ASX Listing Rules Appendix 3B - New Issue Announcement Application for Quotation of Additional Securities and Agreement

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

TROY RESOURCES LIMITED

ABN

33 006 243 750

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

Share Appreciation Rights

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

240,000

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)
The SARs are granted at no cost.
• 80,000 SARs - Grant Price $0.88 - expiring 1
September 2018 - vesting 1 September 2015;
• 80,000 SARs - Grant Price $0.96 - expiring 1
September 2018 - vesting 1 September 2016;
• 80,000 SARs - Grant Price $1.04 - expiring 1
September 2018 - vesting 1 September 2017.
Each SAR entitles the holder to receive the value (upon vesting and being exercised) equal to the increase in value of a share above the applicable Grant Price. This potential increase in value will be satisfied by the Company, in the Boards sole and absolute discretion, either by issuing ordinary shares to the holder or the payment of cash.

+ See chapter 19 for defined terms.

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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
No. If shares are acquired upon the vesting and exercise of the Share Appreciation Rights, these Shares will carry full voting and dividend rights.

5 Issue price or consideration Nil.
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
Provided as an incentive to the Managing
Director.

Items 6(a) to 6(i) inclusive are not applicable.

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.

18 December 2014

8 Number and +class of all

+securities quoted on ASX

(including the +securities in
section 2 if applicable)

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

9 Number and +class of all

+securities not quoted on ASX

(including the +securities in
section 2 if applicable)

Appendix 3B New issue announcement

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Refer item 4 above.

Part 2 - Pro rata issue - N/A

11 Is security holder approval required?

12 Is the issue renounceable or non- renounceable?

13 Ratio in which the +securities will be offered

14 +Class of +securities to which the offer relates

+ See chapter 19 for defined terms.

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15 +Record date to determine entitlements

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions

18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations
20 Names of any underwriters

21 Amount of any underwriting fee or commission

22 Names of any brokers to the issue

23 Fee or commission payable to the broker to the issue

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

25 If the issue is contingent on security holders' approval, the date of the meeting

26 Date entitlement and acceptance form and offer documents will be sent to persons entitled

+ See chapter 19 for defined terms.

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27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if applicable)

29 Date rights trading will end (if applicable)

30 How do security holders sell their entitlements in full through a broker?

31 How do security holders sell part of their entitlements through a broker and accept for the balance?

32 How do security holders dispose of their entitlements (except by sale through a broker)?
33 +Issue date

Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities
(tick one)
(a) +Securities described in Part 1
(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,

employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

Entities that have ticked box 34(a)

Additional securities forming a new class of securities - N/A

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities
held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b) - N/A

38 Number of +securities for which

+quotation is sought

39 +Class of +securities for which quotation is sought

40 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

+ See chapter 19 for defined terms.

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41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)
2 Number and +class of all

+securities quoted on ASX

(including the +securities in clause
38)

Appendix 3B New issue announcement

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX

may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those +securities should not be granted

+quotation.

• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the

+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

+ See chapter 19 for defined terms.

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4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 18 December 2014 (Director/Company secretary)

STACEY APOSTOLOU

Print name: .........................................................

== == == == ==

Note: Annexure 1 of Appendix 3B intentionally omitted as not applicable.

+ See chapter 19 for defined terms.

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