AVIRA RESOURCES LTD — Capital/Financing Update 2018

Sep 12, 2018

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13 September 2018

COMPLETION OF PLACEMENT AND BOARD APPOINTMENT

Avira Resources Limited (ASX: AVW ) ( Avira or the Company ) is pleased to announce the completion of a share placement ( Placement ) to sophisticated investors of 448,666,667 fully paid ordinary shares at an issue price of $0.003 per share, to raise $1,346,000 before costs.

In addition to the Placement, the Company has raised a further $519,000 as a result of a number of lenders electing to convert their convertible loan agreements with the Company ( Convertible Loan ). Pursuant to the Convertible Loan the Company has issued 173,000,000 fully paid ordinary shares to these lenders at the same issue price as the shares issued under the Placement.

Shareholders approved the issue of the shares under the Placement and pursuant to the Convertible Loan at the General Meeting of Shareholders held on 31 August 2018.

The Company advises that a cleansing prospectus ( Prospectus ) pursuant to section 708A(11) of the Corporations Act will be lodged on 13 September 2018. The purpose of the Prospectus is to remove any trading restrictions in relation to the shares issued under the Placement and pursuant to the Convertible Loan.

The Company is pleased to announce the appointment of Mr David Wheeler to the position of Nonexecutive Chairman of the Company, further strengthening the Board.

Mr Wheeler has more than 30 years of Executive Management, Directorship, and Corporate Advisory experience. He is a foundation Director and Partner of Pathways Corporate a boutique Corporate Advisory firm that undertakes assignments on behalf of family offices, private clients, and ASX listed companies. David has successfully engaged in business projects in the USA, UK, Europe, NZ, China, Malaysia, Singapore and the Middle East. David is a Fellow of the Australian Institute of Company Directors and serves on public and private company boards currently holding a number of Directorships and Advisory positions in Australian ASX listed companies.

The Company advises that Mr Wheeler will formally commence as a director of the Company effective 13 September 2018. As a result, the Company intends to seek shareholder approval for the re-election of Mr Wheeler as director at the forthcoming Annual General Meeting.

In conjunction with the appointment of Mr Wheeler as Chairman of the Company, Mr Jonathan Back concurrently resigns as Non-Executive Chairman of Avira. The Company would like to thank Mr Back throughout his tenure at Avira and wish him well in his future endeavours.

Avira Executive Director, David Deloub said, ‘On behalf of the Avira Board and executive team we welcome David Wheeler to the Company. We look forward to David enhancing Avira’s engagement with shareholders, as well as harnessing his extensive knowledge and skills in advisory and governance related matters.’

-ENDS-

Avira Resources Limited Suite 9, Level 2, 330 Churchill Avenue Subiaco WA 6008 Australia T: 61 8 6489 1600 F: 61 8 6489 1601 www.aviraresourcesltd.com.au

ABN: 38 131 715 645

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

Avira 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 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 (e.g. 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)	1) Fully Paid Ordinary Shares (FPO) 2) Fully Paid Ordinary Shares (FPO)
	1) 173,000,000 2) 448,666,667
	1) FPO 2) FPO

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the+securities rank equally in 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 6 Purpose of the issue (If issued as consideration for 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1	1) Yes 2) Yes
	1) 173,000,000 Shares at $0.003 per Share (issued pursuant to resolution 1 as approved by shareholders at the general meeting held on 31 August 2018) 2) 448,666,667 Shares at $0.003 per Share (issued pursuant to resolution 2 as approved by shareholders at the general meetingheld on31 August2018)
	1) 173,000,000 Shares at $0.003 per Share (issued pursuant to resolution 1 as approved by shareholders at the general meeting held on 31 August 2018) 2) 448,666,667 Shares at $0.003 per Share (issued pursuant to resolution 2 as approved by shareholders at the general meetingheld on31 August2018)
	1) Yes 2) Yes
	30 November 2017
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6d Number of +securities issued with security holder approval Nil under rule 7.1A 6e Number of +securities issued 1) 173,000,000 Shares at $0.003 per Share with security holder approval (issued pursuant to resolution 1 as approved under rule 7.3, or another by shareholders at the general meeting held specific security holder approval on 31 August 2018) (specify date of meeting) 2) 448,666,667 Shares at $0.003 per Share (issued pursuant to resolution 2 as approved by shareholders at the general meeting held on 31 August 2018) 6f Number of +securities issued N/A under an exception in rule 7.2 6g If[+] securities issued under rule N/A 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 N/A 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 7.1: 150,000,000 issue capacity under rule 7.1 and 7.1A: 100,000,000 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 13 September 2018 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. ~~+~~ Number Class 8 Number and +class of all +securities quoted on ASX 1,000,000,000 Fully Paid Ordinary ( including the +securities in Shares (FPO) section 2 if applicable)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	7,272,728 50,000,000	Unquoted options exercisable at $0.01 each on or before 16th September 2021. (For more information refer to the Company’s notice of general meeting for the meeting held on 16 September 2016) Unquoted options exercisable at $0.01 each on or before 31 December 2019. (For more information refer to the Company’s notice of general meeting for the meeting held on 22 December 2017)
	N/A – the Company does not have a dividend policy.

Part 2 - 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

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

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?

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

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

• 33 +Issue 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.

04/03/2013

Appendix 3B Page 7

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+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 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 8

04/03/2013

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 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: 13 September 2018

Print name: Sonu Cheema

== == == == ==

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

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	48,306,640
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	27,021,655 Shares (issued on 11 October 2017 under exception 4 of LR 7.2 following the conversion of convertible redeemable preference shares issued on 16 September 2016 (18,181,820) with prior approval of shareholders obtained on 26 September 2017 and on 26 September 2017 (8,839,835) with prior approval of shareholders on 26 September 2017. 87,088,295 Shares (issued on 3 January 2018 under exceptions 1 and 3 of LR 7.2 pursuant to an entitlement issue and shortfall offer made under an offer document dated 5 December 2017). 7,200,000 (issued on 2 August 2017 and ratified by shareholders on 26 September 2017). 4,560,000 Shares (issued on 3 October 2017 and ratified by shareholders on 30 November 2017). 170,823,410 Shares (issued on 3 January 2018 as approved by shareholders on 22 December 2017). 33,333,333 Shares (issued on 16 January 2018 as approved by shareholders on 22 December 2017). 173,000,000 Shares at $0.003 per Share (issued pursuant to resolution 1 as approved by shareholders at the general meeting held on 31 August 2018) 448,666,667 Shares at $0.003 per Share (issued pursuant to resolution 2 as approved by shareholders at thegeneral meetingheld on 31

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

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	August 2018)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	1,000,000,000
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	150,000,000
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	Nil
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B New issue announcement

“A” x 0.15 Note: number must be same as shown in Step 2	150,000,000
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	150,000,000_[Note: this is the remaining_ placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

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” 1,000,000,000 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 0.10 100,000,000

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.

04/03/2013

Appendix 3B Page 13

Appendix 3B New issue announcement

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	100,000,000
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	100,000,000 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

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Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

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 30/9/2001.

Name of entity	Avira Resources Limited
ABN	38 131 715 645

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	David Colin Wheeler
Date of appointment	13 September 2018

Part 1 - Director’s relevant interests in securities of which the director is the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

Nil

• See chapter 19 for defined terms.

Appendix 3X Page 1

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Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Number & class of Securities Note: Provide details of the circumstances giving rise to the relevant interest. N/A Nil

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	-
Nature of interest	-
Name of registered holder (if issued securities)	-
No. and class of securities to which interest relates	-

• See chapter 19 for defined terms.

Appendix 3X Page 2

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Appendix 3Z Final Director’s Interest Notice

Rule 3.19A.3

Appendix 3Z

Final Director’s Interest Notice

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 30/9/2001.

Name of	entity	Avira Resources Limited
ABN		38 131 715 645

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Jonathan Paul Back
Date of last notice	10 January 2018
Date that director ceased to be director	13 September 2018

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

• Direct 13,005,946 Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3Z Page 1

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Appendix 3Z Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Number & class of securities Note: Provide details of the circumstances giving rise to the relevant interest - Indirect 60,000 Fully paid ordinary shares held by HSBC Custody Nominees (Australia) Limited

Part 3 – Director’s interests in contracts

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----- Start of picture text -----

Detail of contract -
Nature of interest -
Name of registered holder -
(if issued securities)
No. and class of securities to which -
interest relates
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002