Section 708A Notice

16 April 2019

MOD Resources Limited

("MOD" or the "Company")

Section 708A Notice

MOD Resources Ltd (ASX: MOD) (the Company) advises that it has issued 53,971 fully paid ordinary shares to employees in accordance with the Company's Employee Incentive Plan (Plan) (STI Shares) and 5,030,000 unlisted $0.522 options expiring 12 April 2023 with a 3-year vesting period from the date of issue (LTI Options). The Plan was approved by shareholders at the meeting held 30 May 2018.

The Company also wishes to advise that it has allotted 766 fully paid ordinary shares following the exercise of 766 $0.60 unlisted options expiring 15 April 2019 (Exercised Option Shares). The remaining 4,922,716 $0.60 options have expired without exercise.

In accordance with section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act), the Company gives notice that;

(i) the STI shares and Exercised Option Shares were issued without disclosure under Part 6D.2 of the Corporations Act;

(ii) this notice is being given under paragraph 5(e) of section 708A of the Corporations Act;

(iii) as at the date of this notice, the Company has complied with the provisions of the Chapter 2M of the Corporations Act (as they apply to the Company) and section 674 of the Corporations Act;

(iv) as at the date of this notice, there is no excluded information with respect to the Company for the purposes of sections 708A(7) and (8) of the Corporations Act.

An Appendix 3B reflecting the revised capital structure following the issue of the above securities has been released with this announcement

-ENDS-

For and on behalf of the MOD Board.

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