603_4

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme

ACN/ARSN

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

ALCHEMY RESOURCES LIMITED

124 444 122

TROY RESOURCES LIMITED

006 243 750

The holder became a substantial holder on

3 / 3 / 15

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares	10,000,000	10,000,000	5.12%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Troy Resources Limited	Registered holder	10,000,000 Ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Troy Resources Limited	Troy Resources Limited	Troy Resources Limited	10,000,000 ORD

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

m entered into on 23 February 15

603 page 21?. 15 July ?.001

s. Associates

Thc rc sons thc rcrsons named in paragraph 3 allove are associates ol the sullstantialholder are as lollows:

Nome and 1\CNI/\RSN (il a plicallle)	Nature or associalion
N/A

7. Addresses

Thaddresses ot persons named in this lorm are as follows:

Name	Adtlress
Troy Resources Limitad	Unit 12,Firell'lour, 11Ventnor Avenue,WesPl erlh WA 6005

Signature

print namc $l AL{_\.f A Pc ST.O I.-o VI capacity é....P V"ì.f A N'1 St.T oA 1'f

-------------------------------------------- ---------------------1

sign here date 3 l 1: l } 'S.

OJRECTIONS

(1) lf there are a number of sul>stantial holders with similar or relatccl rclcvant intcrcsts (cg. a corporation and its related corporations. or the manager and trustee of an equity trust). the names could be included in an anoexure to the form. lf thc rclcvant intcrcsts of a group or pr.rsons are essentially similar,they may oe referred to throughout thc form RS R specificRlly named grour if the membership of each group. with the names and addresses of memo rs is clearly set oulin11aragraph.,of thc
form.

P} Scc thc ncfinition of "associate" in scc:tion9 of thc Corporations Ar.t 2001.

[3) Scc thc dcfinition of "rdcvant intcrcst" in scctions 608 and 6718(7) of the Corporations Act 20ll1. (4) Thc voting sharcs of a r.ompany constitute onc cla$S unless divided into separate classes.
(5) Thc total numllr.r of votcs attachcd to ali thc voting sh rcs in thr.comrany or votiny interests in the sciieme (if any) that the person or an associate has a rclcvant intcrcst in.
(6) Thc pcrson·s votcs clividcd by thc total votcs in thc body corporate or schr.mr. multiplied by 100.

(7) Include detailsof:

(a) any rclevam agreement or other circwnstances by which thc rclcvant intcrcst was ar.quircd. lf $Uhsection 67HJ(4) liJl lies. a copy or any document setting aut the terms of any re1evant agreemeot. and a statemcnt by thc person giving full anr1·accurate dctails of any contract. scheme or arrangemeot. must accompany this form.together with a written statement certifying this contract.schcmc or aiTangcmcnt: and
(b) any qualification of the power of a person to exercisc.contrai thc cxcrcisc of.or influcncc thc cxr.rcise of, the votiny powers or tlisposal or the securitìes to which the relevant interest relates (ìndicating c1early the particular securities to which the qualification applies).
See the delinitiun of "relevant agreement" in section9 of the Corporalions Acl2001.
(B) llthe substantialholller is unatJie lo determine ttte illenlity or Llle person ( eg. if the relevam interest arises oecausc of an option) writc "unknown".
(9) Oetails or Ule consideration rnusilnclude any and allllenefits.rnoney and other.that any person from whom a rclcvant intcrcst was acguired has, or rnay.llecome entilled Lo receive in relation Lo that acquisition. Details rnust be included even ilthe benefit is conditional on thc happening or not of a continyency. Oetails must be included or any ilenerit paid onilet\alf or the substanlia1 holder or its associate inrelation to the acquisitions.cvcn if thcy are not paid directly to Lhe person rom whom the relevant interest was acquired.

Satisfaction Agreement

Three Rivers Project

Alchemy Resources (Three Rivers) Pty Ltd (Three Rivers) Alchemy Resources Limited (Aichemy)

Troy Resources Limited (Troy)

Leve!2, 45 Richardson Street, West Perth 6005

Western Australia, Australia

Phone: 31 S 9420 0000

Web:ingsparkcorpor:: te com.au

Liability lfmited by a scheme approved under ProfessionalStandards Leglslatlon

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Table of Contents

1 DEFINED TERMS & INTERPRETATION...................................................................................................2

2 SALE AND PURCHASE ............................................................................................................................4

3 COMPLETION........................................................................................................................................4

4 FULL AND FINAL SATISFACTION ............................................................................................................4

5 WARRANTIES AND INDEMNITY .............................................................................................................4

6 DUTIES,COSTS AND EXPENSES .............................................................................................................5

7 GENERAL................................................................................................................................................S

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Details

Dated the ?-"3

Parties

dayof F6 . 2015

Name Alchemy Resources (Three Rivers) Pty Ltd

ACN 131301409

Short form name Three Rivers

Address Suite 8, 8 Clive Street

West Perth WA 6005

Na me Alchemy Resources Ltd

ACN 124 444 122

Short form name Alchemy

Address Suite 8, 8 Clive Street

West Perth WA 6005

Name Troy Resources Limited

ACN 006 243 750

Short form name Troy

Address Unit 12,1st Floor

11Ventnor Avenue

West Perth WA 6005

Background

A. The parties are parties to the Three Rivers Sale Agreement.

B. Under the Three Rivers Sale Agreement, amongst other things, Three Rivers must pay to Troy the Reserve Payment upon the happening of certain events.

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C. The parties have agreed that Three Rivers will satisfy its obligations, in full, to make the Reserve Payment by the issue of the Consideration Shares on the terms and conditions set out in this agreement.

Agreed terms

1 DEFINED TERMS & INTERPRETATION

1.1 Defined terms

In this agreement, unless the context otherwise requires:

ASX means ASX Limited ACN 008 624 691.

Business Day means a day that is a day which banks are open for business in Perth,Western Australia excluding a Saturday or a Sunday or a public holiday.

Cleansing Notice means a notice that complies with the requirements of section

708A(S) and {6) of the Corporations Act.

Completion means completion ofthe transaction set out in this agreement under clause 3.

Completion Date is defined in clause 3.1.

Corporations Act means the Corporations Act 2001 (Cth).

Consideration Shares means 10,000,000 Shares.

listing Rules means the listing rules of ASX.

Reserve Payment has the meaning given to that term in the Three Rivers Sale

Agreement.

Shares means fully paid ordinary shares in the capitai of Alchemy.

Three Rivers Sale

Agreement

means the Asset Sale Agreement- Three Rivers Project between the

parties dated 11July 2008.

1.2 lnterpretation

In this agreement, except where the context otherwise requires:

(a) words importing the singular include the pluraland vice versa;

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(b) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate;

(c) a reference to anything (including, but not limited to, any right) includes a part of that thing but nothing in this sub clause implies that performance of part of an obligation constitutes performance of the obligation;

(d) a reference to a dause or party is a reference to a dause of, and a party to, this agreement and a reference to this agreement;

(e) a reference to any document (induding this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(f) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(g) a reference to any party indudes that party's executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(h) a reference to conduct includes an omission, statement and undertaking, whether or not in writing;

(i) a reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form;

(j) no provision of this agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this agreement or that provision;

(k) other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning; and

(l) words of inclusion are not words of limitation.

1.3 Business Day

Where the day on which any thing is to be done is not a Business Day, that thing must be done on the succeeding Business Day.

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2 SALE ANO PURCHASE

The parties agree that Alchemy will issue to Troy the Consideration Shares in full and final satisfaction of the obligation of Three Rivers to make the Reserve Payment on the terms set aut in this agreement.

3 COMPLETION

3.1 Sale and Purchase

Completion will take place at the office of Alchemy within 5 Business Days of the date of signing this agreement (Completion Date).

3.2 Alchemy's obligations at Completion

At Completion, Alchemy must issue to Troy the Consideration Shares.

3.3 Cleansing Notice

(a) Upon or immediately after the issue of the Consideration Shares, Alchemy will: (i) apply far quotation of the Consideration Shares in accordance with the

Listing Rules; and

(ii) issue a Cleansing Notice to the ASX so that the Consideration Shares are freely transferable without any secondary trading restrictions in terms of the Corporations Act.

(b) lf Alchemy is unable for any reason to issue a Cleansing Notice in accordance with clause 3.3(a)(ii), the Buyer must lodge a disclosure document with ASIC under section 708A(11) of the Corporations Act within 48 hours of the issue of the Consideration Shares.

4 FULL ANO FINAL SATISFACTION

The partei s confirm that following Completion, the obligation of Three Rivers to pay to

Troy the Reserve Payment is fully and finally satisfied.

5 WARRANTIES AND INDEMNITY

5.1 Joint warranties and representations

Each of the Seller and the Buyer warrant and represent in favour of the other that:

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(a) it has the right, power and authority to enter into and perform its obligations under this agreement;

(b) the entry into and performance by i t of its obligations under this agreement and the transactions contemplated by it do not conflict with its constitution, any laws or any document binding on it;

(c) this agreement constitutes legal, valid and binding obligations and is enforceable in accordance with its terms; and

(d) it has not committed an act of bankruptcy or insolvency or attempted to make any composition or arrangement with its creditors or taken advantage of any legislation for the time being in force for insolvent debtors and is solvent.

6 DUTIES, COSTS ANO EXPENSES

6.1 Duties

Alchemy must pay any stamp duty in respect of the execution, delivery and performance of :

(a) this agreement; and

(b) any agreement or document entered into, or signed under, this agreement.

6.2 Costs and expenses

Subject to clause 6.1, each party must pay its own costs and expenses in respect of the negotiation, preparation, execution, delivery and registration of this agreement.

7 GENERAL

7.1 Goods and Services Tax

(a) All payments set out in this agreement are expressed exclusive of any applicable Goods and Services Tax (GST).

(b) lf GST becomes payable by a party (Supplier) in relation to any supply that it makes under, in connection with or resulting from this agreement to any other party (Recipient), the parties agree that an additional amount will be payable by the Recipient to the Supplier equal to the GST payable for that supply.

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7.2 Governing law and jurisdiction

This agreement is governed by and is to be construed in accordance with the laws of Western Australia. Each party irrevocably and uncondi tionally submits to the non­ exclusive jurisdiction of the Supreme Court of Western Australia and all courts competent to hear appeasl from that court.

7.3 Counterparts

This agreement may be executed in any number of counterparts and by different parties on separate counterparts.

7.4 Further assurances

Each party will do all things and execute all further documents necessary to give full effect to this agreement and the transactions contempal ted by it.

7.5 Entire Agreement

This agreement replaces alt previous agreements in respect of the Reserve Payment and contains the entire agreement between the parties.

7.6 Variation

A variation of any term of thsi parties.

agreement must bein writing and executed by the

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Signing page

EXECUTED as an agreement.

Executed by

Alchemy Resources (Three Rivers) Pty Ltd in accordance with s127

of the Corporations Act 2001 (Cth)

Directors Signature

' (p

............................... .. ...........................

Secretary/Dif-ector Signature

L-\ )> / c:(-,::- ·...

.............. .......... ......::c- ""-·················.. - !........

Name of Director (Print)

..... f.k .ri.......4. D......4.

Name of Secretary/Dil:eaer (Print)

5.4 RJf

Executed by

Alchemy Resources Limited in accordance with s127

of the Corporations Act 2001 (Cth)

.........1.

.1..?. . rt..................

Secretary/Dr Signature

. . .... -.....

Name of Director (Print)

Name of Secretary/DirQetgr (Print)

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Executed by

Troy Resources Limited

i n accordance with s127

of the Corporations Act 2001 (Cth)

............. ..,.._, .?/l......................._..........

Secretary/r Signature

........"...)......--..4.-.,...::._.'."./......l.i-...o...,._....._..-......,.-...............

Name of Director (Print) Name of Secretary/0treàor (Print)

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