Valor Resources : Response to ASX Price Query.pdf

ACN 076 390 451

14 January 2019

ASX Limited

Level 40, Central Park 152 - 158 St Georges Terrace PERTH WA 6000

By Email:[e-mail]

VALOR RESOURCES LIMITED - ASX PRICE QUERY

We refer to your letter dated 19 December 2018 (ASX Letter) and respond to your questions as follows:

• 1) Is VAL aware of any information concerning it that has not been announced to the market which, if known by some in the market, could explain the recent trading in its securities?

  Whilst VAL does not consider that the trading on the 19 December 2018 (the subject to the ASX Letter) was the result of any information not released to the market, VAL confirms that at the time of the ASX Letter it was in early stage negotiations of a joint venture option agreement regarding its Berengeula project.

  The relevant option agreement has subsequently been executed. Refer to the announcement dated 14 January 2019 for details (Announcement).

• 2) If the answer to question 1 is "yes".

  • a) Is VAL relying on Listing Rule 3.1A not to announce that information under Listing Rule 3.1? Please note that the recent trading in VAL's securities would suggest to ASX that such information may have ceased to be confidential and therefore VAL may no longer be able to rely on Listing Rule 3.1A. Accordingly, if the answer to this question is "yes", you need to contact us immediately to discuss the situation.

    As noted above, at the date of the ASX Letter, VAL was in early stage negotiations of a potential option agreement which, if entered, could have had a material impact on the price and value of VAL's shares.

    The relevant negotiations were incomplete and confidential at the time and accordingly, VAL did not disclose any details to ASX in reliance on Listing Rule 3.1A.

  • b) Can an announcement be made immediately? Please note, if the answer to this question is "no", you need to contact us immediately to discuss requesting a trading halt (see below).

22 Lindsay Street, Perth WA 6000

P.O. Box 8546, Perth BC WA 6849

Ph [phone], Fax [phone]

An announcement was unable to be made immediately as VAL considered that the wrong message would be sent to the market if details of the incomplete negotiations were announced at the time of the ASX Letter. Accordingly, as per the announcement dated 20 December 2018, VAL entered a voluntary suspension.

As the negotiations of the option agreement have concluded and the agreement entered, the Announcement was able to be made today.

c)

If an announcement cannot be made immediately, why not and when is it expected that an announcement will be made?

Refer to response to 2(b), the Announcement has now been released.

• 3) If the answer to question 1 is "no", is there any other explanation that VAL may have for the recent trading in its securities?

  Not applicable.

• 4) Please confirm that VAL is in compliance with the Listing Rules, and in particular Listing Rule 3.1.

  VAL confirms it is in compliance with the ASX Listing Rules, in particular Listing Rule 3.1.

• 5) Please confirm that VAL's responses to the questions above have been authorised and approved under its published continuous disclosure policy or otherwise by its board or an officer of VAL with delegated authority from the board to respond to ASX on disclosure matters.

  VAL confirms its responses to the above questions have been authorised and approved by its Board.

For and on behalf of the Board

For further information contact:

Paula Smith

Company Secretary

19 December 2018

Ms Paula Cowan Company Secretary Valor Resources Limited

By email

Dear Ms Cowan

Valor Resources Limited ('VAL'): Price Query

We note the change in the price of VAL's securities from a closing price of $0.004 on 18 December 2018 to an intraday low of $0.003 today, Wednesday, 19 December 2018.

We also note the significant increase in the volume of VAL's securities traded from 18 December 2018 to 19 December 2018.

Request for Information

In light of this, ASX asks VAL to respond separately to each of the following questions and requests for information:

1.

Is VAL aware of any information concerning it that has not been announced to the market which, if known by some in the market, could explain the recent trading in its securities?

• 2. If the answer to question 1 is "yes".

  • (a) Is VAL relying on Listing Rule 3.1A not to announce that information under Listing Rule 3.1? Please note that the recent trading in VAL's securities would suggest to ASX that such information may have ceased to be confidential and therefore VAL may no longer be able to rely on Listing Rule 3.1A. Accordingly, if the answer to this question is "yes", you need to contact us immediately to discuss the situation.

  • (b) Can an announcement be made immediately? Please note, if the answer to this question is "no", you need to contact us immediately to discuss requesting a trading halt (see below).

  • (c) If an announcement cannot be made immediately, why not and when is it expected that an announcement will be made?

• 3. If the answer to question 1 is "no", is there any other explanation that VAL may have for the recent trading in its securities?

• 4. Please confirm that VAL is complying with the Listing Rules and, in particular, Listing Rule 3.1.

• 5. Please confirm that VAL's responses to the questions above have been authorised and approved under its published continuous disclosure policy or otherwise by its board or an officer of VAL with delegated authority from the board to respond to ASX on disclosure matters.

When and where to send your response

This request is made under Listing Rule 18.7. Your response is required as soon as reasonably possible and, in any event, by no later than 6:30 AM AWST Thursday, 20 December 2018. If we do not have your response by

ASX Limited [[Listings]]

then, ASX will likely suspend trading in VAL's securities under Listing Rule 17.3. You should note that if the information requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, VAL's obligation is to disclose the information "immediately". This may require the information to be disclosed before the deadline set out in the previous paragraph.

ASX reserves the right to release a copy of this letter and your response on the ASX Market Announcements Platform under Listing Rule 18.7A. Accordingly, your response should be in a form suitable for release to the market. Your response should be sent to me by e-mail [e-mail]. It should not be sent directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm that it is in a form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.

Listing Rules 3.1 and 3.1A

Listing Rule 3.1 requires a listed entity to give ASX immediately any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity's securities. Exceptions to this requirement are set out in Listing Rule 3.1A. In responding to this letter, you should have regard to VAL's obligations under Listing Rules 3.1 and 3.1A and also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 - 3.1B. It should be noted that VAL's obligation to disclose information under Listing Rule 3.1 is not confined to, nor is it necessarily satisfied by, answering the questions set out in this letter.

Trading halt

If you are unable to respond to this letter by the time specified above, or if the answer to question 1 is "yes" and an announcement cannot be made immediately, you should discuss with us whether it is appropriate to request a trading halt in VAL's securities under Listing Rule 17.1. If you wish a trading halt, you must tell us:

•  the reasons for the trading halt;

•  how long you want the trading halt to last;

•  the event you expect to happen that will end the trading halt;

•  that you are not aware of any reason why the trading halt should not be granted; and

•  any other information necessary to inform the market about the trading halt, or that we ask for.

We may require the request for a trading halt to be in writing. The trading halt cannot extend past the commencement of normal trading on the second day after the day on which it is granted.

You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions.

Suspension

If you are unable to respond to this letter by the time specified above ASX will likely suspend trading in VAL's securities under Listing Rule 17.3.

Enquiries

If you have any queries or concerns about any of the above, please contact me immediately.

Yours faithfully

Daniel Nicholson

Adviser, Listings Compliance (Perth)