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Austral Gold Limited Director's Dealing 2016

Nov 10, 2016

47360_rns_2016-11-10_38d7dc5e-fc0b-4d0c-9600-be79e87c0647.pdf

Director's Dealing

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Austral Gold Limited

11 November 2016

Ms Isabella Wong Adviser, Listings Compliance (Sydney) ASX Compliance Pty Limited 20 Bridge Street Sydney NSW 2000

Dear Ms Wong

AUSTRAL GOLD LIMITED (THE “COMPANY”) – APPENDIX 3Y – CHANGE OF DIRECTOR’S INTEREST NOTICE

With reference to your letter dated 10 November 2016 and with specific reference to your queries contained therein, we advise as follows:

  1. The Notice was not lodged with the ASX within the prescribed timeframe due to a clerical oversight which was caused by a miscommunication between our head office in Sydney and the administration office in Argentina. As soon as this oversight was discovered, all steps were taken to immediately remedy the matter.

  2. The Company and its Board of Directors are aware of their obligations under ASX Listing Rule 3.19A. The Company’s policy is for all Directors to notify the Company Secretary of any transactions involving the buying or selling of Company shares immediately after a transaction has occurred. Each Director is made aware of this upon joining the Board and are reminded on a regular basis of their obligations to provide the Company with details of any changes to their notifiable interest. The Company Secretary would then lodge the required notices with the ASX within the prescribed timeframe.

  3. Notwithstanding this instance, the Company believes that the current arrangements are adequate to ensure continued compliance with ASX Listing Rule 3.19B.

For and on behalf of the Board,

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Andrew Bursill Company Secretary

Austral Gold Limited ABN 30 075 860 472 ASX:AGD Suite 203, 80 William St, Sydney NSW 2011 | T +61 2 9380 7233 | F +61 2 8354 0992 | [email protected] | www.australgold.com.au

10 November 2016

Mr Andrew Bursill Company Secretary Austral Gold Limited Level 2, 80 William Street Sydney NSW 2011

By email

Dear Mr Bursill,

Austral Gold Limited (the “Entity”): Appendix 3Y – Change of Director’s Interest Notice

We refer to the following;

  1. The Appendix 3Y lodged by the Entity with ASX Limited (“ASX”) on Monday, 31 October 2016 for Mr Eduardo Elsztain (the “Appendix”);

  2. Listing rule 3.19A which requires an entity to tell ASX the following:

    • 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

      • On the date that the entity is admitted to the official list.

      • On the date that a director is appointed. The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

    • 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

    • 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director.

20 Bridge Street www.asx.com.au Sydney NSW 2000 Customer service 13 12 79

ASX Compliance Pty Limited ABN 26 087 780 489

The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

  1. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

  1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix 3Y indicated that a change in director’s notifiable interest occurred on Wednesday, 5 October 2016 it appears that the Appendix 3Y should have been lodged with ASX by 12 October 2016. As it was lodged on 31 October 2016, it appears that there may have been a breach by the Entity of listing rules 3.19A and/or 3.19B. It also appears the directors concerned may have breached section 205G of the Corporations Act.

Please note that ASX is required to record details of breaches of the listing rules by listed entities for its reporting requirements.

ASX reminds the Entity of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Entity make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions:

  1. Please explain why the Appendix were lodged late.

  2. What arrangements does the Entity have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

  • 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Entity intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail. It should not be sent to the ASX Market Announcements Office.

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A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (i.e. before 9.30 a.m. A.E.D.T.) on Monday, 14 November 2016.

Under listing rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked.

If you have any queries or concerns, please contact me immediately.

Yours sincerely,

[Sent electronically without signature]

Isabella Wong Adviser, Listings Compliance (Sydney)

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