Beadell Resources : Lodgement of Court Orders with ASIC

ASX Announcement

18 February 2019

LODGEMENT OF COURT ORDERS WITH ASIC AND THE SCHEME OF ARRANGEMENT BECOMING EFFECTIVE

Beadell Resources Limited (Beadell or the Company) is pleased to announce that, further to its announcement on Friday, 15 February 2019, confirming the Supreme Court of Western Australia's (Court) approval of the scheme, it has today lodged the Court's orders approving the scheme with the Australian Securities and Investment Commission and that, accordingly, the scheme is now legally effective.

A copy of the Court's orders are attached to this announcement.

It is expected that trading in Beadell's shares on the ASX will be suspended from the close of trading today.

The Company would like to remind shareholders holding 10,000 Beadell shares or less (Small Shareholders) as at the record date at 5:00pm AWST on Monday, 25 February 2019 that they may elect to have all, but not some, of their shares dealt with in accordance with the sale facility under the Scheme. Small Shareholders may make such an election by completing and signing the election form made available by Computershare on request (Election Form), and the Election Form must be received by Computershare before 5.00pm AWST on Monday, 25 February 2019 at GPO Box 242, Melbourne, Victoria 3001 Australia.

ABOUT BEADELL

Beadell operates the Tucano Gold Mine in mining-friendly Amapá State, northern Brazil. Tucano occurs within 2,500 km2 of 100%-owned, highly prospective and under-explored 'Birimian age' greenstone terrane. The recently upgraded Tucano plant can process approximately 3.5 million tonnes per year of oxide-sulphide ore feed in a wide range of blends. There is a pregnant pipeline of high potential in-mine and near-mine prospects, anchored by several high-grade gold drill intervals over several metres, that are the near-term opportunity to improve the head grade and prolong the mine life.

FOR FURTHER INFORMATION PLEASE CONTACT:

IN THE SUPREME COURT OF WESTERN AUSTRALIA

C0R/220/2018

BETWEEN:

BEADELL RESOURCES LIMITED (ACN 125 222 291)

First Plaintiff

AND

GREAT PANTHER SILVER LIMITED

First Interested Party

ORDERS OF THE HONOURABLE JUSTICE VAUGHAN

MADE 15 February 2019

UPON the application of the plaintiff by originating process dated 6 December 2018 and upon hearing AJ Papamatheos of counsel for the plaintiff and T O'Leary of counsel for the interested party IT IS ORDERED THAT:

• 1. Pursuant to paragraph 411(4)(b) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement between the Plaintiff, Beadell Resources Limited, and the holders of fully paid ordinary shares in the Plaintiff, in the form contained in Annexure B to the Scheme Booklet (and which is contained in attachment TDG23 to the fourth affidavit of Thomas David Gray affirmed 20 December 2018), be approved (the Scheme), subject to the following alterations in accordance with section 411(6) of the Act:

  • (a) in clause 2(b) of the Scheme, delete the words "[insert dater and "[insert number]" and replace those words with the date "15 February 2019" and the number "1,673,584,196" respectively;

  • (b) in schedule 1, clause 1 of the Scheme, for the defmition of 'Implementation Deed, to delete the words "[insert dater and replace those words with "on or about 24 September 2018";

  • (c) in schedule 1, clause 1 of the Scheme, for the definition of 'Scheme Booklet', to delete the words "[insert dater and replace those words with "21 December 2018"; and

  • (d) in schedule 1, clause 1 of the Scheme, for the definition of 'Scheme Consideration', to delete the words "[insert number]" and replace those words with the number "0.0619".

• 2. Pursuant to subsection 411(12) of the Act, the Plaintiff be exempted from compliance with subsection 411(11) of the Act in relation to the Scheme.

• 3. The Plaintiff lodge an office copy of these orders with the Australian Securities and Investments

• Commission on 18 February 2019.

• 4. The orders be entered forthwith.

THE COURT NOTES THAT the Plaintiff and Great Panther Silver Limited will rely on the Court's approval of the Scheme for the purpose of qualifying for exemption from the registration requirements of the Securities Act of 1933 (US), provided for by s 3(a)(10) of that Act, in connection with the implementation of, and provision of consideration under, the Scheme.

BY THE COURT

TH HON CJI AJB/X)

J VAUGHAN