Appendix 3B

Name of entity

Peak Resources Limited (Company)

ABN

72 112 546 700

1

+Class of +securities issued or to be issued

Fully paid ordinary shares (Shares)

2

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

16,306,957 Shares

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.

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.

5

Issue price or consideration

$0.05 per Share

6

Purpose of the issue

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

Placement Issue to Appian Pinnacle Holdco Limited and International Finance Corporation. Funds from the placement were used to fund the costs of the Company's share of the bankable feasibility study on the Ngualla Rare Earth Project, administration costs, costs of the placement and to provide additional working capital.

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

No.

6b

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

N/A.

6c

Number of +securities issued without security holder approval under rule 7.1

N/A.

6d

Number of +securities issued with security holder approval under rule 7.1A

N/A.

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A.

6f

Number of +securities issued under an exception in rule 7.2

N/A.

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.

N/A.

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

N/A.

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

N/A.

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.

14 October 2016

Number

+Class

8

Number and +class of all

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

470,780,991

Fully paid ordinary Shares.

Number

+Class

6,250,000

Options exercisable at $0.55 on or before 20 February 2017.

150,000

Options exercisable at $0.55 on or before 3 March 2018.

8,000,000

Performance Rights to vest on achievement of performance milestones: (i) the Company (or any of its subsidiaries) receiving an offer of unconditional finance for the construction of a rare earth processing plant for its Ngualla Rare Earth Project in Tanzania and approval of the Board of the Company being received to proceed with construction; or

(ii) the Company (or any of its subsidiaries) receiving an offer of unconditional finance for an amount in excess of AUD $50 million and approval by the Board of such financing. Expiring 5 January 2018.

6,383,334

Vested Options exercisable at

$0.10 expiring 5 January 2017.

10,049,999

Vested Options exercisable at

$0.15 expiring 5 January 2018.

10,049,999

2,500,000

Options vesting after continuous service on 5 January 2017, exercisable at $0.20 expiring 5 January 2018.

Vested Options exercisable at

$0.15 expiring 5 June 2017.