Appendix 3B‌‌‌‌

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Boart Longyear Limited (Boart Longyear)

ABN

49 123 052 728

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

Fully paid ordinary shares (Ordinary Shares)

Class A 7% warrants (Class A 7% Warrants) Class B 7% warrants (Class B 7% Warrants)

2

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

A total of 23,644,147,798 Ordinary Shares, comprising:

  • 9,840,265,064 Ordinary Shares pursuant to the creditors' scheme of arrangement in respect of the 7% unsecured notes under Part 5.1 of the Corporations Act 2001 (Cth) (Unsecured Creditors' Scheme);

  • 434,001,968 Ordinary Shares pursuant to the conversion of the convertible preference shares issued by Boart Longyear, having the terms described in schedule 1 of the Notice of Meeting and Explanatory Statement dated 18 November 2014;

  • 12,385,854,284 Ordinary Shares pursuant to the subscription deed dated 8 May 2017 between BLY and CCP II Dutch Acquisition - ND2, B.V and CCP Credit SC II Dutch Acquisition - ND, B.V, as amended; and

  • 984,026,482 Ordinary Shares pursuant to the creditors' scheme of arrangement in respect of the 10% secured senior notes and term loans A and B under Part 5.1 of the Corporations Act 2001 (Cth).

1,294,771,708 Class A 7% Warrants and

663,985,484 Class B 7% Warrants were issued pursuant the Unsecured Creditors' Scheme.

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)

The Ordinary Shares are on the same terms as existing fully paid ordinary shares in Boart Longyear.

Prior to any re-domiciliation, the 7% Warrants entitle the holder to subscribe for one fully paid ordinary share in Boart Longyear at an exercise price of US$0.006 per Class A 7% Warrant and US$0.010 per Class B 7% Warrant.

The 7% Warrants are exercisable by the holder at any time from 1 September 2017 to 1 September 2024.

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

The Ordinary Shares will rank equally with Boart Longyear's existing fully paid ordinary shares.

The Class A and B 7% Warrants do not carry any rights to dividends or other distributions of Boart Longyear. Shares issued on exercise of the Class A and B 7% Warrants will rank equally with all other Shares on issue.

5

Issue price or consideration

Nil cash consideration.

6

Purpose of the issue

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

The Ordinary Shares and Class A and B 7% Warrants were issued as part of Boart Longyear's previously announced recapitalisation.

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

Not applicable.

6b

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

Not applicable.

6c

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

Not applicable.

6d

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

Not applicable.

6e

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

Not applicable.

6f

Number of +securities issued under an exception in rule 7.2

Not applicable.

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.

Not applicable.

6h

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

Not applicable.

6i

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

Not applicable.

7

+Issue dates

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.

1 September 2017

Number

+Class

8

Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

24,600,662,658

Fully paid ordinary shares

Boart Longyear Limited published this content on 01 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 01 September 2017 00:37:01 UTC.

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