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31 August 2016

Issue of Placement Shares and Options

Sheffield Resources Limited (ASX: SFX, "Company") is pleased to advise that subsequent to the announcement on 24 August 2016, the Company has now issued a total of 32,939,994 fully paid ordinary shares ("Placement") at an issue price of 52 cents per share, raising approximately $17.1 million before costs.

A total of 18,163,060 shares were issued under the Company's 15% placement capacity under ASX Listing Rule 7.1 and a total of 14,776,934 shares were issued under the Company's additional 10% placement capacity pursuant to ASX Listing Rule 7.1A. In addition, as outlined in the announcement of 24 August 2016, the Company has also issued under ASX Listing Rule 7.1 4,000,000 options at an exercise price of 67.6 cents per option, expiring 31 August 2019 ("Options"). The Options have been issued in equal amounts to Bridge Street Capital Partners and Pulse Markets, or their respective nominees, as consideration for their ongoing role as Joint Capital Markets Advisers ("JCMAs") to the Company.

Funds raised from the Placement will be used, together with existing cash reserves, to complete the Company's Thunderbird mineral sands project bankable feasibility study and the Company's exploration activities, and for general working capital.

An Appendix 3B is attached in respect of the Placement and Options. Additional disclosure under ASX Listing Rule 3.10.5A

The Company provides the following additional information as required under ASX Listing Rule 3.10.5A in

respect of the shares issued under the Company's additional 10% placement capacity pursuant to ASX Listing Rule 7.1A:

1. The dilutive effect of the Placement on existing shareholders is as follows:

   Shares	%
   Number of shares on issue prior to Placement	147,769,347	82
   Dilution as a result of issue under ASX LR7.1A	14,776,934	8
   Dilution as a result of issue under ASX LR7.1	18,163,060	10
   Number of shares on issue following Placement	180,709,341	100

   The shares issued under ASX Listing Rule 7.1A were issued to a new shareholder of the Company.

2. The shares issued under ASX Listing Rule 7.1A were issued to sophisticated and professional investors under the placement, as it was considered by the Board of the Company as the most efficient and effective mechanism to raise capital to fund the Thunderbird mineral sands project bankable feasibility study and the Company's exploration activities.

3. There were no underwriting arrangements entered into as a part of the Placement.

4. The fee payable by the Company to the JCMAs in connection with the Placement comprises an aggregate cash fee of 6% of the funds raised pursuant to the Placement.

Mr Jeremy Newman

ASX Compliance Pty Limited Level 40, Central Park,

If you have any further questions, please do not hesitate to contact me on 08 6555 8777. Yours sincerely

Mark Di Silvio CFO/Company Secretary Sheffield Resources Limited

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

Sheffield Resources Limited

ABN

29 125 811 083

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).

1	+Class of +securities issued or to be issued	Fully Paid Ordinary Shares Unlisted Options
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	1. 32,939,994 2. 4,000,000
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)	Fully Paid Ordinary Shares The Unlisted Options each have an exercise price of 67.6 cents per option and are exercisable on or before 31/8/2019.

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 No. The Unlisted Options do not entitle the holder to participate in dividends or new issues of securities. However, the Unlisted Options will be adjusted in the event of a reconstruction of capital. Shares issued on exercise of Unlisted Options shall rank equally in all respects with the existing Fully Paid Ordinary Shares on issue.
5	Issue price or consideration	$0.52 per share Nil cash consideration
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issued to sophisticated and professional investors pursuant to a placement announced on 24 August 2016, the proceeds of which will be used to complete the bankable feasibility study at the Thunderbird mineral sands project, exploration activities and for working capital purposes. Issued to brokers in satisfaction of a 12 month contractual engagement
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	27 November 2015
6c	Number of +securities issued without security holder approval under rule 7.1	18,163,060 Fully Paid Ordinary Shares 4,000,000 Unlisted Options

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