ALCHEMY RESOURCES LIMITED — Capital/Financing Update 2015

Mar 2, 2015

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

ALCHEMY RESOURCES LIMITED ABN 17 124 444 122

ABN

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 tobe issued2Number of+securities issued or tobe issued (if known) or maximumnumber which may be issued3Principal terms of the+securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)	Fully Paid Ordinary Shares
	10,000,000
	The shares will rank equally with existing fullypaid ordinary shares

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in Yes 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 5 Issue price or consideration See 6 below. 6 Purpose of the issue Purchase of the Reserve Payment over the (If issued as consideration for the Three Rivers gold project held by Troy acquisition of assets, clearly Resources Limited. (Refer ASX announcement identify those assets) dated 24 February 2015). 6a Is the entity an[+] eligible entity that Yes 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 6b The date the security holder 27 November 2014 resolution under rule 7.1A was passed 6c Number of +securities issued 10,000,000 without security holder approval under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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6eNumber of+securities issued withsecurity holder approval under rule7.3, or another specific securityholder approval (specify date ofmeeting)6fNumber of+securities issued underan exception in rule 7.26gIf+securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3? Include the+issue date and both values.Include the source of the VWAPcalculation.6hIf+securities were issued underrule7.1Afornon-cashconsideration, state date on whichvaluation of consideration wasreleasedtoASXMarketAnnouncements6iCalculate the entity’s remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements7+Issue datesNote: 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 rataentitlement issue must comply with the applicabletimetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.8Numberand+classofall+securitiesquotedonASX(_including_the+securities in section2 if applicable)	Nil	Nil
	Nil
	Not applicable
	Not applicable
	See Annexure 1
	3 March 2015
	Number	+Class
	195,454,701	Fully paid ordinary shares

• See chapter 19 for defined terms.

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9Numberand+classofall+securities not quoted on ASX(_including_the+securities in section2 if applicable)10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)art 2 - Pro rata issue11Issecurityholderapprovalrequired?12Is the issue renounceable or non-renounceable?13Ratio in which the+securities willbe offered14+Class of+securities to which theoffer relates15+Recorddatetodetermineentitlements16Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?17Policy for deciding entitlements inrelation to fractions18Names of countries in which theentity has security holders who willnot be sent new offer documentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceiptofacceptances or renunciations	Number	+Class
	975,0001,500,0001,500,000	Options exercisable at:$0.40 on or before 30 Apr. 2015$0.10 on or before 31 Oct. 2017$0.20 on or before 31 Oct. 2017
	No dividend policy is currently in place as theCompany is involved only in exploration
	Not applicableNot applicableNot applicableNot applicableNot applicableNot applicableNot applicableNot applicableNot applicable

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling fee payableto brokers who lodge acceptancesor renunciations on behalf ofsecurity holders25If the issue is contingent on securityholders’ approval, the date of themeeting26Date entitlement and acceptanceform and offer documents will besent to persons entitled27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)30How do security holders sell theirentitlements_in full_through abroker?31How do security holders sell_part_oftheir entitlements through a brokerand accept for the balance?	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

• 33 +Issue date

Not applicable

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or Not applicable 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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought Not applicable 39 +Class of +securities for which Not applicable quotation is sought 40 Do the[+] securities rank equally in all Not applicable 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 Not applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and[+] class of all[+] securities Not applicable quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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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.

• 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:

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................................................... Date: 3 March 2015 ( Director /Company Secretary)

Print name: Bernard Crawford

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

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----- Start of picture text ----- Insert number of fully paid [+] ordinary 185,454,701securities on issue 12 months before the+ issue date or date of agreement to issueAdd the following:• Number of fully paid [+] ordinary securities Nilissued in that 12 month period under anexception in rule 7.2• Number of fully paid [+] ordinary securities Nilissued in that 12 month period withshareholder approval• Number of partly paid [+] ordinary Nilsecurities that became fully paid in that12 month periodNote:• Include only ordinary securities here –other classes of equity securities cannotbe added• Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed• It may be useful to set out issues ofsecurities on different dates as separateline itemsSubtract the number of fully paid [+] ordinary Nilsecurities cancelled during that 12 monthperiod“A” 185,454,701----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	27,818,205
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	Nil
• Under rule 7.1A	Nil
• With security holder approval under rule	13,000,000
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

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	Nil
• Under rule 7.1A	Nil
• With security holder approval under rule	13,000,000
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
“C”	13,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	27,818,205
Note: number must be same as shown in
Step 2

placement capacity under rule 7.1
“A” x 0.15	27,818,205
Note: number must be same as shown in
Step 2
Subtract“C”	13,000,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	14,818,205
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

“A” 185,454,701 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 18,545,470

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

• Insert number of[+] equity securities issued Nil 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

• “E” Nil

• See chapter 19 for defined terms.

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remainingplacement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remainingplacement capacity under rule 7.1A
“A” x 0.10Note: number must be same as shown inStep 2	18,545,470
Subtract“E”Note: number must be same as shown inStep 3	Nil
Total[“A” x 0.10] – “E”	18,545,470Note: this is the remaining placementcapacity under rule 7.1A

• See chapter 19 for defined terms.

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