Hillgrove Resources : Correction to Appendix 3B

Friday, 12 June 2019

CORRECTION TO APPENDIX 3B

Hillgrove Resources (ASX:HGO), advises the attached Appendix 3B notice replaces the version released on 12 June 2019

The number of unquoted Employee Performance Rights in the 12 June 2019 Appendix 3B Notice should have been 18,875,000 and not 21,875,000 as shown in that notice.

There are no other changes to the earlier notice.

For more information contact:

Mr Paul Kiley

CFO & Company Secretary

Tel: [phone]

IIII	HILLGROVE RESOURCES LIMITED ACN 004 297 116	www.hillgroveresources.com.au
Ground Floor, 5-7 King William Road, PO Box 372, Unley SA 5061, Australia	T [phone] F [phone]

IIIIIIII HILLGROVE RESOURCES LIMITED

Page 2.

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	Hillgrove Resources Limited (HGO)
ABN	73 004 297 116

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

2

+Class of +securities issued or to be issued

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

Fully paid ordinary shares

8,111,400

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)

Ordinary Shares issued in accordance with the terms of the Hillgrove Resources Option and Performance Rights Plan.

1. 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:
2. • date from which they do
   • extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
   • extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
3. Issue price or consideration

Yes

Nil

IIIIIIII HILLGROVE RESOURCES LIMITED

Page 3.

6	Purpose of the issue	Performance rights exercised under the terms and
	(If issued as consideration for the	conditions of the Hillgrove Resources Option and
	acquisition of assets, clearly identify	Performance Rights Plan.
	those assets)

6a

6b

6c

6d

6e

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b-6hin

relation to +securities the subject of this Appendix 3B, and comply with section 6i

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

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

Number of +securities issued with security holder approval under rule 7.1A

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

No

N/A

N/A

N/A

N/A

6f

6g

6h

6i

Number of +securities issued under an exception in rule 7.2

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.

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

N/A

N/A

N/A

7	+Issue dates	12 June 2019
	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.

IIIIIIII HILLGROVE RESOURCES LIMITED

Page 4.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number +Class

585,588,518

Fully Paid Ordinary Shares

1. Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Number +Class

18,875,000 Employee Performance Rights

N/A

32

Part 2 - Pro rata issue

11	Is security holder approval required?	N/A
12	Is the issue renounceable or non-renounceable?
N/A
13	Ratio in which the +securities will be offered
N/A
14	+Class of +securities to which the offer relates
N/A
15	+Record date to determine entitlements
N/A
16	Will holdings on different registers (or subregisters)
N/A
	be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to N/A fractions

18	Names of countries in which the entity has security	N/A
	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.

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

20	Names of any underwriters	N/A

21	Amount of any underwriting fee or commission	N/A

IIIIIIII HILLGROVE RESOURCES LIMITED

Page 5.

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

N/A

N/A

N/A

1. If the issue is contingent on security holders' approval, the date of the meeting
2. Date entitlement and acceptance form and offer documents will be sent to persons entitled
3. If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

N/A

N/A

N/A

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?
4. How do security holders sell part of their entitlements through a broker and accept for the balance?
5. How do security holders dispose of their entitlements (except by sale through a broker)?
6. +Issue date

N/A

N/A

N/A

N/A

N/A

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)

1. X

+Securities described in Part 1

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