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
Fully paid ordinary shares

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
1. 68,500,000 fully paid ordinary shares being the second tranche of the placement announced to ASX on 1 May 2015 (Placement)
2. 7,331,250 fully paid ordinary shares under the share purchase plan announced to ASX on 1
May 2015 (SPP)

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

+ See chapter 19 for defined terms.

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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. The fully paid ordinary shares issued under the Placement and the SPP will rank equally with the Company's existing fully paid ordinary shares from the date of allotment.

5 Issue price or consideration $0.40
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)

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

The proceeds under the Placement and SPP will be applied towards:
• A significant, brownfields exploration campaign at Karouni;
• Working capital for the build-up of full scale mining operations and commissioning of the processing plant at Karouni; and
• Strengthening the balance sheet to provide financial flexibility and for ongoing business development opportunities.
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.

1. Placement - 9 June 2015
2. SPP - 5 June 2015
8 Number and +class of all

+securities quoted on ASX

(including the +securities in
section 2 if applicable)
9 Number and +class of all

+securities not quoted on ASX

(including the +securities in
section 2 if applicable)

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

15 +Record date to determine entitlements

+ See chapter 19 for defined terms.

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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

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

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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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

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)

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: 9 June 2015 (Director/Company secretary)

STACEY APOSTOLOU

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

== == == == ==

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

9 June 2015

Notification under Section 708A(5)(e) of Corporations Act 2001 (Cth)

Troy Resources Limited (ABN 33 006 243 750) (Company) (ASX Code: TRY) issued

68,500,000 fully paid ordinary shares (Shares) on 9 June 2015.

The Shares are part of a class of securities quoted on Australian Stock Exchange Limited. The Company gives notice pursuant to Section 708A(5)(e) of the Corporations Act 2001

(Cth) (Corporations Act) that:

1. the Shares were issued without disclosure to investors under Part 6D.2, in reliance on Sections 708 and 708A(5) of the Corporations Act; and

2. as at the date of this notice:

a) the Company has complied with the provisions of Chapter 2M of the

Corporations Act insofar as they apply to the Company;

b) the Company has complied with its continuous disclosure requirements under section 674 of the Corporations Act; and

c) there is no information which is "excluded information" for the purposes of Sections 708A(7) and (8) of the Corporations Act which is required to be disclosed by the Company.

Signed for Troy Resources Limited by

Stacey Apostolou

Company Secretary