Winmar Resources : Appendix 3B - Rights Offer Shortfall Issue

Ph.

+61

2 8243 7517

Fx.

+61

2 8243 7599

Name of entity

Winmar Resources Limited

ABN

80 085 905 997

1

+Class of +securities issued or to be issued

Fully paid ordinary shares

2

Number of +securities issued or to be issued (if known) or

maximum number which may be issued

14,200,000 fully paid ordinary shares

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 fully paid ordinary shares will rank equally in all respects with existing fully paid ordinary shares.

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

Yes

5

Issue price or consideration

$0.002

6

Purpose of the issue

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

1. Pre-Feasibility and infrastructure studies relating to the Winmar deposit at the Hamersley Iron Project (Project). These studies will be targeted to ensure the Project is positioned to take advantage of any turn around in the iron ore spot price;

2. The evaluation and negotiation of commercial opportunities in the Information Technology sector, including conducting due diligence on any targeted investment; and,

3. General working capital

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

Yes

6b

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

24 November 2015

6c

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

Nil

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

14,200,000 ordinary shares under rights issue shortfall

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.

N/A

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

N/A

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

89,941,894 ordinary shares under rule 7.1 59,961,263 ordinary shares under rule 7.1A

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.

30 May 2016

Number

+Class

8

Number and +class of all

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

599,612,630

Fully paid ordinary shares