Name of entity

TROY RESOURCES LIMITED

ABN

33 006 243 750

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. 42,812,091 fully paid ordinary shares being the first tranche of the placement announced to ASX on 18 December 2015 (Placement)

2. 702,371

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 in both cases the fully paid ordinary shares will rank equally with the Company's existing fully paid ordinary shares from the date of allotment.

5

Issue price or consideration

1. $0.20

2. Issued pursuant to the terms of a landowner agreement over certain tenements in Guyana.

6

Purpose of the issue

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

1. The proceeds under the Placement will be applied to supplement working capital requirements while the Company is ramping up production to a steady state at its Karouni project in Guyana.

2. To satisfy obligations due under a landowner agreement in Guyana.

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.

1. 24 December 2015

2. 23 December 2015

Number

+Class

8

Number and +class of all

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

333,610,873

Fully paid ordinary shares

Number

+Class

879,000

500,000

60,000

240,000

250,000

10,000,000

Share Appreciation RightsExpiring 20 December

2017

Expiring 31 March 2016

Expiring 27 April 2018

Expiring 1 September 2018

Employee OptionsExercise price $4.37 expiring 9 January 2016.

Investec Bank Plc OptionsExercise price $0.80 and expiry 15 January 2018

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

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)