WPG Resources : 2017-06-19 WPG Entitlement Issue Prospectus

This document is important and requires your immediate attention. It should be read in its entirety.

If you are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

Veritas Securities Limited Adelaide Equity Partners Limited Lead Manager Corporate Advisers

Address Grosvenor Place GPO Box 3993 Level 12, 225 George Street Sydney NSW 2001

Sydney NSW 2000

Telephone 1300 737 760 (within Australia) or

+61 2 9290 9600 (for overseas callers)

Facsimile +61 2 9290 9655

E-mail enquiries@boardroom.com.au

Address Level 4, 175 Macquarie Street

Sydney NSW 2000

Telephone +61 2 8252 3299

Address Level 27, Angel Place, 123 Pitt Street Sydney NSW 2000

Telephone +61 2 9291 6100

Address Level 17, 383 Kent Street

Sydney NSW 2000

Telephone +61 2 8297 2400

As at the date of this Offer Document there are 37,500,000 unquoted Options with an exercise price of

$0.11 each. The current share price is below the exercise price of these options but it is possible that some of these unquoted Options may be exercised prior to the Record Date. The number of New Shares issued may, therefore, increase if some or all of these Options are exercised prior to the Record Date.

Dear Fellow Shareholder

WPG has completed a Placement of 150,000,000 shares to professional and sophisticated investors at a price of $0.048 per share raising $7.2 million before costs as announced on 13 June 2017. We are now pleased to provide an opportunity for all Shareholders to acquire New Shares and attaching New Options in your Company at the same price as paid by investors who took up shares in the Placement. The Offer will be effected by a non-renounceable Entitlement Issue to all Shareholders on the Company's register at the Record

Date on the basis of 1 New Share for every eight shares held. Shareholders also have the opportunity of applying for New Shares in excess of their entitlement pursuant to the Top-Up Offer. The Entitlement Issue will result in the allotment of up to 113,244,750 New Shares at a price of $0.048 per share raising

$5.4 million before costs. Every two New Shares issued have an attaching unlisted free New Option with an exercise price of $0.08 and expiry date of 30 June 2019.

Your Company has met many critical milestones over the last year. In May 2016, we brought the Challenger mine, which has produced more than 1 million ounces of gold, back into production. In August, we acquired our then joint venture partner's 50% interest in Challenger, taking WPG's ownership to 100%. We reached agreement with a separate joint venture partner in the WGCJV about the ownership of certain tenements held by the joint venture in October, and that gave us clear 100% title to a mineral lease adjoining Challenger in which the Challenger deeps orebodies are located. In December, we initiated open pit mining activities at our Tarcoola mine after having received all necessary approvals for the new mine a few weeks earlier. The first ore was hauled from Tarcoola to Challenger in January 2017. Also in January, the manager of the WGCJV, in which our interest is now approximately 28%, announced a maiden mineral resource estimate for a number of deposits located on these tenements. The Challenger processing hub is ideally located to treat ore from these deposits if they prove viable. Exploration in the WGCJV tenements is still in progress.

In February this year the first tonne of gold was poured at Challenger since the mine was re-opened by us last year. In March, we completed upgrading the ventilation system at Challenger to allow safe access to the Challenger deeps lodes and we commenced our underground drilling program at Challenger deeps in April. This program, which is continuing, is delivering highly encouraging gold intersections. Its objective is to test the potential for the known mineralisation there to support a longer mine life.

In May, we released an exploration target estimate for the M3 and SEZ shoots at Challenger, and we are testing these shoots now by drilling and developing exploration and production drives. Finally, earlier this month we released an updated mineral resource estimate for Challenger. The gold contained in this estimate is some 80% more than was estimated prior to our acquisition of the project.

While the achievements to date summarised above are highly satisfying, Challenger's AISC to date has been unsustainably high. There are a number of reasons for this, which we understand. At first blush it is tempting to say that the costs have been high simply because the grades mined to date have been lower than expected. However, this is a simplification. Mine development is well below plan and equipment availability has suffered from lack of adequate maintenance. This means that higher grade stopes have not been available for extraction when anticipated, have been mined out of sequence, and we have been required to extract ore from lower grade remnant areas that have been accessible without the planned development.

Testwork that we have completed indicates that the capacity of the Challenger mill can be increased in phases from its current 600,000 tonnes per annum to 800,000 tonnes per annum. There is a large

fixed cost component at Challenger, and so the unit cost per ounce of gold produced is expected to fall as more ounces are produced.

The funds raised by the Offer will be used for the Challenger mill expansion, mine development, exploration and for general working capital purposes.

I encourage you to read the Prospectus closely and seek professional advice if in doubt as to what you should do.

WPG remains determined to create further value for shareholders with its gold projects. We thank shareholders for their continued support and I thank the Board too for its support and encouragement which has enabled the Company to forge ahead and hopefully to deliver a very favourable outcome for shareholders.

Your Directors hope that you will recognise, based on our past performance, that we remain focussed on delivering value to shareholders, the owners of the Company. We hope you share our vision, and also that you participate in the Entitlement Issue in order to support in the Company's future growth.

Chairman

19 June 2017