AUSGOLD LIMITED — Capital/Financing Update 2012

Sep 19, 2012

20 September 2012

ASX Announcement

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Completion of Placement & Appendix 3B Notice

Ausgold Limited (“Ausgold” or “the Company”) ( ASX: AUC ) is pleased to announce that following approval at a General Meeting held on 18 September 2012, it has completed a placement of 13.6 million new fully paid ordinary shares at $0.33 per share to raise $4.5 million in cash and securities ( Placement ).

As described in the announcement of 6 August 2012, Ausgold entered into a Share Placement and Share Exchange Agreement with Praetorian Resources Limited (“Praetorian”), a company listed on the Alternative Investment Market of the London Stock Exchange. Under the terms of the agreements:

• Ausgold has allotted 4,545,455 ordinary fully paid shares to Praetorian at an issue price of 33 cents cash, to raise $1.5 million; and

• Ausgold has allotted 9,090,909 ordinary fully paid shares to Praetorian at an issue price of 33 cents. In exchange, Praetorian will allot to Ausgold 3,683,015 ordinary fully paid shares at an issue price of 55 pence.

The Share Exchange and Placement provides Ausgold with an aggregate of A$4.5 million in cash and marketable securities. The listed Praetorian shares are freely tradeable. The proceeds of the Placement will fund the Company’s exploration of the Katanning Gold Project and across the greater Katanning Regional Project.

In addition to the above transactions with Praetorian, Ausgold also concluded the allotment of 1,515,151 ordinary fully paid shares to a Director at an issue price of 33 cents cash, to raise $0.5 million, following approval of resolutions at the General Meeting of 18 September 2012.

The accompanying Appendix 3B notice regarding the allotment of shares is attached to this statement.

*ENDS***

For further information, shareholders and media please contact: Andrew Tunks Victoria Thomas Chief Executive Officer Six Degrees Investor Relations Ph: (08) 9466 9555 Ph: (03) 9645 7567 Email: atunks@ausgoldlimited.com Email: victoria.thomas@sdir.com.au

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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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Ausgold Limited

ABN

67 140 164 496

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 to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, 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 Shares
	15,151,515
	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes all respects from the date of allotment 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

5 Issue price or consideration $0.33 cents per share 6 Purpose of the issue Issue pursuant to approved resolutions of (If issued as consideration for the general meeting regarding share exchange acquisition of assets, clearly and share placement agreements. identify those assets)

7 Dates of entering +securities 20 September 2012 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 151,416,116 Ordinary Shares ( including the securities in clause 2 if applicable) 72,861,176 Options – 31/3/2013

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 450,000 Exp. 31/12/2014 +securities not quoted on ASX 500,000 Exp. 01/07/2015 ( including the securities in 1,000,000 Exp. 06/12/2015 clause 2 if applicable) 1,000,000 Exp. 06/12/2014 500,000 Exp. 19/12/2014 3,500,000 Exp. 27/02/2016 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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 issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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 prospectus or Product
	Disclosure Statement 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)
30	How do+security holders sell
	their entitlements_in full_through
	a broker?
31	How do+security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

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

• 33 +Despatch date

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 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.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment 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 now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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 not available now, 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.

20 September 2012 Sign here: ............................................................ Date: ......................... (Company secretary)

Mark Di Silvio

Print name: .........................................................

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7