Alloy Resources : Share Purchase Plan Offer Document Dispatched

19 October 2017

Principal Office

+61 (8) 9322 9903

Level 3, 35 Havelock St West Perth WA 6005

Postal & Registered Office

+61 (8) 9316 9100

Suite 6, 7 The Esplanade Mt Pleasant WA 6153

Company Announcements Office Australian Securities Exchange 4th Floor, 20 Bridge Street Sydney NSW 2000

SHARE PURCHASE PLAN

The Directors of Alloy Resources Limited (Alloy) are pleased to advise that the attached Share Purchase Plan (SPP) Offer document has been dispatched to shareholders today.

NOTICE GIVEN UNDER SECTION 708A(5) OF THE CORPORATIONS ACT

This notice is given by Alloy Resources Limited ("Company") under section 708A(5)(e) of the Corporations Act in relation to an issue of up to 150,000,000 fully paid ordinary shares ("Shares") by the Company without disclosure to investors under Part6D.2 of the Corporations Act, under the Company's Share Purchase Plan announced to ASX on Monday 16 October 2017.

The shares will be issued pursuant to the exemption from disclosure under ASIC Class Order CO09/425. As at the date of this notice, the Company has complied with:

1. The provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

2. Section 674 of the Corporations Act

The Company confirms that, as at the date of this notice, there is no information that is 'excluded information' within the meaning of section 708A(7) and 708A(8) of the Act which is required to be disclosed under section 708A(6)(e) of the Act.

Yours faithfully

Alloy Resources Limited

Kevin Hart Company Secretary

Principal Office

+61 (8) 9322 9903

Level 3, 35 Havelock St West Perth WA 6005

Postal & Registered Office

+61 (8) 9316 9100

Suite 6, 7 The Esplanade Mt Pleasant WA 6153

19 October 2017

Dear Shareholder

INVITATION TO PARTICIPATE IN ALLOY RESOURCES LTD'S SHARE PURCHASE PLAN

Alloy Resources Ltd (ABN 20 109 361 195) (Alloy or the Company) is pleased to provide eligible shareholders the opportunity to participate in a share purchase plan (SPP) to subscribe for ordinary fully paid shares (New Shares) in Alloy (Plan or Offer) on the terms and conditions (Terms and Conditions) enclosed with this letter.

Shareholders Eligible to Participate in the Plan

The right to participate in the Offer under the Plan is optional and is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the issued capital of Alloy (Shares) at 5.00pm WST on the Record Date of Friday, 13 October 2017 and whose registered address is in Australia or New Zealand (Eligible Countries), unless such registered shareholder holds Shares on behalf of another person who resides outside Australia or New Zealand or other Eligible Countries as permitted by the Company in light of applicable foreign laws (Eligible Shareholders).

Share Purchase Plan

The amount intended to be raised under the Plan is up to A$500,000 comprising a total of 125,000,000 ordinary shares at A$0.004 per share (0.4 cents). The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to purchase up to A$15,000 worth of New Shares.

The issue price of A$0.004 is a 20% discount to the volume weighted average price (VWAP) of the Company's Shares traded on the Australian Securities Exchange (ASX) during the 5 trading days immediately prior to the announcement date of this offer, and is free of brokerage and commission (Offer).

The VWAP of Shares traded on the ASX during the 5 trading days immediately prior to the announcement date of the Offer was $0.005 (0.5 cents).

• The total application funds received;

• The amount applied for by each Eligible Shareholder;

• The trading activity of the Eligible Shareholder since the Record Date and whether the Eligible Shareholder remains on the register at the Closing Date; and

• The date the Company received the completed Application Form.

An outline of the Plan is set out in this letter and the details are set out in the enclosed Terms and Conditions. An application form for the Plan (Application Form) is included in this package.

Alloy Resources Limited ABN 20 109 361 195info@alloyres.comwww.alloyres.com

Current Projects

Alloy's principal projects are the 100% owned Ophara cobalt-gold project near Broken Hill in New South Wales and the Horse Well gold project in Western Australia, in which the Company has a 40% interest in a joint venture with Doray Minerals Limited.

Ophara Cobalt-Gold Project (100%)

The Ophara project lies adjacent to the South Australian border west of Broken Hill in New South Wales in an area which is known to have significant Cobalt mineralisation, with large resources defined at the adjacent Mutooroo and Thackaringa deposits.

The Company has an advancedcobalt-gold prospectat the Great Goulburn Prospect. The mineralisation style has similarities to both Mutooroo and Thackaringa Cobalt deposits however it is unique in having low-copper and high-gold mineralisation associated with the Cobalt.

Interpretation of the available geological and geophysical information suggests that it is highly unlikely that Great Goulburn is the only area of strong Cobalt-Gold mineralisation in the area, particularly as there is very limited outcrop present. There is strong potential for extensive cobalt-gold-copper mineralisation to be defined within the Exploration Licence and warrants renewed exploration focus on the project area by Alloy.

During September 2017, a 102 square kilometre helicopter-borne VTEM survey at 200 metre line spacing was successfully completed. The survey aimed to define potential bedrock sulphide conductors that may have Cobalt-Gold-Copper mineralisation similar to the Company's Great Goulburn Prospect and the adjacent Mutooroo and Thackaringa deposits. A Geotem aerial survey in the 1990's had suggested there were conductors present but the quality of data was insufficient to define drill targets.

Independent Consulting Geophysicists have indicated the VTEM survey has successfully defined ten

(10) discrete bedrock EM anomalies of moderate to strong conductance which can be easily and effectively tested with shallow RC drilling.

Horse Well Gold Project (40%)

The Horse Well Joint Venture with Doray Minerals Limited ('Doray') covers 1,000 square kilometre project area.

The Joint Venture has completed a minimum of $2 million in exploration expenditure as part of the final Stage 3 minimum Joint Venture commitment. Future exploration is based on programmes and budgets proposed by the Joint Venture Manager, Doray Minerals Limited.

Further details of Alloy's current activities and other projects are set out in the announcements made to the ASX and are available from the ASX or Alloy's website www.alloyres.com.

Purpose of the Offer

Funds raised pursuant to the Offer will be used to fund exploration programs including near term drilling of the identified EM anomalies at the Company's Ophara cobalt-gold project, maintaining the Company's 40% contributions to joint venture expenditure at the Horse Well gold project and to provide working capital.

The Offer allows Shareholders to increase their holdings without brokerage and associated charges. It also offers Shareholders the opportunity to support the growth of the Company by making a direct investment in Alloy.

How much can you invest?

Eligible Shareholders may only acquire a maximum of up to A$15,000 worth of New Shares under the Plan.

Subscription and Application Procedure

If you would like to participate in the Offer, the following payment options are available:

1. Application Form and Accompanying Cheque or Money order

   Eligible Shareholders wishing to pay by cheque or money order must follow the instructions on the Application Form and complete the Application Form, provide a cheque or money order that is payable to "Alloy Resources Ltd" and crossed "Not Negotiable" and return the completed Application Form and cheque or money order to:

   Alloy Resources Limited

   c/ - Security Transfer Registrars Pty Ltd PO Box 52

   Collins Street West VIC 8007‌

   to be received by the share registry no later than 5.00pm WST on Monday, 6 November 2017 (Closing Date).

   However as advised above, the Company reserves the right to close the Offer early and scale back applications in its absolute and sole discretion should the total demand exceed A$500,000. Accordingly, applicants are strongly encouraged to act promptly in regards to this Offer in order to avoid possible disappointment.

   If you have multiple holdings in different entity names, you will have multiple Application Forms. For multiple holdings in the same shareholder name, only one application should be made as multiple applications by the same shareholder cannot be accepted.

   To ensure you receive your New Shares under the Offer in respect of each holding, you must use the specific personalised Application Form when applying for New Shares in respect of that holding. If you inadvertently use the same Application Form for more than one of your holdings, you will be deemed to have applied only for the application to which that Customer Reference Number applies and any excess amount will be refunded.

2. Payment by BPAY®1

Eligible Shareholders wishing to pay by BPAYmust use the specific biller code and customer reference numbers detailed on their personalised Application Form.

1 ® Registered to BPAY Pty Ltd, ABN 69 079 137 518