AGREEMENT WITH AUSTSINO AND NOTEHOLDERS UPDATES

Quarterly Activities Report for Period Ended 31 December 2018

  • Further $370,000 investment from AustSino, and $100,000 from Sea Honour
  • AustSino/Noteholder Agreement end date extended to 31 March 2019
  • Cameroon Ministerial changes delay Convention discussions
  • Sundance remains in voluntary suspension while AustSino responds to ASX queries for further information
  • $176,000 on hand at 31 December 2018

Sundance Resources Limited (ASX: SDL) (“Sundance” or “Company”) provides the following information about activities for the quarter ended 31 December 2018.

AGREEMENT WITH AUSTSINO AND NOTEHOLDERS UPDATES

On 25 September 2018 Sundance announced that it had signed an agreement (“Agreement”) with AustSino and all noteholders of the Company (other than Wafin Limited (Wafin)) being Senrigan Master Fund, Noble Resources International Pte Ltd, D. E. Shaw Composite Holdings International, Ltd, BSOF Master Fund L.P. and David Porter (together the “Noteholders”).

The Agreement will deliver funding for Sundance, leave Sundance debt free, and bring in partners who have the capability and capacity to fund and bring the Mbalam Nabeba Iron Ore Project (“Project”) into production. Under the Agreement signed on 25 September 2018, the issue of securities to AustSino and the Noteholders and the cancellation of the convertible notes was conditional on Wafin agreeing to the transactions contemplated by the Agreement.

Further to this announcement, on 1 October 2018 Sundance announced that Wafin had executed a deed poll dated 28 September 2018 (“Accession Deed Poll”) pursuant to which Wafin agreed to be bound by the terms of the Agreement. The execution of the Accession Deed Poll by Wafin means all Noteholders of Sundance are bound by the Agreement.

The key terms of the Agreement are set out in Sundance’s ASX announcement on 25 September 2018 (“Announcement”). The Announcement specified that the Agreement was subject to a number of conditions precedent (“Conditions”) including (without limitation) regulatory approvals and Sundance shareholder approvals, which needed to be satisfied or waived (as applicable) by 31 December 2018 (“End Date”). The End Date has now been extended to 31 March 2019.

This Agreement suspends the term sheet announced on 30 July 2018 between Sundance and the Noteholders(“Existing Term Sheet”) and the Existing Term Sheet will terminate upon completion of the Agreement. If completion under the Agreement does not occur, then the Existing Term Sheet will remain on foot.

SUNDANCE REMAINS IN VOLUNTARY SUSPENSION

Sundance shares will remain in suspension while AustSino (also in suspension) responds to ASX’s request for further information concerning AustSino’s proposed transactions. The additional information includes Western Australian Port Rail Construction (Shanghai) Ltd (WAPRC) and its corporate/capital structure, the source of funds and the new controllers of AustSino followingcompletion of the WAPRC placement (which isitself a control transaction) – see the AustSino ASX Announcement of 25 September 2018 for further information.

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