SDL: Company Update

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ASX Announcement | Media Release

10 January 2019

COMPANY UPDATE

Summary:

• ➢ Further funds received

• ➢ Cameroon Ministerial changes delay Convention discussions

Sundance Resources Limited (ASX: SDL) ("Sundance" or the "Company") provides the following update regarding the binding agreement that it signed on 24 September 2018 ("Agreement") with AustSino Resources Group Limited (ASX: ANS) ("AustSino") and the noteholders of Sundance (excluding Wafin Limited, which subsequently acceded to the Agreement on 28 September 2018).

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").

Sundance and AustSino announced on 30 November 2018 that, despite a number of positive developments, the Conditions would not be able to be met by the End Date. Sundance and AustSino subsequently announced on 2 January 2019 that they had reached agreement with all Noteholders to extend the End Date to 31 March 2019.

Funding

Further to the announcement released by Sundance to the ASX on 31 December 2018, Sundance is pleased to report that it has received $220,000 in immediately available funds. The funds will be used for working capital and to progress the requirements of the Agreement.

Sundance has received $120,000 from AustSino via a placement. Sundance have issued 30,000,000 fully paid ordinary shares to AustSino at an issue price of $0.004 per share. AustSino have also received 60,000,000 bonus options (2 options per share issued) at an exercise price of $0.006, and due to lapse 5 years after issue. The placement will increase AustSino's shareholding in Sundance to 3.32%.

Sundance has also received $100,000 from Sea Honour Ltd ("Sea Honour"). Sundance have issued 25,000,000 fully paid ordinary shares to Sea Honour at an issue price of $0.004 per share. Sea Honour, a private company based in Hong Kong, have also received 50,000,000 bonus options (2 options per share issued) at an exercise price of $0.006, and due to lapse 5 years after issue. Sea Honour is not currently a shareholder of Sundance but at the conclusion of this transaction will hold approximately 0.3% of Sundance.

Cameroon Convention

Following President Paul Biya's election victory in August 2018, giving him a new 7-year term, the President on Friday, 4 January 2019, announced a restructure of his Cabinet including the appointment of new ministers. This also included the appointment of a new Prime Minister.

Due to these Cabinet changes and the need for the government ministers to settle into their portfolios, planned visits to Cameroon by Sundance and AustSino to discuss the Mbalam Convention have been delayed until late January 2019 at the request of the Cameroon Government.

This may affect the timeframe for completion of the Agreement and AustSino's proposed transaction with private Chinese entity, Western Australian Port Rail Construction (Shanghai) Ltd ("WAPRC"). Sundance and AustSino will update the market as required.

ENDS

Further information:

GIULIO CASELLO

Chief Executive Officer and Managing Director Sundance Resources Limited

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Media:

Peter Klinger Cannings Purple Mob: [phone]

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