copper) and gold are the favoured commodities. We already have our copper focus at Red Bore, so Red Dragon fills the gap by adding a gold focus too. We are very excited by what 2016 may bring for both our copper and now gold targets".

Please see below the cleansing notice under section 708A of the Corporations Act 2001 (Cth) (Act) and associated Appendix 3B for the issue of the Shares.

Secondary Trading

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A of the Act. By the Company giving this notice, a sale of the Shares noted above will fall within the exemptions in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

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

   
   

2. as at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as it applies to the Company;

   
   

3. as at the date of this notice the Company has complied with section 674 of the Act as it applies to the Company; and

   
   

   Thundelarra Limited | ABN: 74 950 465 654 | Level 1, 186 Hampden Rd, Nedlands WA 6009 | PO Box 7363, Cloisters Square, WA, 6850 |

   www.thundelarra.com.au | [email protected] | Tel: +61 8 9389 6927 | Fax: +61 8 9389 5593

   THUNDELARRA LIMITED ASX RELEASE

   
   

4. as at the date of this notice there is no information:

   
   

5. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

   
   

6. that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

   
   

7. the assets and liabilities, financial position and performance, profit and losses and prospects of the Company; or

   
   

8. the rights and liabilities attaching to the Shares.




For further Information please contact:




Frank DeMarte Thundelarra Limited Company Secretary

+61 8 9389 6927




THUNDELARRA LIMITED

Issued Shares: 337.3M ASX Code: THX




Page | 2

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

THUNDELARRA LIMITED




ABN

74 950 465 654




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).




1	+Class of +securities issued or to be issued	(1) & (2) Ordinary fully paid shares.
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	11,888,784 ordinary fully paid shares (Shares) 6,038,382 ordinary fully paid shares that will be escrowed for 12 months from the date of issue (Restricted 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)	(1) & (2) Ordinary fully paid shares in the capital of the Company ranking equally with existing fully paid ordinary shares on issue.




+ See chapter 19 for defined terms.




04/03/2013 Appendix 3B Page 1

Appendix 3B

New issue announcement







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	(1) & (2) The Shares rank equally in all respects from the date of issue with the existing class of quoted securities on issue. The Restricted Shares will be escrowed for a period of 12 months following the date of issue.
5	Issue price or consideration	(1) & (2) Deemed issue price of $0.077 per share.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	(1) & (2) The shares were issued in consideration for the acquisition of Red Dragon Mines NL pursuant to the Share Purchase Agreement announced to ASX on 15 October 2015 (and completion of which was announced on 18 December 2015).
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	27 February 2015.
6c	Number of +securities issued without security holder approval under rule 7.1	None.
6d	Number of +securities issued with security holder approval under rule 7.1A	None.




+ See chapter 19 for defined terms.




Appendix 3B Page 2 04/03/2013