4DS MEMORY LIMITED — Capital/Financing Update 2014

Dec 9, 2014

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10 December 2014

RIGHTS ISSUE

Fitzroy Resources Limited ( Fitzroy or Company ) announces a non-renounceable, pro-rata rights issue of 120,042,858 fully paid ordinary shares ( Shares ) at an issue price of $0.004 each, on the basis of one (1) Share for each Share held on the Record Date, to raise approximately $480,000 before costs ( Rights Issue ).

The Rights Issue is not underwritten. The Directors reserve the right to issue any Shares not subscribed for by eligible shareholders under the Rights Issue at their discretion.

Funds raised from the Rights Issue will be used for general working capital and to pay the costs of the Rights Issue.

The indicative timetable for the Rights Issue is:

	r general working capital and to pay the costs of	r general working capital and to pay the costs of	r general working capital and to pay the costs of
	A nti10 Dmbr 2014
Lodgement of Appendix 3B and s708A	A nti	10 Dmbr 2014
	oce	ecee
Notice to Shareholders confirming inforequired byAppendix 3B	rmation	12 December 2014
ExistingSharesquoted on an "ex" bas	is	15 December 2014
Record Date
		17 December 2014
Rights Issue Offer Document and EntiAcceptance Form sent to Eligible Sha
	tlement andreholders	19 December 2014
ClosingDate		6 January2015
Sharesquoted on a deferred settleme	nt basis	7 January2015
Companyto notifyASX of under subs	criptions(if any)	9 January2015
Anticipated date for the issue of the Ssendingof securityholder statements	hares and	13 January 2015
Deferred settlement tradingends		13 January2015

A Notice under Section 708AA of the Corporations Act is attached.

For further information contact:

Mr Tom Henderson Chairman +61 8 9481 7111

Mr Simon Robertson Company Secretary +61 8 9481 7111

E admin@fitzroyresources.com.au W www.fritzroyresources.com.au

Level 1, 35 Havelock Street West Perth WA 6005

Fitzroy Resources Limited

PO Box 839 T +61 8 9481 7111 West Perth WA 6872 F +61 8 9320 7501

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Notice under Section 708AA of the Corporations Act

The Company hereby confirms, as per the requirements of section 708AA(2)(f) of the Corporations Act 2001 (Cth)( Act ):

• (a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Act;

• (b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Act;

• (c) as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

• (d) as at the date of this notice, the Company has complied with section 674 of the Act;

• (e) as at the date of this notice, there is no information:

  • (i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  • (ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

    • (B) the rights and liabilities attaching to the Shares; and

• (f) the issue of new Shares pursuant to the Rights Issue is not expected to have any material effect or consequence on the control of Fitzroy, but is dependent on a number of factors including investor demand. Given the structure of the Rights Issue as a pro rata offer, the potential effect of the issue of the new Shares will have on the control of the Company is as follows:

  • (i) If all eligible shareholders take up their Entitlement for new Shares under the Rights Issue, the Rights Issue will have no effect on the control of Fitzroy;

  • (ii) To the extent that any eligible shareholder fails to take up their entitlement to new Shares under the Rights Issue, that eligible shareholder’s percentage holding in Fitzroy will be diluted by the Shares issued under the Rights Issue; and

  • (iii) Although the issue of new Shares which are not taken up by eligible shareholders under the Rights Issue may increase the voting power of the eligible shareholders who participate in the Rights Issue and investors who subscribe for shortfall (if any), it is not expected to have any material effect on the control of Fitzroy.

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About Fitzroy Resources

Capital Structure Share Code ASX: FRY Shares on Issue 120 Million Options 6 Million Performance Shares on issue 20 Million

Directors and Management Tom Henderson, Chairman Will Dix, Director Ric Vittino, Director Russell Lynton-Brown , Director Benjamin Lane , Consultant Simon Robertson, Company Secretary

Projects Emmaus (100%): Rookwood (49%): Hard Coking Coal Property VHMS copper/gold prospect West Virginia, USA 70km NW of Rockhampton, Qld 100km S of Charleston, WV Glentanna(100%): Blackstone (100%): VHMS copper/gold prospect Hard Coking Coal Property 140km SW of Brisbane, Qld West Virginia, USA 100km S of Charleston, WV

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