23 March 2016

The Company Announcements Office Australian Securities Exchange Limited 4th Floor 20 Bridge Street

SYDNEY NSW 2000

ISSUE OF SHARES

Scotgold Resources Limited (ASX: SGZ, AIM: SGZ) ("Company") advises that on 22 March 2016 it issued 73,900,000 fully paid shares to a sophisticated and private Section 708 exempt investor Mr Nat Le Roux, a Director of the Company. The shares were issued through the conversion of rights in a Convertible Note held by Mr Le Roux previously approved by shareholders on 30 July 2014.

Please find attached a Form 3B and Section 708A Notice in respect of this issue. For further information please contact:

NOTICE PURSUANT TO SUBSECTION 708A(5)(E) OF THE CORPORATIONS ACT 2001 (CTH) (ACT)

Scotgold Limited (ASX: SGZ, AIM: SGZ) ("Company") advises that on 22 March 2016 it issued 73,900,000 fully paid shares to a sophisticated and private Section 708 exempt investor Mr Nat Le Roux, a Director of the Company. The shares were issued through conversion of rights in a Convertible Note held by Mr Le Roux previously approved by shareholders on 30 July 2014.

As required by subsection 708A(6) of the Act the directors of the Company advise that:

1. the Company issued the shares without disclosure to investors under Part 6D.2 of the Act;

   
   

2. this Notice is being given pursuant to subsection 708A(5)(e) of the Act;

   
   

3. as at the date of this Notice, the Company has complied with:

   
   

4. the provisions of Chapter 2M of the Act as they apply to the Company, and

   
   

5. section 674 of the Act; and

   
   

6. as at the date of this Notice, the Company is not in possession of any excluded information as defined in subsections 708A(7) and 708A(8) of the Act

7. Appendix 3B New issue announcement

   
   

   
   

   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

   SCOTGOLD RESOURCES LIMITED

   
   

   ABN

   42 127 042 773

   
   

   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	Ordinary fully paid shares
   2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	73,900,000
   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 issued through exercise of Convertible Note.

   
   

   + See chapter 19 for defined terms.

   
   

   04/03/2013 Appendix 3B Page 1

   Appendix 3B

   New issue announcement

   
   

   
   

   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	A$0.006 per share
   6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Completion of ongoing technical studies, further exploration and working capital
   6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6hin 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 Nov 2015
   6c	Number of +securities issued without security holder approval under rule 7.1	Nil

   
   

   + See chapter 19 for defined terms.

   
   

   Appendix 3B Page 2 04/03/2013