AustSino Resources : Capital Raising & Appendix 3B

ASX Announcement

31 January 2020

Capital Raising

AustSino Resources Group (ASX: ANS or Company) is pleased to announce that it has successfully completed a Placement to raise a further $441,750 before costs. This follows the Placements completed on 4 December 2019, 20 December 2019 and 17 January 2020 which raised in total $1,900,000 before costs.

This Placement involves the issue of 33,980,764 fully paid ordinary shares at an issue price of AUD 0.013 (1.3 cents) per share under the Company's existing placement capacity afforded under ASX Listing Rule 7.1.

The Placement was made to various non-related investors without a prospectus or other disclosure document, in accordance with section 708 of the Corporations Act 2001. Accordingly, the shares are subject to a holding lock and may not be traded or transferred for 12 months or until the Company issues a prospectus or similar disclosure document.

The funds raised from the recent Placement have been received into the Company's bank account held in Australia. These funds will be used to fund the Company's commitment (which is announced on 22 October 2019) to provide ongoing financial support to Sundance Resources Limited (ASX: SDL) and for general working capital purposes.

The shares will rank equally with existing fully paid ordinary shares in the Company. No shareholder approval is required for the Placement, as the issue of the shares is within the Company's existing placement capacity permitted under ASX Listing Rule 7.1.

The Company did not use a lead manager for the Placement.

The Company has also issued 9,745,192 fully paid ordinary shares and 9,000,000 unlisted options to non-related parties as settlement of supplier invoices in lieu of cash payment. The Company used its available placement capacity under ASX Listing Rule 7.1. Attached is an Appendix 3B in relation to the issues.

The Company is continuing to explore other funding sources and is also continuing to work towards finalising the WAPRC Transaction and Sundance Transactions which the Company and Sundance Resources Ltd announced on 25 September 2019.

Further inquiries:

Mr Henko Vos

Company Secretary

T: [phone]

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

AustSino Resources Group Limited

ABN

12 009 076 242

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

1. Fully paid ordinary shares
2. Fully paid ordinary shares
3. Unlisted options

1. 33,980,764
2. 9,745,192
3. 9,000,000

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. Same as other fully paid ordinary shares
2. Same as other fully paid ordinary shares
3. Options exercisable at $0.02 on or before 31 January 2021

+ See chapter 19 for defined terms.

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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. Yes ii) Yes
   iii) No, however ordinary shares issued upon the exercise of the options will rank equally with existing quoted fully paid ordinary shares on issue.

5	Issue price or consideration	i)	$0.013 per share
		ii)	$0.013 per share (settlement of invoices
			totalling $126,687 excluding GST)
		iii) Nil (free attaching of (ii) above)

6 Purpose of the issue

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

1. Funds raised will be used to fund the existing financial support arrangements with Sundance Resources Limited (ASX: SDL), as announced on 22 October 2019, and for general working capital purposes.
2. & iii) Settlement of invoices in relation to services provided to the Company.

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

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

Yes

29 November 2019

6c Number of +securities issued without security holder approval under rule 7.1

1. 33,980,764
2. 9,745,192
3. 9,000,000

+ See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B

New issue announcement

6d Number of +securities issued N/A with security holder approval under rule 7.1A

6e Number of +securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify

date of meeting)

6f Number of +securities issued under an exception in rule 7.2

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

N/A

6h	If +securities	were issued under	N/A
	rule	7.1A	for	non-cash
	consideration,	state	date on
	which valuation of consideration
	was released to ASX Market
	Announcements
6i	Calculate the	entity's	remaining
Refer to Annexure 1 below
	issue capacity under rule 7.1 and
	rule 7.1A - complete Annexure 1
	and release to ASX Market
	Announcements
7	+Issue date
		31 January 2020
	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.

+ See chapter 19 for defined terms.

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Appendix 3B Page 3

Appendix 3B

New issue announcement

Number

+Class

8

Number

and

+class

of

all

5,547,931,762

Fully paid ordinary

shares,

of

+securities

quoted

on

ASX

which

(including the

+securities in

section 2 if applicable)

1)

30,769,230

fully

paid

ordinary

shares

are

escrowed until the earlier of

15 February 2020 or until

the

company

issues

a

prospectus,

cleansing

statement

or

other

disclosure document.

2)

134,938,590

fully

paid

ordinary

shares

are

escrowed until the earlier of

16 May 2020 or until the

company

issues

a

prospectus,

cleansing

statement

or

other

disclosure document.

3)

55,000,000

fully

paid

ordinary

shares

are

escrowed until the earlier of

4 December 2020 or until

the

company

issues

a

prospectus,

cleansing

statement

or

other

disclosure document.

4)

49,230,769

fully

paid

ordinary shares are held in

a holding lock until the

earlier of 19 December 2020

or until the company issues

a

prospectus,

cleansing

statement

or

other

disclosure document.

5)

107,692,308

fully

paid

ordinary shares are held in

a holding lock until the

earlier of 24 December 2020

or until the company issues

a

prospectus,

cleansing

statement

or

other

disclosure document.

6)

41,923,077

fully

paid

ordinary shares are held in

a holding lock until the

earlier of 17 January 2021 or

until the company issues a

+ See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

prospectus, cleansing

statement or other disclosure document.

7) 43,725,956 fully paid ordinary shares are held in a holding lock until the earlier of 31 January 2021 or until the company issues a

prospectus, cleansing

statement or other disclosure document.

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

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

Number	+Class
20,000,000	Unlisted options exercisable at
	$0.04 expiring 17/04/2020
40,000,000	Unlisted options exercisable at
	$0.03 expiring 30/11/2020
9,000,000	Unlisted options exercisable at
	$0.02 expiring 31/01/2021
N/A

Part 2 - Pro rata issue

11 Is security holder approval N/A required?

12	Is the issue renounceable or non-	N/A
	renounceable?

13 Ratio in which the +securities N/A will be offered

14	+Class of +securities to which the	N/A
	offer relates
15	+Record date to determine
	entitlements	N/A

16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?

• See chapter 19 for defined terms.

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Appendix 3B Page 5

Appendix 3B

New issue announcement

1. Policy for deciding entitlements in relation to fractions
2. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A

N/A

19 Closing date for receipt of N/A acceptances or renunciations

20 Names of any underwriters	N/A

1. Amount of any underwriting fee or commission
2. Names of any brokers to the issue
3. Fee or commission payable to the broker to the issue
4. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

N/A

N/A

N/A

N/A

25 If the issue is contingent on N/A security holders' approval, the

date of the meeting

26	Date entitlement and acceptance	N/A
	form and offer documents will be
	sent to persons entitled

27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

1. Date rights trading will begin (if applicable)
2. Date rights trading will end (if applicable)
3. How do security holders sell their entitlements in full through a broker?

N/A

N/A

N/A

31	How do security holders sell part	N/A
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
N/A
	of their entitlements (except by
	sale through a broker)?
33	+Issue date
N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

(a)		+Securities described in Part 1
(b)		All other +securities
		Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
		employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
		securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B

New issue announcement

36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37

A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

1. Number of +securities for which +quotation is sought
2. +Class of +securities for which quotation is sought
3. 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:
4. 1. the date from which they do
   2. the extent to which they participate for the next dividend, (in the case of a trust,
      distribution) or interest payment
   3. the extent to which they do not rank equally, other than in relation to the next dividend,
      distribution or interest payment
5. Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

+ See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B

New issue announcement

Number+Class

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Quotation agreement

1. +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
2. We warrant the following to ASX.
3. • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
   • There is no reason why those +securities should not be granted +quotation.
   • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under
  sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

1. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
2. We give ASX the information and documents required by this form. If any
   information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

	( signed electronically )
Sign here:	................................................Date: 31 January 2020
	(Company Secretary)
Print name:	Henko Vos
	== == == == ==

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B

New issue announcement

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary	5,084,651,832
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:	30,769,230 (Ratified - AGM 29 November
	2019)

• Number of fully paid +ordinary securities

issued in that 12 month period under an	134,938,590 (Ratified - AGM 29 November
exception in rule 7.2	2019)

• Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval
• Number of partly paid +ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added
• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
• It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid +ordinary Nil securities cancelled during that 12 month period

"A"5,250,359,652

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

Step 2: Calculate 15% of "A"

"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	787,553,947

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued	55,000,000
or agreed to be issued in that 12 month
period not counting those issued:	49,230,769
• Under an exception in rule 7.2	107,692,308 (SDL)
• Under rule 7.1A	41,923,077
• With security holder approval under rule	33,980,764
7.1 or rule 7.4
	9,745,192
Note:
• This applies to equity securities, unless	9,000,000
specifically excluded - not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
"C"	306,572,110

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15	787,553,947
Note: number must be same as shown in
Step 2
Subtract "C"	306,572,110
Note: number must be same as shown in
Step 3
Total ["A" x 0.15] - "C"	480,981,837
	[Note: this is the remaining placement
	capacity under rule 7.1]

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B

New issue announcement

Part 2

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"	5,250,359,652
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	525,035,965

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not just ordinary securities
• Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed
• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
• It may be useful to set out issues of securities on different dates as separate line items

"E"Nil

+ See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B

New issue announcement

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	525,035,965
Note: number must be same as shown in
Step 2
Subtract "E"	Nil
Note: number must be same as shown in
Step 3
Total ["A" x 0.10] - "E"	525,035,965
	Note: this is the remaining placement
	capacity under rule 7.1A

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 13