Dateline Resources : Rights Issue - Offer Document

DATELINE RESOURCES LIMITED

OFFER DOCUMENT

Non-Renounceable Rights Issue

A 1 for 2 non-renounceable rights issue by Dateline Resources Limited ACN 149 105 653 of up to 200,247,902 new fully paid ordinary shares at $0.02 per share to raise a maximum of $4,004,958.04 before costs. The rights issue is not underwritten.

31 July 2017

Dear Shareholder

The board of directors (Directors) of Dateline Resources Limited ACN 149 105 653 (the Company) is pleased to offer you the opportunity to participate in a 1 for 2 pro-rata non-renounceable rights issue, as set out in this letter of offer.

The offer is available to all eligible shareholders who are, as at 7.00pm AEST on 26 July 2017 (Record Date), registered with a registered address in Australia and New Zealand (Eligible Shareholders).

1. Introduction
2. Key Details

   As announced on 21 July 2017, the Company invites Eligible Shareholders to participate in a pro-rata non-renounceable non-underwritten rights issue on the basis of 1 fully paid ordinary share in the Company (Share) for every 2 Shares held at an issue price of $0.02 per Share (Issue Price). The rights issue will result in the issue of up to 200,247,902 new Shares (New Shares) to raise a total of up to $4,004,958.04 (Rights Issue). As the Rights Issue is not underwritten, there is a risk that all New Shares will not be issued.

   The funds raised under the Rights Issue will be used for general working capital purposes of the Company, including pursuing the Colorado Gold Project previously announced. Refer to section 2.3 below.

   Any New Shares offered under the Rights Issue that are not applied for by Eligible Shareholders by the Closing Date under their entitlement will form part of the shortfall (Shortfall). The Directors reserve the right, subject to the Corporations Act 2001 (Cth) and the Listing Rules, to allocate any Shortfall (other than to Directors and related parties of the Company) to Eligible Shareholders that apply for New Shares additional to their Entitlement (refer section 3.4) or otherwise, to place any further Shortfall at their discretion within 3 months after the Closing Date (at a price not less than the Issue Price of $0.02 per New Share).

   The pro-forma consolidated balance sheet in Section 2.4 illustrates the effect of the Rights Issue on the Company.

3. Rights Issue pursuant to section 708AA of the Corporations Act

   The Rights Issue is made pursuant to section 708AA of the Corporations Act 2001 (Cth) (Act), as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84, without the issue of a prospectus or disclosure document under Chapter 6D of the Act. This letter of offer is not a prospectus, disclosure document or other offering document under the Act (or any other Australian or foreign law) and has not been lodged with the Australian Securities and Investments Commission.

   The Company is a disclosing entity for the purpose of section 111AC of the Act and as such it is subject to regular reporting and disclosure obligations under section 674 of the Act and the ASX Listing Rules (Listing Rules). These obligations require the Company to notify ASX of information about specified events and matters as they arise for the purpose of ASX making that information available to the securities exchange conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately once it is or becomes aware of any information concerning the Company which a reasonable person would expect to have a material effect on the price or value of securities issued by the Company.

   For the Company to rely on the disclosure exemption in section 708AA of the Act, the Company is required to lodge a "cleansing notice" under section 708AA(2)(f) of the Act. That notice is required to:

4. set out any information that has been excluded from a continuous disclosure notice in accordance with the Listing Rules and that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

5. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

6. the rights and liabilities attaching to the New Shares; and

7. state the potential effect of the issue of the New Shares on the control of the Company and the consequences of that effect.

   The Company has lodged a cleansing notice in respect of the Rights Issue with ASX on 21 July 2017.

   Neither ASX nor ASIC takes any responsibility for the content of this document.

8. Timetable

   The Rights Issue is being conducted in accordance with the following timetable:

   Announcement of Rights Issue, and lodgement of Appendix 3B and Section 708AA(2)(f) cleansing notice	Friday, 21 July 2017
   Despatch of notice to securityholders, including optionholders	Monday, 24 July 2017
   "Ex" Date (date from which securities commence trading without the entitlement to participate in the Rights Issue)	Tuesday, 25 July 2017
   Record Date (date for determining entitlements to participate in the Rights Issue) 7.00pm AEST	Wednesday, 26 July 2017
   Despatch of Rights Issue offer document and personalised Entitlement and Acceptance Form to Eligible Shareholders	Monday, 31 July 2017
   Closing Date for acceptances 5.00pm AEST	Wednesday, 9 August 2017

   Securities quoted on a deferred settlement basis	Thursday, 10 August 2017
   Notification to ASX of under subscriptions	Monday, 14 August 2017
   Issue and allotment of New Shares and lodgement of Appendix 3B (final) with ASX	Wednesday, 16 August 2017
   Despatch date of holding statements for new shares and deferred settlement trading ends	Wednesday, 16 August 2017

   This timetable is indicative only and subject to change. The Company reserves the right to change the dates, including the Closing Date without prior notice, subject to the Listing Rules. Any extension of the Closing Date will have a consequential effect on the anticipated date for the allotment and issue of the New Shares.

9. Details of the Rights Issue
10. The Offer

    The Company is making a pro-rata non-renounceable non-underwritten offer of New Shares to Eligible Shareholders to subscribe for 1 New Share for every 2 Shares held at the Record Date at the Issue Price of $0.02 per New Share (the Offer). Fractional entitlements to New Shares will be rounded up to the nearest whole New Share.

    Your entitlement to New Shares under the Rights Issue (Entitlement) is shown on the accompanying Entitlement and Acceptance Form. Details on how to accept the Offer are set out in section 3. An Offer document will be mailed to Eligible Shareholders on or about 31 July 2017 together with a personalised Entitlement and Acceptance Form.

11. Size of the Offer

The total number of New Shares to be issued under the Offer (and any placement of the Shortfall) will be approximately 200,247,902 (the exact number depends on the rounding up of individual holdings and whether any optionholders exercise options for the issue of Shares prior to the Record Date).

The table below sets out, for illustrative purposes only, the existing capital structure (before the Offer) together with the impact of the issue of the New Shares under the Offer.

Shares	Number
Existing Shares as at 28 July 2017	400,495,804
Maximum number of New Shares issued pursuant to the Offer (Note 1)	200,247,902
Total issued Shares following completion of the Offer (assuming Offer is fully subscribed) (Note 1)	600,743,706

Note 1: The above table assumes that no options are exercised before the Record Date. The Company has on issue 35,000,000 unlisted options (exercise price of $0.04, expiry date 31 October