Mustang Resources : Appendix 3B

Name of entity Mustang Resources Limited

ACN 090 074 785

1

Class of securities issued or to be issued

Unlisted Options

2

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

38,709,677

3

Principal terms of the securities (eg, 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)

Exercisable at $0.062 and expire on 20 July 2020.

4

Do the securities rank equally in all respects from the date of allotment 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

Upon the exercise of the Options, fully paid Ordinary Shares issued will rank equally with the existing fully paid Ordinary Shares on issue.

5

Issue price or consideration

Issued of nil consideration

6

Purpose of the issue

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

Tranche A Unlisted Options issued as part of the Convertible Note Facility as announced on 20 July 2017

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

No

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

38,709,677 Unlisted Options

6d

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

Nil

6e

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

Nil

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

ASX Listing Rule 7.138,978,588 Securities

ASX Listing Rule 7.1ANil Shares

7

Dates of entering securities into uncertificated holdings or despatch of certificates

25 July 2017

Number

Class

8

Number and class of all securities quoted on ASX (including the securities in section 2 if applicable)

53,618,436

61,938,095

Fully paid ordinary shares

Listed Options (MUSOA) exercisable at $0.035 on or before 25 January 2020

Number

Class

30,000,000

149,253

8,000,000

2,000,000

1,000,000

2,000,000

19,000,000

7,500,000

5,922,805

3,000,000

3,000,000

38,709,677

14,000,000

Fully paid Ordinary Shares - escrowed to 6 June 2019

Unlisted Options exercisable at

$0.2412 on or before 10 November 2017

Unlisted Options exercisable at

$0.15 on or before 14 June 2019

Unlisted Options exercisable at

$0.009 on or before 31 December 2017

Unlisted Options exercisable at

$0.006 on or before 31 December 2017

Unlisted Options exercisable at

$0.015 on or before 31 December 2017

Unlisted Options exercisable at

$0.075 on or before 21 June 2019

Unlisted Options exercisable at

$0.06 on or before 4 August 2019

Unlisted Options exercisable at

$0.0273 on or before 23 January 2020

Unlisted Options exercisable at

$0.15 on or before 31 March 2020

Unlisted Options exercisable at

$0.20 on or before 31 March 2020

Unlisted Options exercisable at

$0.062 on or before 20 July 2020

Class E Performance Rights expiring 31 December 2019 (vesting subject to conditions)

N/A