WPG Resources Ltd

ABN 51 109 426 502

PO Box N239, Grosvenor Place NSW 1220, Australia Level 9, Kyle House, 27-31 Macquarie Place, Sydney, NSW Australia

Telephone (+612) 9251 1044

Facsimile (+612) 9247 3434 Email [email protected] Web www.wpgresources.com.au

25 November 2015

Company Announcements Office ASX Limited

Exchange Centre

Level 6, 20 Bridge Street

SYDNEY NSW 2000

Grant of Incentive Rights - Appendix 3B and 3Y

Following approval at the 2015 Annual General Meeting of WPG Resources Ltd (WPG or the Company) held today, the Company has granted 3,559,733 Incentive Rights to two Executive Directors. The proposed grant of these rights was first advised on 27 August 2015.

Attached are completed Appendix 3B and Appendix 3Y Notices with respect to this Incentive Rights issue.

Additional information is also included in the attached Appendix 3B pursuant to the approval of a resolution to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue by way of placements over a 12 month period under Listing Rule 7.1A passed by special resolution today.

Yours sincerely

WPG Resources Ltd

Larissa Brown

Company Secretary

Appendix 3B

New issue announcement

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

WPG Resources Ltd

ABN

51 109 426 502

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

Unquoted incentive rights pursuant to Incentive Rights Plan

1 +Class of +securities issued or to be issued

3,559,733 unquoted incentive rights (can convert to fully paid ordinary shares in accordance with the terms of the Incentive Rights Plan)

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

   
   

   The incentive rights are granted to two Executive Directors and if fully vested will represent a maximum of 3,559,733 fully paid ordinary shares in the Company. Satisfaction of vesting conditions will cause the incentive rights to automatically convert to fully paid ordinary shares on 1 July 2018.

2. 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)

   
   

   Shares resulting from the conversion of incentive rights will rank equally with WPG fully paid ordinary shares coded WPG upon vesting.

3. 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

     Appendix 3B New issue announcement

     
     

     Nil

4. Issue price or consideration

   
   

   The incentive rights are granted to two Executive Directors as part of competitive remuneration packages on advice from an independent remuneration consultant.

5. Purpose of the issue

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

Yes

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

25 November 2015

6b The date the security holder resolution under rule 7.1A was passed

Nil

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)

Appendix 3B

New issue announcement

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

See attached Annexure 1

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

25 November 2015

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.

8 Number and +class of all

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

• A further 7,500,000 shares will be issued and allotted to Mungana Goldmines on development of the gold projects at Tunkillia or Tarcoola

• A further 10,000,000 shares will be issued and allotted to Helix Resources on development of the Tunkillia gold project

** WPG is currently undertaking an Entitlements Offer. The issue date is 7 December 2015.