Name of entity

SCOTGOLD RESOURCES LIMITED

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

281,897,707

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)

Ordinary fully paid 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

5

Issue price or consideration

$0.006 per share

6

Purpose of the issue

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

Underwriter shares from Non Renounceable Rights Issue shortfall announced on 13 October 2014

6a

Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in 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

28 November 2014

6c

Number of + securities issued without security holder approval under rule 7.1

Nil

6d

Number of + securities issued with security holder approval under rule 7.1A

Nil

6e

Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil

6f

Number of + securities issued under an exception in rule 7.2

281,897,707

6g

If + securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3?  Include the + issue date and both values.  Include the source of the VWAP calculation.

N/A

6h

If + securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

See Annexure 1.

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.

15 December 2014

Number

+ Class

8

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

1,045,392,472

Ordinary Fully Paid Shares

Number

+ Class

9

Number and + class of all + securities not quoted on ASX (including the + securities in section 2 if applicable)

3,000,000

26,222,222

153,161

7,111,111

50,000,000

30,000,000

Options

Exercise at A$0.08

Expiry 31 March 2022

Options

Exercise at £0.045 Expiry 24 July 2015

Options

Exercise at £0.031 Expiry 7 December 2015

Options

Exercise at £0.045

Expiry 28 March 2016

Options

Exercise at A$0.012

Expiry 31 March 2015

Options

Exercise at £0.069 Expiry 22 September 2017

10

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

No plans to pay dividends at this stage

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

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid + ordinary securities on issue 12 months before the + issue date or date of agreement to issue

221,565,739

Add the following:

•    Number of fully paid + ordinary securities issued in that 12 month period under an exception in rule 7.2

•    Number of fully paid + ordinary securities issued in that 12 month period with shareholder approval

•    Number of partly paid + ordinary securities that became fully paid in that 12 month period

Note:

•    Include only ordinary securities here - other classes of equity securities cannot be added

•    Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

•    It may be useful to set out issues of securities on different dates as separate line items

148,519,802           6 January 2014

17,654,502             23 January 2014

194,965,196           26 November 2014

281,897,707           15 December 2014

90,000,000             5 March 2014

6,149,275              21 March 2014

75,640,251             8 August 2014

9,000,000              23 September 2014

Subtract the number of fully paid + ordinary securities cancelled during that 12 month period

NIL

"A"

1,045,392,472

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

156,808,870

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued:

•    Under an exception in rule 7.2

•    Under rule 7.1A

•    With security holder approval under rule 7.1 or rule 7.4

Note:

•    This applies to equity securities, unless specifically excluded - not just ordinary securities

•    Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

•    It may be useful to set out issues of securities on different dates as separate line items

Nil

"C"

Nil

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in Step 2

156,808,870

Subtract "C"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.15] - "C"

156,808,870

[Note: this is the remaining placement capacity under rule 7.1]

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in Step 1 of Part 1

1,045,392,472

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

104,539,247

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

•    This applies to equity securities - not just ordinary securities

•    Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed

•    Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

•    It may be useful to set out issues of securities on different dates as separate line items

Nil

"E"

Nil

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10

Note: number must be same as shown in Step 2

104,539,247

Subtract "E"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.10] - "E"

104,539,247

Note: this is the remaining placement capacity under rule 7.1A