Quarterly Cashflow Report

Explanation necessary for an understanding of the transactions Payment to parties reported in 1.23:

Remuneration of Directors - $159,850

Non-cash financing and investing activities

Financing facilities available

Add notes as necessary for an understanding of the position.

• Convertible note with Hanlong (Africa) Mining Investments Ltd - see note 1

• Convertible notes with Investor Consortium - see note 2

• Convertible note with Noble Resources International Pte Ltd - see note 3

• Convertible note with Wafin Limited - see note 4

• Convertible note with 2015 Investor Group - see note 5

Notes:

5 million convertible notes were issued by the Company on 6 February 2013 to Hanlong (Africa) Mining Investment Ltd ('Hanlong') at an issue price of $1.00 per note with a total face value of

$5 million. On 12 December 2014, Sundance advised that the maturity date had been extended from 31 December 2014 to 31 December 2015, and from 1 January 2015, Sundance will pay interest to Hanlong at the rate of 10% per annum on a quarterly basis on the outstanding convertible notes. On 30 December 2015, Hanlong converted 2.5 million convertibles notes into 192,307,692 fully paid Sundance shares at $0.013 per share which was based on the average daily volume weighted average price of Sundance shares traded on the ASX over the five trading days preceding the date of notice of conversion. On 15 December 2015 Sundance advised that the maturity date for the remaining $2.5 million convertible notes had been extended from 31 December 2015 to 31 December 2016, and from 1 January 2016 Sundance will continue to pay interest to Hanlong at the rate of 10% per annum on a quarterly basis on the outstanding convertible notes. Conversion may occur at any time until 31 December 2016 at the election of either Sundance or Hanlong utilising a conversion price of the average daily volume weighted average price of Sundance shares traded on the ASX over the five trading days preceding the date of conversion. If the notes have not been converted into Sundance shares by 31 December 2016, they will be redeemed at $1.00 per note.

Following shareholder approval, on 1 December 2015, the Company issued the following to an investor consortium made up of investment vehicles managed by Blackstone Alternative Solutions, L.L.C., the D. E. Shaw Group and Senrigan Capital ('Investor Consortium'):

• convertible notes with a face value of $24 million (240,000 AUD denominated convertible notes at an issue price of $100 per note) and a conversion price of $0.03 per (adjusted for the Rights Issue in February 2016) ('Investor Consortium Notes'); and

• 260 million free attaching options exercisable at an exercise price of $0.0695 per (adjusted for the Rights Issue in February 2016) ('Investor Consortium Options').

  The Investor Consortium Notes and Investor Consortium Options are secured. If the Investor Consortium Notes are not converted prior to the maturity date, 23 September 2017, they must be redeemed by the Company at its redemption amount of $28.8 million. No interest will accrue in respect of the Investor Consortium Notes.

Following shareholder approval, on 1 December 2015, the Company issued the following to Noble Resources International Pte Ltd ('Noble'):

• convertible notes with a face value of $20 million (200,000 AUD denominated convertible notes at an issue price of $100 per note) and a conversion price of $0. 03 per share per (adjusted for the Rights Issue in February 2016) ('Noble Notes'); and

• 200 million free attaching options at an exercise price of $0.0695 per (adjusted for the Rights Issue in February 2016) ('Noble Options').

  The Noble Notes and Noble Options are secured. If the Noble Notes are not converted prior to the maturity date, 23 September 2017, they must be redeemed by the Company at its redemption amount of $25,156,200. No interest will accrue in respect of the Noble Notes.

On 23 September 2014 Sundance issued 400,000 convertible notes to Wafin Limited ('Wafin') with an issue price of $100 per convertible note for a total investment of $40 million, maturing 36 months from the date of issue (23 September 2017) ('Wafin Note'). Wafin also received options over 260 million ordinary shares with an exercise price of 12 cents ('Wafin Options'). Following shareholder approval, on 1 December 2015, the Company amended the Wafin Note and Wafin Options as follows:

• convertible notes with a face value of $40 million (400,000 AUD denominated convertible notes at an issue price of $100 per note) and a conversion price of $0.03 per share per (adjusted for the Rights Issue in February 2016) ('Wafin Replacement Notes'); and

• 260 million free attaching options at an exercise price of $0.0695 per (adjusted for the Rights Issue in February 2016) ('Wafin Replacement Options').

  The Wafin Replacement Notes and Wafin Replacement Options are secured. If the Wafin Replacement Notes are not converted prior to the maturity date, 23 September 2017, they must be redeemed by the Company at its redemption amount of $52 million. No interest will accrue in respect of the Investor Consortium Notes.

On 9 November 2015, the Company issued the following to an investor consortium made up of investment vehicles managed by Noble, Wafin, the D. E. Shaw Group and Senrigan Capital ('2015 Investor Consortium'):

• convertible notes with a face value of $7 million (70,000 AUD denominated convertible notes at an issue price of $100 per note) and a conversion price of $0.01 per share per (adjusted for the Rights Issue in February 2016) ('2015 Investor Consortium Notes')