26 July 2016

Dear Sipa Shareholder

Sipa Resources Limited - Share Purchase Plan

1. Introduction

   On behalf of the Directors of Sipa Resources Limited ABN 26 009 448 980 (Sipa), I am pleased to offer Eligible Shareholders (as defined in Section 3 of the enclosed Terms and Conditions) the opportunity to participate in the Sipa Resources Share Purchase Plan (SPP).

   Pursuant to the SPP, Eligible Shareholders may apply to purchase up to A$15,000 worth of new fully paid ordinary shares in Sipa (New Shares) (subject to any pro-rata scale back) without paying brokerage or other transaction costs. The SPP proceeds will be capped at A$2 million, however the Directors reserve the right to accept oversubscriptions in their absolute discretion or to scale back applications pro-rata. A brief snapshot of the SPP is set out below. Full details in relation to the SPP are set out in the enclosed Terms and Conditions and Application Form.

2. Purpose of SPP and Use of Funds

   Sipa announced the SPP on 20 July 2016. Also on that date, Sipa announced a share placement to exempt offerees. (Placement).

   The funds raised from the Placement and SPP will be used as follows:

   • To undertake an Aircore drilling program at the recently acquired Paterson North Project, where an extensive copper-bismuth-gold anomaly of over 4km in length has been identified from previous drilling. The Project, a Farm-in and Joint Venture with Ming Gold Ltd which enables Sipa to earn up to 80% by expending $3m over four years, is directly along strike (less than 10km) from Antipa Mineral's recently identified Meekus IP anomaly (ASX: AZY 24 June 2016), as well as the Calibre and Magnum deposits further to the south. Sipa has recently been successful in securing a West Australian Government Exploration Incentive Scheme (EIS) grant up to the value of $150,000 to co-fund this upcoming drilling program;

   • To continue to delineate wider disseminated and higher grade massive sulphide zones in the basal position (which are the key to the location of the potentially economic lodes contained) within the Akelikongo magmatic nickel sulphide system. Recent results have continued to improve in both grade and width and include further massive intercepts such as up to 10m at 1% Ni and 0.22% Cu and 0.05% Co very close to surface (AKC004) and wide disseminated zones such as 119m @ 0.40% Ni, 0.12% Cu and 0.02% Co from surface (AKC005) (ASX release 2 June 2016) now that the geometry and mineralising processes are better understood; and

   • To provide additional working capital.

3. Summary of Key Details

   Key details in relation to the SPP are summarised below:

   Offer to Eligible Shareholders only: The offer under the SPP to subscribe for New Shares is only open to Eligible Shareholders:

   • who were registered as holders of fully paid ordinary shares in Sipa (Shares) as at 5.00pm Perth on 19 July 2016 (Record Date); and

   • whose registered address is in Australia or New Zealand.

     Optional, but not transferable: Participation in the SPP is optional, but the right of Eligible Shareholders to participate in the SPP is not transferable.

     Issue price: Eligible Shareholders may subscribe for New Shares at an issue price of A$0.02 per New Share, which is the same price that exempt offerees subscribed for Shares under the Placement and represents a discount of:

   • 20.0% to the closing price of A$0.025 per Share on 15 July 2016 (being the last trading day prior to the announcement of the Placement and SPP); and

   • 19.2% to the five day volume-weighted average price up to an including 15 July 2016 of A$0.0248 per Share.

     REGISTERED OFFICE: Unit 8 1st Floor 12-20 Railway Road, Subiaco Western Australia 6008

     ABN 26 009 448 980 • TELEPHONE: (08) 9388 1551 • FAX: (08) 9381 5317 • E-MAIL: [email protected]

     Maximum amount and increments: If you are an Eligible Shareholder, you may apply to purchase a parcel of New Shares in the following amounts:

     Subscription amount	Number of New Shares
     A$1,000 (minimum)	50,000
     A$3,000	150,000
     A$5,000	250,000
     A$10,000	500,000
     A$15,000 (maximum)	750,000

     If you have two or more registered holdings of Shares, the total of all your applications must not exceed A$15,000. Sipa reserves the right to decline applications from multiple registered holdings if the total exceeds A$15,000, including where those registered holdings are in similar, but not identical names, are held directly or indirectly, or are held alone or with others.

     Cap: Sipa intends to raise up to A$2 million under the SPP. However, the Directors reserve the right to accept over subscriptions or to scale back applications in their absolute discretion. The maximum number of New Shares which may be issued under the SPP as permitted by the ASX Listing Rules is 30% of the pre SPP offer issued capital, being 211,458,901 New Shares (excluding the Shares issued under the Placement). In the event that Sipa elects to scale back applications, this will be done on a pro-rata basis. Should this occur, you may be allocated New Shares to a value which is less than the parcel for which you applied, and the difference will be refunded to you without interest.

     The allocation of New Shares will be at the absolute discretion of the Directors from time to time - the Company reserves the right to issue fewer New Shares than an Eligible Shareholder applies for under the SPP, or no New Shares, in its absolute discretion or if the Company believes it is not permitted to issue the New Shares as a result of any law or ASX Listing Rule.

     Application procedure: The SPP opens at 10:00am on 28 July 2016 and closes at 5.00pm (WST) on 17 August 2016. To apply for New Shares under the SPP, Eligible Shareholders may either:

   • Complete and return their enclosed Application Form in accordance with the details on the form, together with a cheque, bank draft or money order drawn on an Australian bank in Australian dollars so that they are received by no later than 5.00pm(WST) on 17 August 2016; or

   • Pay directly via BPAY® on the internet or by telephone (for shareholders with an eligible Australian bank account only) so that the funds are received by no later than 3.00pm (WST) on 17 August 2016. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment.

     Full details of the SPP are set out in the enclosed Terms and Conditions and Application Form.

4. Additional Information

You should be aware that the market price of Shares on ASX may rise and fall between the date of the SPP offer and the date that the New Shares are issued under the SPP.

The New Shares are a speculative investment and there can be no certainty that New Shares will trade at or above the Issue Price following completion of the SPP.

The SPP does not take into account the individual investment objectives, financial situation, tax position or particular needs of each Eligible Shareholder. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept the offer.

I encourage you to read and consider the enclosed Terms and Conditions relating to the SPP, as you will be bound by them if you apply for New Shares under the SPP.

If you have any queries, please contact Tara Robson on +61 8 9388 1551. Yours sincerely

Lynda Burnett Managing Director

This document may not be released or distributed in the United States

SIPA RESOURCES LIMITED

SHARE PURCHASE PLAN TERMS AND CONDITIONS

Sipa Resources Limited (ABN 26 009 448 980) (Sipa or the Company) would like to offer Eligible Shareholders (as defined in Section 3 below) (Offer) the opportunity to participate in the Sipa Resources Share Purchase Plan (SPP) and subscribe for new fully paid ordinary shares in Sipa (New Shares) on the terms and conditions set out below (Terms and Conditions).

1. Class order 09/425 issued by the Australian Securities and Investments Commission

   The offer of New Shares under the SPP has been structured to comply with the Australian Securities and Investments Commission Class Order 09/425 (as may be amended from time to time) (ASIC Class Order 09/425) to enable the Company to issue fully paid ordinary shares (Shares) without a prospectus.

2. Key Dates of the SPP

   Event Date

   Record date for determining entitlement 5.00pm Perth time on 19 July 2016 (Record Date)

   SPP opens 28 July 2016

   SPP closes 5.00pm Perth time on 17 August 2016

   Issue of New Shares 23 August 2016

   New Shares issued under the SPP expected to commence trading 24 August 2016 Dispatch of holding statements/refund advice (if applicable) 24 August 2016

   No late applications will be accepted, however the above timetable is indicative only and Sipa reserves the right to vary these dates without notice.

3. Who is eligible to participate in the offer?

   You are eligible to apply for Shares in the SPP if:

   • your registered address, as recorded in the Company's register of members, is in Australia or New Zealand (Eligible Shareholder); and

   • you were registered as a holder of Shares as at 5.00pm Perth time on 19 July 2016 (Record Date). The Offer to each Eligible Shareholder is made on the same terms and conditions.

   The Offer is non-renounceable (ie. you may not transfer your right to subscribe for New Shares under the Offer to anyone else).

4. Foreign offer restrictions

   This document may not be released or distributed outside Australia and New Zealand.

   This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

   New Zealand

   The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

   This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

5. Is the Offer voluntary?

   The Offer is entirely voluntary and is subject to these Terms and Conditions. You do not have to participate if you don't want to.

6. How was the issue price determined?

   The issue price for each New Share under the Offer is A$0.02. This price is an 19.2% discount to the volume weighted average market price of Shares in the Company calculated over the last five days on which sales in the Shares were recorded on the ASX, ending on the Record Date.

7. Important Information on price risk to consider

   Before deciding whether to accept the Offer, you should refer to the current Share price, which can be obtained from the financial pages of your daily newspaper, your stockbroker, your financial adviser, or the ASX. Please note that the Share price may rise or fall between the date of this Offer and the date when the New Shares are issued to you under the SPP. This means that the price you pay per New Share under this Offer may be greater than or less than the Share price at the time the New Shares are issued to you pursuant to this Offer. In determining whether you wish to participate in this Offer and the extent to which you participate, you should seek your own personal financial and/or taxation advice referable to your own circumstances.

8. How much can you invest in the Offer?

   Sipa intends to raise up to A$2 million under the SPP. However, the Directors reserve the right to accept over subscriptions in their absolute discretion or to scale back applications pro-rata. The maximum number of New Shares which may be issued under the SPP as permitted by the ASX Listing Rules is 30% of the pre Offer issued capital, being 211,458,901 New Shares (excluding the Shares issued under the Placement). In the event that Sipa elects to scale back applications, this will be done on a pro-rata basis. Should this occur, you may be allocated New Shares to a value which is less than the parcel for which you applied, and the difference will be refunded to you without interest.

   Subject to paragraph 9, if you are an Eligible Shareholder, you can subscribe for New Shares under the SPP in the following amounts:

   Subscription amount	Number of New Shares
   A$1,000 (minimum)	50,000
   A$3,000	150,000
   A$5,000	250,000
   A$10,000	500,000
   A$15,000 (maximum)	750,000

   The A$15,000 limit applies irrespective of the number of Sipa Shares you hold on the Record Date.

   Please note that the maximum of A$15,000 applies to you even if you receive more than one Offer from the Company. For example, if you are both a sole and a joint shareholder of the Company as at the Record Date, you can only apply for, in aggregate, a maximum of $15,000 worth of New Shares.

   No fractions of Shares will be issued. The number of New Shares to be issued to you will be calculated by dividing the aggregate application money that you pay in applying for New Shares by the issue price of A$0.02, then rounding up to the nearest whole number.

9. Custodian Certification

If on the Record Date you are a custodian within the definition of "custodian" in ASIC Class Order 09/425 (Custodian) and hold Shares on behalf of one or more persons (each a Participating Beneficiary), you may apply for up to a maximum of A$15,000 worth of New Shares for each Participating Beneficiary, subject to providing a notice in writing to the Company on application for New Shares pursuant to the Offer certifying the following:

1. either or both of the following:

2. that the Custodian holds Shares on behalf of one or more other persons (Participating Beneficiaries) that are not Custodians; and

3. that another Custodian (Downstream Custodian) holds beneficial interests in Shares on behalf of one of more other persons (each a Participating Beneficiary), and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

   on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

4. where paragraph 9(a)(i) applies - the Custodian; and

5. where paragraph 9(a)(ii) applies - the Downstream Custodian, to apply for New Shares on their behalf under the SPP;