AVIRA RESOURCES LTD — Capital/Financing Update 2016

Nov 1, 2016

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

MGT Resources Limited

ABN

38 131 715 645

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  $1,500,000 Convertible Note rolled-

• be issued over

• 2 Number of[+] securities issued or  Unquoted convertible notes

• to be issued (if known) or convertible at 8.75 cents per share maximum number which may into 17,142,857 ordinary shares

• be issued

• See chapter 19 for defined terms.

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3 Principal terms of the $1,500,000 Unsecured Convertible Notes +securities (e.g. if options, previously issued to Armstrong Industries exercise price and expiry date; if partly paid +securities, the HK Limited on 11 November 2013 and expiring on 11 November 2016, convertible amount outstanding and due dates for payment; if into 17,142,857 Ordinary Shares at $0.0875 +convertible securities, the per share, extended to the earlier of: - conversion price and dates for 11 November 2017 and - conversion) 14 days after the date that MGT Resources Limited is in receipt of the funds from the successful capital raising required for MGT Resources Limited to purchase 30% of the Manyingee Mining Leases from Paladin Energy Limited (see Announcement dated 21 July 2016) and working capital in the amount of at least US$11.5 million. The interest on the convertible note will increase from 8% to 15% from 12 November 2016.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally No. These securities were unlisted in all respects from the[+] issue securities. 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 The Convertible notes were originally issued for $1,500,000. 6 Purpose of the issue The Convertible note’s maturity date is (If issued as consideration for being extended as described at item 3. the acquisition of assets, clearly identify those assets)

• 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

6a Is the entity an[[+]] eligible entity Yes 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 6b The date the security holder 18 November 2015 resolution under rule 7.1A was passed 6c Number of[+] securities issued $1,500,000 Convertible Notes without security holder approval convertible into 17,142,857 under rule 7.1 ordinary shares at $0.0875 per share.

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 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. 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 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 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.	N/A
	N/A
	N/A
	N/A
	N/A
	See Annexure 1.
	15 September 2016

• See chapter 19 for defined terms.

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Number +Class 8 Number and +class of all 483,066,131 Fully Paid Ordinary +securities quoted on ASX Shares ( including the +securities in section 2 if applicable)

9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	181,818,182	Unquoted Fully Paid Convertible, Redeemable Preference Shares (For more information refer to MGT Resources Limited Notice of Meeting for the General Meeting held on 16th September 2016)
	500,000	$500,000 Unquoted convertible note convertible at 3.3 cents per share into 15,151,515 ordinary shares on or before 19 October 2017 unless previously automatically converted on the date MGT Resources Limited announces on the ASX the completion of the 30% acquisition of the Manyingee Mining Leases from Paladin Energy Limited.

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	1,500,000	Unquoted convertible notes convertible at 8.75 cents per share into 17,142,857 ordinary shares on or before the earlier of: -11 November 2017 and 14 days after the date that MGT Resources Limited is in receipt of the funds from the successful capital raising required for MGT Resources Limited to purchase 30% of the Manyingee Mining Leases from Paladin Energy Limited (see Announcement dated 21 July 2016) and working capital in the amount of at least US$11.5 million.
	72,727,274	Unquoted options exercisable at $0.001 each on or before 16th September 2021. (For more information refer to MGT Resources Limited Notice of Meeting for the General Meeting held on 16th September 2016)
	6,800,000	Unquoted options exercisable at 15 cents each on or before 7 November 2016
	1,050,000	Unquoted options exercisable at 15 cents each on or before 17 December 2016
	N/A

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable?

• See chapter 19 for defined terms.

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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 offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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 offer documents 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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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

• 33 +Issue date

N/A

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.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A 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 41 Reason for request for quotation N/A 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 N/A N/A +securities 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: Company secretary

Date: 2[nd] November 2016

Jacqueline Butler

• 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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	318,157,040
Addthe 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	 24,000,000 ordinary shares issued on 26thNovember 2015 following the exercise of 24,000,000 unquoted share options issued to Auskong International Mining Investment Co., Limited with an exercise prices of 5 cents per option on or before 30 December 2015 approved by shareholders at a General meeting on 16thFebruary 2015.  50,000,000 ordinary shares issued on 9 June 2016 following conversion of $1,500,000 unquoted unsecured convertible note issued to Auskong International Mining Investment Co., Limited with a conversion price of 3 cents per note as approved by shareholders at a General meeting on 16thFebruary 2015  60,606,061 ordinary shares issued on 30thJune 2016 following the conversion of $2,000,000 Converting Note issued to Auskong International Mining Investment Co., Limited with a conversion price of 3.3 cents as approved by shareholders at a General meeting on 30thJune 2016.

• See chapter 19 for defined terms.

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	 30,303,030 fully paid ordinary shares issued to Joseph Capital (Hong Kong) Limited on 19thJuly 2016 at 3.3 cents per share as subsequently approved by shareholders at a general meeting on 16thSeptember 2016.
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil.
“A”	483,066,131

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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	72,459,920
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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	On 15thSeptember 2016, MGT Resources Limited rolled-over $1,500,000 unsecured convertible notes to Armstrong Industries HK Limited, convertible at $0.0875 into 17,142,857 ordinary shares. On 19thOctober 2016 MGT Resources Limited issued an unsecured convertible note worth $500,000 to Joseph Capital (Hong Kong) Limited, convertible at $0.033 per share into 15,151,515 ordinary shares.
“C”	32,294,372
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	72,459,920
Subtract“C” Note: number must be same as shown in Step 3	32,294,372
Total[“A” x 0.15] – “C”	40,165,548 [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” 483,066,131 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 48,306,613

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 remaining placement capacity under rule 7.1A	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	48,306,613
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	48,306,613 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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