Crusader Resources : Share Purchase Plan Offer Document

Dear Shareholder,

Crusader Resources Limited (Company) is pleased to offer you the opportunity to increase your investment in the Company through the approved Share Purchase Plan (SPP).

Proceeds raised through the SPP will principally be used to accelerate exploration activities at the Juruena

Gold Project and for general working capital.

The SPP is offered exclusively to all shareholders who are recorded on the Company's share register at

5pm (WST) on 1 April 2015 (Record Date).

It provides shareholders with an opportunity to buy a parcel of new shares in the Company with no brokerage or commission costs, irrespective of the size of their shareholding, up to a maximum value of

$15,000.

The issue price of each share under the SPP is $0.17 which represents an 18.7% discount to the volume weighted average market price of the Company's shares on the ASX, calculated over the last five days on which sales of shares in the Company were recorded, before the date of announcement of the SPP. The market price of shares in the Company may rise or fall between the date of this offer and the date that new shares are issued to you under the SPP.

The issue of shares under the SPP will be limited to 11,764,705 new fully paid ordinary shares (8.0% of the issued capital of the Company), and will not be underwritten.

Participation in the SPP is optional and the right to participate is not transferable. The Offer opens on

Wednesday 22 April 2015 and remains open for subscription until 5.00pm (WST) on 15 May 2015.

Full details on the SPP and how to participate are contained in the documents attached. To apply for a parcel of shares please read these documents carefully and follow the instructions on the enclosed personalised application form.

Your continuing support as a shareholder of Crusader Resources Limited is appreciated. Yours sincerely,

Chairman

*Crusader Resources Limited has the discretion and reserves the right to alter key dates.

The Share Purchase (SPP) is an opportunity for eligible shareholders to purchase additional ordinary shares in the Company up to a maximum of $15,000 (88,236 shares) at a discount to the market price without brokerage and commission costs.

All shares issued to you under the SPP will rank equally with your existing shares and will carry the same voting rights and other entitlements.

Participation in the SPP is open to each person registered as a holder of ordinary shares in the

Company on the Record Date, who has an address in Australia or New Zealand.

The issue price of each share issued under the SPP is $0.17 which represents an 18.7% discount to the volume weighted average market price of the Company's shares on the ASX calculated over the last five days on which sales of shares in the Company were recorded before the date of announcement of the SPP.

The market price of shares in the Company may rise or fall between the date of this offer and the date that shares are issued to you under the SPP. This means that the issue price you pay for the shares may be greater than or less than the market price of the shares at the date of issue of the shares under the SPP.

Regardless of the shares you currently own, you are entitled to apply for a parcel of shares in the Company valued at $2,500 (14,706 shares), $5,000 (29,412 shares), $7,500 (44,118 shares), $10,000 (58,824 shares) or $15,000 (88,236 shares). You may only apply for one of these parcels.

If you hold shares in more than one capacity (for example you are both a joint holder and a sole holder), the maximum amount you can apply for under the SPP in all capacities is $15,000 (88,236 shares).

5. How do I apply for Shares under the SPP? If you wish to participate in the SPP, please follow the instructions set out on the enclosed personalised

application form and send this form together with your cheque or money order made payable to

"Crusader Resources Limited" to:

by post to or deliver to

Crusader Resources Limited

c/‐ Security Transfer Registrars Pty Ltd

PO Box 535

Applecross WA 6953

Crusader Resources Limited

c/‐ Security Transfer Registrars Pty Ltd

770 Canning Highway

Applecross WA 6153

Alternatively you can make a BPAY payment as shown on the application form. If you make a BPAY payment, you do not need to return the application form. By making a BPAY payment you are giving the Company the certification contained on the application form. Please note that you can only make a BPAY payment from an Australian bank account.

If you wish to participate you should ensure that your application form and payment is received by

Please allow adequate time for mail deliveries.

You will not be able to withdraw or revoke your application once you have sent us the completed application form and payment.

The SPP opens on 21 April 2015 and is expected to close on 15 May 2015.

If you wish to participate you should ensure that your application form and payment is received by no later than 5pm (WST) on 15 May 2015.

Participation in the SPP is voluntary.

Before you apply for shares we recommend you seek independent financial advice from your professional advisor or stockbroker.

If you have any questions in relation to the SPP please contact your professional advisor or stockbroker.

If you require information on how to complete the application form please contact the Company's share registry on (08) 9315 2333.

Crusader Resources Limited ‐ Share Purchase Plan

Terms and Conditions

Pursuant to the Share Purchase (SPP) Crusader Resources Limited (Company) is offering its shareholders the opportunity to acquire additional fully paid ordinary shares in the Company up to a maximum value of $15,000 at a discount to the market price of the Company's shares on the Australian Securities Exchange (ASX) without the need to pay brokerage or commission costs and without the need for the Company to issue a Prospectus, upon such terms and conditions as the Board of the Company in its absolute discretion sees fit.

Participation in the SPP is open to each person registered as a holder of ordinary shares in the Company on 1 April 2015 (Record Date), who has an address in Australia or New Zealand (Eligible Shareholders).
Due to foreign security laws, it is not practical for shareholders who are resident in other countries to participate under the SPP.
Participation in the SPP is optional and is subject to these terms and conditions. Offers made under the SPP are non‐renounceable (i.e. Eligible Shareholders may not transfer their rights to shares offered under the SPP).
Joint shareholders are taken to be a single registered holder for the purpose of the SPP, and the joint holders are entitled to participate in the SPP in respect of that single holding only. If the same holder or joint holders receive more than one offer under the SPP (for example if a holder has more than one holding under separate accounts), that holder or those joint holders may only apply for an aggregate maximum parcel of shares between any joint or individual holdings.
Trustees and nominees are able to apply for one maximum parcel of shares under the SPP for each beneficiary that is expressly noted on the Company's share register as a trustee or nominee for a named beneficiary. If the Company's share register does not record a named beneficiary in respect of the trustee or nominee holding, or the shares are held by a custodian, the trustee, nominee
or custodian must give the Company a certification which complies with Class Order 09/455 if it wishes to apply for shares on behalf of multiple beneficiaries under the SPP. Please contact the Company to obtain a copy of this certification required.
By electing to participate in the SPP, the shareholder will be deemed to have certified to the Company that in respect of that shareholder, at the time of the application, the total price does not exceed $15,000 for:
• shares the subject of the application under the SPP;
• any other shares applied for under the SPP or
any other shares issued under any similar arrangement in the 12 months before the application under the SPP;
• any other shares that the shareholder has instructed a custodian to acquire on their behalf under the SPP or that have been issued to a custodian under an arrangement similar to the SPP in the 12 months before the application under the SPP on the instruction of the shareholder and that are held beneficially by the shareholder.
Furthermore shareholders will be deemed to have confirmed, in relation to all shares applied for by them under the SPP, that they do not make application for any other person in circumstances which might involve any breach of securities law of any jurisdiction other than Australia and New Zealand and have agreed to be bound by the Company's Constitution in respect of all the shares issued to them under the SPP.

The issue price of each share issued under the SPP is
$0.17 which represents an 18.7% discount to the volume weighted average market price of the Company's shares on the ASX calculated over the last five days on which sales of shares in the Company were recorded before the date of announcement of the SPP.
The market price of shares in the Company may rise or fall between the date of this offer and the date that shares are issued to you under the SPP. This means that the issue price that you pay for the shares may be greater than or less than the market price of the shares at the date of issue of the shares under the
SPP. Accordingly, you should seek your own financial advice in relation to this offer.

At the discretion of the directors of the Company, Eligible Shareholders will be sent a letter of offer, terms and conditions and an application form, inviting them to subscribe for shares under the SPP.
Eligible Shareholders may apply to purchase a parcel of shares under the SPP valued at any one of $2,500 (14,706 shares), $5,000 (29,412 shares), $7,500 (44,118 shares), $10,000 (58,824 shares) or $15,000 (88,236 shares).
If you wish to participate in the SPP you must complete the attached personalised application form and provide payment in accordance with the instructions set out on the application form. Alternatively, you may pay electronically using BPAY and quote your reference number that has been provided on the personalised application form, in which case you do not need to return the application form.
Applications will not be accepted after 15 May 2015. The Company reserves the right to reject any
application where it believes there is non‐compliance
with this rule or any other terms or conditions of the
SPP.
Applications and payments may not be withdrawn once the Company has received them. Oversubscriptions or refunds of other application monies in any circumstances will be without interest.
By returning the application form or by making the BPAY payment you are giving the Company the certifications in these terms and conditions and in the application form.

The Company does not intend to issue more than

11,764,705 ordinary shares under the SPP. If applications for more than 11,764,705 shares are received, the Company may, in its absolute discretion, undertake a scale‐back to the extent and in the manner it sees fit and a shareholder may be issued a lesser number of Shares than applied for. Any scale‐back will be announced on 20 May 2015. If the Company scales‐back an application or purported application, the Company will promptly return the relevant application monies to the shareholder, without interest.

The SPP is not underwritten.

Shares issued under the SPP will rank equally in all respects with all other ordinary fully paid shares in the Company from the date of issue.
Shareholder holding statements and/or CHESS
notification will be issued in respect of all shares.
After the issue of shares under the SPP, the Company will make application for those shares to be listed for quotation on the official list of the ASX.

The Company may modify or terminate the SPP at any time.

The Company will notify ASX of any modification to, or termination of, the SPP. The omission to give notice of any modification to, or termination of, the SPP or the failure of ASX to receive such notice will not invalidate the modification or termination.

The Company may settle in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with, or by reason of, the operation of the SPP, whether generally or in relation to any participant or application, and the decision of the Company will be conclusive and binding on all participants and other persons to whom the determination relates.

The Company reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of the Company under these conditions may be exercised by the directors of the Company or any delegate of the directors of the Company.

If you have any questions regarding the SPP or how to deal with this offer, please contact your professional advisor or stockbroker.
If you require information on how to complete the application form please contact the Company's share register on (08) 9315 2333.

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