20161221 Appendix 3B

Name of entity

White Rock Minerals Ltd

ABN

64 142 809 970

1

+Class of +securities issued or to be issued

Fully Paid Ordinary Shares

2

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

3,333,333 Fully Paid Ordinary 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

$0.015 (1.5 cents) per share

6

Purpose of the issue

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

Shareholder approval was received at the Company's Annual General Meeting on 30 November 2016 to enable Mr Matthew Gill, Managing Director and Chief Executive Officer (or his nominee), to subscribe for 3,333,333 fully paid ordinary shares in the Company at A$0.015 (1.5 cents) per share ($50,000 in total). The issue price is the same as the issue price under the Company's entitlement offer announced on 28 September 2016. As Mr Gill was not a shareholder in the Company at the time, he was unable to participate in the entitlement offer. The shares are being issued to a nominee of Mr Gill. The funds raised will be used to advance the Definitive Feasibility Study (DFS), Environmental Impact Statement and associated approvals for White Rock's Mt Carrington Project and for general working capital purposes.

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

30 November 2016

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)

Nil

6f

Number of +securities issued under an exception in rule 7.2

3,333,333 Fully Paid Ordinary Shares

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

Not applicable

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

115,325,937 (under rule 7.1) 76,883,958 (under rule 7.1A) 192,209,895 (total)

See Annexure 1

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.

21 December 2016

Number

+Class

8

Number and +class of all

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

768,839,578

Ordinary Fully Paid Shares

Number

+Class

23,584,360

57,692,308

19,230,769

Options

A Class Options B Class Options

11

Is security holder approval required?

Not applicable

12

Is the issue renounceable or non- renounceable?

Not applicable

13

Ratio in which the +securities will be offered

Not applicable

14

+Class of +securities to which the offer relates

Not applicable