AVIRA RESOURCES LTD — Capital/Financing Update 2016

Jun 2, 2016

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TERMINATION DEEDS, PREFERENCE SHARE AGREEMENTS AND OPTION DEEDS SIGNED

Further to the announcement made on 1[st ] April 2016, regarding the signing of a term sheet between Cloud Adventurer Limited (‘Cloud’) and Marvel Network Limited (‘Marvel’) to exchange convertible notes into preference shares and options, MGT Resources Limited (‘MGT’) is pleased to announce that the following formal agreements and deeds, which are subject to shareholder approval, have now been signed:

• Termination Deed with Cloud of the $3,000,000 Unsecured Convertible Note Deed dated 9[th] July 2013 and the First Addendum dated 19[th] December 2014.

ASX Release

3 June 2016

ASX CODE

MGS

REGISTRY

Computershare

SHARES ON ISSUE

342,157,040

• Termination Deed with Marvel of the $3,000,000 Unsecured Convertible Note Deed dated 9[th] July 2013 and the First Addendum dated 19[th] December 2014.

• Preference Share Agreement with Cloud for the issue of $3,000,000 Preference Shares.

• Preference Share Agreement with Marvel for the issue of $3,000,000 Preference Shares.

Tin Price: US$16,282 Gold Price: US$1,212/oz

• Option Deed with Cloud for the issue of 36,363,636 unlisted share options exercisable at $0.001 on or before the 5[th] anniversary following the date of issue.

• Option Deed with Marvel for the issue of 36,363,636 unlisted share options exercisable at $0.001 on or before the 5[th] anniversary following the date of issue.

The Option Deeds and Termination Deeds become effective upon the conditions of the Preference Share Agreements being satisfied.

The Preference Share Agreements above are conditional on shareholders approving, at the upcoming general meeting on 30[th] June 2016, the conversion of the $2,000,000 Converting Note issued to Auskong International Mining Investment Co., Limited into 60,606,061 MGT ordinary shares as announced to the market on 29[th] March 2016.

The Preference Share Agreements above are also conditional on the receipt of further funding of $2,000,000 prior to 31[st] August 2016.

As announced to the market earlier today, Joseph have signed a placement agreement (‘Joseph placement’) agreeing to subscribe to 30,303,030 shares at an issue price of $0.033 per share, raising $1,000,000 prior to 30[th] June 2016. Upon receipt of the $1,000,000 in funds from the issued shares, MGT will issue $2,000,000 worth of unquoted share options to Joseph by issuing 60,606,060 unquoted share options at an exercise price of $0.033 per options, expiring 31 December 2016.

MGT

Resources Limited Suite 1305, Level 13, 109 Pitt Street Sydney NSW 2000 Australia T: 61 2 9262 1122 F: 61 2 9299 5175

www.mgt.net.au info@mgt.net.au ABN: 38 131 715 645

MGT is seeking a further $1,000,000 in funding to meet the conditions of the Preference Share Agreements and will make an announcement in relation to this, in due course.

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ASX Listing Rule 6.5 provides as follows:

"The holder of a preference security must be entitled to a dividend (in the case of a trust, distribution) at a commercial rate in preference to holders of ordinary securities ."

Given that MGT is issuing Cloud and Marvel with Options as well as Preference Shares, in order to not doubly compensate Cloud and Marvel by also providing them with preferential rights to dividends, MGT has applied for and received a waiver from the ASX in relation to ASX Listing Rule 6.5.

A notice of meeting for the 30[th] June 2016 general meeting was announced to the market on 27[th] May 2016. A further notice of meeting will be circulated to shareholders in due course for the general meeting to approve the conversion of Cloud and Marvel Convertible Notes to Preference shares and Options which is anticipated being held during mid to late August 2016.

ASX RELEASE

www.mgt.net.au info@mgt.net.au

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