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ASX Release

DATE: 12 - JULY - 2013 ASX Code: MGS

Notice of Meeting and Proxy Form

Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

Registry: Computershare Issued Shares: 288,157,040

Dear Sir or Madam,

Please find attached the following documents:

a) Notice of meeting and Explanatory Memorandum for the extraordinary general meeting of shareholders (Meeting) of MGT Resources Limited (Company) to be held on Tuesday 13 August 2013, commencing at 11.00am AEST; and

Tin Price: US$19,640/t Gold Price: US$1,285/oz

b) proxy form for the Meeting.

These documents will be despatched to shareholders on or around 12 July 2013 and may be accessed on the Company’s website at www.mgt.net.au

Yours faithfully

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Alexander Moody Company Secretary +61 2 9262 1122 [email protected]

MGT

Resources Limited 2.05/68 York Street, Sydney, NSW 2000, Australia

T: 61 2 9262 1122 F: 61 2 9299 5175

www.mgt.net.au [email protected]

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MGT RESOURCES LIMITED ACN 131 715 645

NOTICE OF GENERAL MEETING to be held on 13 August 2013

and

EXPLANATORY MEMORANDUM FOR THE NOTICE OF GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

NOTICE OF GENERAL MEETING TO BE HELD AT SUITE 205B, 68 YORK STREET, SYDNEY, NEW SOUTH WALES AT 11.00AM AEST ON THE DAY OF 13[TH] AUGUST 2013. NOTE THAT IN ORDER FOR ANY PROXIES TO BE VALID FOR USE AT THIS GENERAL MEETING THESE PROXIES MUST BE COMPLETED AND RETURNED TO COMPUTERSHARE INVESTOR SERVICES PTY LIMITED NO LATER THAN 11AM AEST ON THE 11[TH] DAY OF AUGUST 2013.

MGT Resources Limited

Notice of General Meeting

PART	1	AB O UT T H ES E D O C UM EN TS....................................................................................................................1
PART	2	C H A IR MA N'S L ET T ER.................................................................................................................................2
PART	3	NO T IC E O F G EN ER A L M E ET IN G...........................................................................................................3
PART	4	EX P LA NA T OR Y M EMO R A ND U M...........................................................................................................5
		SECTION1 - EXPLANATION OFPROPOSEDRESOLUTIONS...........................................................................5
PART	5	G L OSSAR Y O F T ER MS...............................................................................................................................14
PART	6	PRO X IES A N D P RO X Y FO R MS...............................................................................................................16

MGT Resources Limited

Notice of General Meeting

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Shareholders in MGT Resources Limited ACN131 715 645 (the Company ) are being asked to consider the Resolutions set out in this Notice and the Explanatory Memorandum contained in these documents in connection with the transactions referred to in the Explanatory Memorandum.

You can vote by:

(a) attending and voting at the General Meeting; or
(b) appointing someone as your proxy to attend and vote at the General Meeting on your behalf, by completing and returning the Proxy Form in the manner set out on the Proxy Form. The manner in which the Proxy Forms are to be completed is specified in Part 6. The Proxy Form is included in this pack. For the Proxy Form to be valid and therefore used at the General Meeting in accordance with your directions it is important that you properly follow the directions set out in the Proxy Forms.

Please read the whole of all of these documents carefully and determine how you wish to vote. Once you have decided how you wish to cast your vote, complete the Proxy Forms and forward them to Computershare as required or attend in person to vote on the relevant Resolutions.

MGT Resources Limited

Notice of General Meeting

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11 July 2013

Dear Shareholder

The Directors of MGT Resources Limited (MGT or the Company) have called and convened the General Meeting of Shareholders to be held on 13[th] August 2013.

Shareholders are being asked to approve the proposed issue of 3,000,000 Unsecured Convertible Notes to Marvell Network Limited and 3,000,000 Unsecured Convertible Notes to Cloud Adventurer Limited for a total subscription amount of $6,000,000 and the issue of the maximum number of Shares (being 54,545,456 Shares) that may be required to be issued on conversion of those Unsecured Convertible Notes.

Funds raised will be used for the purposes of working capital.

Notice of General Meeting and accompanying documents

This letter is accompanied by a Notice of General Meeting and the Explanatory Memorandum. The Notice of General Meeting sets out the Resolutions that Shareholders are to consider. The Explanatory Memorandum explains in greater detail the background to the proposed Resolutions.

Shareholders are encouraged to read the enclosed Explanatory Memorandum and to attend the General Meeting and vote on the Resolutions. A proxy form is enclosed to enable any Shareholder who is unable to attend the General Meeting to vote at that meeting.

Recommendations

Your Directors support the Resolutions contained in the Notice of General Meeting and unanimously recommend that you vote in favour of the Resolutions.

Your vote is important and as a Board we encourage you to either attend the General Meeting in person or complete the Proxy Form accompanying the Notice of General Meeting and return it in accordance with the directions provided.

Yours sincerely

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Jonathan Back

Executive Chairman and Managing Director

MGT Resources Limited

Notice of General Meeting

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Notice is hereby given that a General Meeting of Shareholders of MGT Resources Limited ACN 131 715 645 (the Company ) will be held at Suite 205B, 68 York Street, Sydney New South Wales on the 13 day of August 2013 at 11.00am (AEST).

Definitions

Unless expressly otherwise provided, each capitalised term used in this Notice has the same meaning as is ascribed to it in Part 5 - Glossary of Terms.

ORDINARY BUSINESS

1. Resolution 1: Approval of issue of 3,000,000 Unsecured Convertible Notes to Marvell Network Limited

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 3,000,000 Unsecured Convertible Notes to Marvell Network Limited for a subscription amount of $3,000,000 and the issue of a maximum number of 27,272,728 Shares upon all or any part of those Unsecured Convertible Notes being converted, on the terms described within the Explanatory Memorandum.

2. Resolution 2: Approval of issue of 3,000,000 Unsecured Convertible Notes to Cloud Adventurer Limited

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:

That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 3,000,000 Unsecured Convertible Notes to Cloud Adventurer Limited for a subscription amount of $3,000,000 and the issue of up to a maximum number of 27,272,728 Shares upon all or any part of those Unsecured Convertible Notes being converted, on the terms described within the Explanatory Memorandum.

VOTING EXCLUSION

The Company will disregard any votes cast on Resolution 1 and Resolution 2 by any person who may participate in the proposed issue of the Unsecured Convertible Notes and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 1 and Resolution 2 are passed, and any associate of such a person.

However, the Company need not disregard a vote if:

it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

MGT Resources Limited

Notice of General Meeting

By Order of the Board

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Alexander Moody Company Secretary

Dated: 11 July 2013

MGT Resources Limited

Notice of General Meeting

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The following Explanatory Memorandum forms part of this Notice of Meeting and should be read in conjunction with it.

A Glossary of terms used in this Notice of Meeting and Explanatory Memorandum is contained in the Explanatory Memorandum.

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1.1 Resolutions 1 and 2: Approval of issue of 3,000,000 Unsecured Convertible Notes to Marvell Network Limited and 3,000,000 Unsecured Convertible Notes to Cloud Adventurer Limited

Introduction

Resolution 1 and Resolution 2 seek Shareholder approval for the issue of a total of 6,000,000 Unsecured Convertible Notes to Marvell Network Limited and Cloud Adventurer Limited for a total subscription amount of $6,000,000 for the purposes of ASX Listing Rule 7.1 and for all other purposes.

A summary of the principal terms of the Unsecured Convertible Notes is attached as Annexure 1 to this Explanatory Memorandum.

ASX Listing Rule 7.1 provides that a listed company may not issue equity securities in any 12 month period where the total number of equity securities or other securities with rights of conversion to equity (such as convertible notes) to be issued exceeds 15% of the number of fully paid ordinary securities on issue 12 months before the date of issue, except where an exception applies or with the prior approval of members of the company in general meeting of the terms and conditions of the proposed issue.

Resolution 1 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of the 3,000,000 Unsecured Convertible Notes to Marvell Network Limited and for the issue of up to a maximum number of 27,272,728 Shares upon the Unsecured Convertible Notes being converted.

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of the 3,000,000 Unsecured Convertible Notes to Cloud Adventurer Limited and for the issue of up to a maximum number of 27,272,728 Shares upon the Unsecured Convertible Notes being converted.

Per ASX Listing Rule 7.3, the following information is provided:

In relation to Marvell Network Limited:

ASX Listing Rule 7.3.1: Maximum number of securities to be issued

The Company proposes to issue 3,000,000 Unsecured Convertible Notes with an issue price of $1.00 each to Marvell Network Limited which are convertible into Shares. The conversion price per Share is $0.11 and the maximum number of Shares that may be issued upon conversion will be 27,272,728 Shares.

ASX Listing Rule 7.3.2: Date by which the securities will be issued to Marvell Network Limited

MGT Resources Limited

Notice of General Meeting

The Unsecured Convertible Notes will be issued to Marvell Network Limited on the date of shareholder approval, or in any event, no later than 3 months after shareholder approval.

Shares will be issued subsequently upon conversion of the whole or part of the Unsecured Convertible Notes from time to time over the three year term of the Unsecured Convertible Notes!

ASX Listing Rule 7.3.3: Issue price of the securities

The issue price of the Unsecured Convertible Notes is $1.00 per Unsecured Convertible Note.

The issue price of the underlying Shares is $0.11.

ASX Listing Rule 7.3.4: Name of the allottee

Marvell Network Limited.

ASX Listing Rule 7.3.5: Terms of the securities

A summary of the principal terms of the Unsecured Convertible Notes is attached in Annexure 1 to this Explanatory Memorandum.

Shares issued on the conversion of the Unsecured Convertible Notes will have the same terms and rank equally in all respects with existing Shares in the Company and will be quoted on the ASX.

ASX Listing Rule 7.3.6: Intended use of the funds raised

Funds raised by the issue of the Unsecured Convertible Notes will be used to provide working capital.

ASX Listing Rule 7.3.7: Issue date

Shares will be allotted as soon as practicable after each conversion notice issued by Marvell Network Limited to the Company.

ASX Listing Rule 7.3.8: Voting exclusion statement

The voting exclusion statement in relation to Resolution 1 can be found in Part 3 of this Notice.

In relation to Cloud Adventurer Limited:

ASX Listing Rule 7.3.1: Maximum number of securities to be issued

The Company proposes to issue 3,000,000 Unsecured Convertible Notes with an issue price of $1.00 each to Cloud Adventurer Limited which are convertible into Shares. The conversion price per Share is $0.11 and the maximum number of Shares that may be issued upon conversion will be 27,272,728 Shares.

ASX Listing Rule 7.3.2: Date by which the securities will be issued to Cloud Adventurer Limited

MGT Resources Limited

Notice of General Meeting

The Unsecured Convertible Notes will be issued to Cloud Adventurer Limited on the date of shareholder approval, or in any event, no later than 3 months after shareholder approval.

Shares will be issued subsequently upon conversion of the whole or part of the Unsecured Convertible Notes from time to time over the three year term of the Unsecured Convertible Notes!

ASX Listing Rule 7.3.3: Issue price of the securities

The issue price of the Unsecured Convertible Notes is $1.00 per Unsecured Convertible Note.

The issue price of the underlying Shares is $0.11.

ASX Listing Rule 7.3.4: Name of the allottee

Cloud Adventurer Limited.

ASX Listing Rule 7.3.5: Terms of the securities

A summary of the principal terms of the Unsecured Convertible Notes is attached in Annexure 1 to this Explanatory Memorandum.

Shares issued on the conversion of the Unsecured Convertible Notes will have the same terms and rank equally in all respects with existing Shares in the Company and will be quoted on the ASX.

ASX Listing Rule 7.3.6: Intended use of the funds raised

Funds raised by the issue of the Unsecured Convertible Notes will be used to provide working capital.

ASX Listing Rule 7.3.7: Issue date

Shares will be allotted as soon as practicable after each conversion notice issued by Cloud Adventurer Limited to the Company.

ASX Listing Rule 7.3.8: Voting exclusion statement

The voting exclusion statement in relation to Resolution 2 can be found in Part 3 of this Notice.

The Board unanimously recommends that Shareholders vote in favour of Resolution 1 and Resolution 2.

MGT Resources Limited

Notice of General Meeting

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Summary of the Note Terms and Conditions

This is a summary of the key principal features of the Unsecured Convertible Notes

Issuer	MGT Resources Limited
Subscribers	Marvell Network Limited
	Cloud Adventurer Limited
Face Value	A$1.00 per Note
Maturity Date	3 years from date of issue
Coupon	8%p.a paid semi-annually in arrears
Security	The Notes are unsecured obligations of MGT Resources Limited
Quotation	The Notes will not be quoted on the ASX The Company intends to apply for ASX quotation of Shares issued on conversion of the Note
Conversion	Any amount of Notes are convertible at the conversion price into Shares at any time at the option of the holder prior to the Maturity Date
Conversion price	A$0.11 per Share, subject to the following adjustments (ASX Listing Rules 7.3A.2 and 7.21): (a) Consolidation, subdivision or reclassification: If and whenever there is an alteration to the nominal value of the Shares as a result of consolidation, subdivision or reclassification, the conversion price will be adjusted by multiplying the conversion price in force immediately before such alteration by the following fraction: B A where: A is the nominal amount of one Share immediately after such alteration; and B is the nominal amount of one Share immediately before such alteration. Such adjustment will become effective on the date the alteration takes effect. (b) Capital Distribution: If and whenever the Company pays or makes any Capital Distribution to the Shareholders (except where the conversion price falls to be adjusted as per (a) above), the conversion price will be adjusted by multiplying the conversion price in force immediately before such Capital Distribution by the following fraction: A B A� where: A is the current Market Price of one Share on the last Trading Day preceding the date on which the Capital Distribution ispubliclyannounced;and

MGT Resources Limited

Notice of General Meeting

B is the Fair Market Value on the date of such announcement of the portion of the Capital Distribution attributable to one Share.

Such adjustment will become effective on the date that such Capital Distribution is made.

When the Capital Distribution is by means of distribution of a cash dividend, only such portion of cash dividend or distribution which exceeds the amounts referred to in paragraph (i) of the definition of Capital Distribution ( excess portion ) will be regarded as Capital Distribution and only the excess portion will be taken into account in the determination of the Fair Market Value of the portion of the Capital Distribution attributable to one Share.

(c) Rights Issues of Shares or options over Shares : If and whenever the Company issues Shares to all or substantially all Shareholders by way of issue or grant to all or substantially all Shareholders, by way of rights at less than 95% of the current Market Price per Share on the last Trading Day preceding the date of the announcement of the terms of the issue or grant, the Conversion Price will be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

A	�	B
A	�	C

where: A is the number of Shares in issue immediately before such announcement;
B is the number of Shares which the aggregate amount (if any) payable for the Shares issued by way of rights and for the total number of Shares comprised therein would purchase at such current Market Price per Share; and
C is the aggregate number of Shares issued or, as the case may be, comprised in the issue.

Such adjustment will become effective on the date of issue of such Shares or where a record date is set, the first date on which the Shares are traded ex-rights.

(d) Rights Issues of other securities : If and whenever the Company issues any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares) to all or substantially all Shareholders, by way of rights, or the grant to all or substantially all Shareholders by way of rights, options, warrants or other rights to subscribe for, purchase or otherwise acquire any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares), the Conversion Price will be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

		A�	B
		A
where:
A	is the current Market Price of one Share on the last
	Trading Day preceding	the	date on which such
	issue or grant is publicly announced; and
B	is the Fair Market Value		on the date of such
	announcement of the	portion of the rights
	attributable to one Share.

Such adjustment will become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case

MGT Resources Limited

Notice of General Meeting

may be) or where a record date is set, the first date on which the
Shares are traded ex-rights, ex-options or ex-warrants as the case
may be.
(e)
Other Events:If the Company determines that an adjustment should be
made to the Conversion Price as a result of one or more events or
circumstances not referred to in paragraphs (a) to (d) above, the
Company will at its own expense request an Independent Investment
Bank to determine as soon as practicable what adjustment (if any) to the
Conversion Price is fair and reasonable to take account thereof, if the
adjustment would result in a reduction in the Conversion Price, and the
date on which such adjustment should take effect and upon such
determination such adjustment (if any) will be made and will take effect in
accordance with such determinationPROVIDED THATwhere the
circumstances giving rise to any adjustment in the circumstances set out
in paragraphs (a) to (d) above have already resulted or will result in an
adjustment to the Conversion Price or where the circumstances giving
rise to any adjustment arise by virtue of events or circumstances which
have already given rise or will give rise to an adjustment to the
Conversion Price, such modification (if any) will be made to the operation
of the provisions of paragraphs (a) to (d) above as may be advised by an
Independent Investment Bank to be in their opinion appropriate to give
the intended result.
(f)
On any adjustment, the relevant Conversion Price, if not an integral
multiple of one cent, will be rounded down to the nearest one cent. No
adjustment will be made to the Conversion Price where such adjustment
(rounded down if applicable) would be less than 1% of the Conversion
Price then in effect. Any adjustment not required to be made, and any
amount by which the Conversion Price has not been rounded down, will
be carried forward and taken into account in any subsequent adjustment.
Notice of any adjustment will be given to the Note holder in accordance
with the provisions of the section on "Notice of Change in Conversion
Price" below as soon as practicable after the determination thereof.
(g)
The Conversion Price may not be reduced so that, on conversion of
Notes, Shares would fall to be issued in any circumstances not permitted
by applicable law.
(h)
Where more than one event which gives or may give rise to an
adjustment to the Conversion Price occurs within such a short period of
time that in the opinion of an Independent Investment Bank, the foregoing
provisions would need to be operated subject to some modification in
order to give the intended result, such modification will be made to the
operation of the foregoing provisions as may be advised by such
Independent Investment Bank to be in its opinion appropriate in order to
give such intended result.
(i)
No adjustment will be made to the Conversion Price where Shares or
other securities (including rights, warrants or options) are issued, offered,
exercised, allotted, appropriated, modified or granted to or for the benefit
of employees (including directors) of the Company or such other eligible
��
scheme or plan that is currently in existence or established after the date
of this Deed.
(j)
No adjustment involving an increase in the Conversion Price will be
made, except in the case of a consolidation of the Shares as referred to in
paragraph (a) above or to correct an error.
Notice of Change in Conversion Price
The Company will give notice to the Note holder of changes in the
Conversion Price. Any such notice relating to a change in the Conversion
Price will set forth the event giving rise to the adjustment, the Conversion
Price prior to such adjustment, the adjusted Conversion Price and the
effective date of such adjustment.

MGT Resources Limited

Notice of General Meeting

Definitions used in this section Capital Distribution means: (a) any distribution of assets in specie by the Company for any financial period whenever paid or made and however described (and for these purposes a distribution of assets in specie includes without limitation an issue of Shares or other securities credited as fully or partly paid (other than Shares credited as fully paid) by way of capitalisation of reserves); and (b) any cash Dividend or distribution of any kind by the Company for any financial period (wherever paid and however described) unless: (i) (and only to the extent that) in the case of a cash Dividend, it does not, when taken together with any other cash Dividends previously made or paid in respect of the same, current or prior fiscal year exceed the consolidated profit for the year attributable to Shareholders, excluding any exceptional and extraordinary items or once-off items that are set out in the audited financial statements (including the notes thereto) of the Company, for the fiscal year in respect of which the cash Dividend is made, calculated by reference to the audited consolidated income statement for such fiscal year of the Company; or (ii) it comprises a purchase or redemption of Shares by or on behalf of the Company where the weighted average price (before expenses) on any one day in respect of such purchases does not exceed the average closing Market Price of the Shares as quoted by the ASX, by more than 5 per cent., either (1) for the five Trading Days on which transactions in the Shares were recorded preceding the day of the purchase, or (2) where an announcement has been made of the intention to purchase Shares at some future date at a specified price, on the Trading Day immediately preceding the date of such announcement (excluding, for the avoidance of doubt, general authority for such ��Company, or any notice convening such meeting) and, if in the case of either (1) or (2), the relevant day is not a Trading Day, the immediately preceding Trading Day. In making any such calculation, such adjustments (if any) will be made as an Independent Investment Bank may consider appropriate to reflect any consolidation or subdivision of the Shares. Dividend means any dividend or distribution, whether of cash, assets or other property, and whenever paid or made and however described (and for these purposes a distribution of assets includes, without limitation, an issue of Shares or other securities credited as fully or partly paid up) provided that: (i) where a cash Dividend is announced which is to be, or may at the election of a holder or holders of Shares be, satisfied by the issue or delivery of Shares or other property or assets, then, the Dividend in question will be treated as a Dividend of (a) the cash Dividend so announced or (b) the current Market Price on the date of announcement of such Dividend, of such Shares or the Fair Market Value of other property or assets to be issued or delivered in satisfaction of such Dividend (or which would be issued if all holders of Shares elected therefor, regardless of whether any such election is made) if the Current Market Price of such Shares or the Fair Market Value of other property or assets is greater than the cash Dividend so announced; and (ii) any issue of Shares falling within the provisions relating to consolidation, subdivision and reclassification will be disregarded. Fair Market Value means, with respect to any assets, security, option, warrants or other right on any date, the fair market value of that asset, security, option, warrant or other right as determined by an Independent

MGT Resources Limited

Notice of General Meeting

	Investment Bank; provided that (i) the fair market value of a cash dividend paid or to be paid per Share will be the amount of such cash dividend per Share determined as at the date of announcement of such dividend; and (ii) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by such Independent Investment Banks) the fair market value of such options, warrants or other rights will equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the period of five trading days on the relevant market commencing on the first such trading day such options, warrants or other rights are publicly traded. Independent Investment Bankmeans an independent investment bank of international repute (acting as expert) selected by the Company and the Note holder. Market Pricemeans, in respect of a Share at a particular time on a particular date, the average of the closing prices quoted on the ASX for one Share (being a Share carrying full entitlement to dividend) for the 20 consecutive Trading Days ending on the Trading Day immediately preceding such date; provided that if at any time during the said 20 Trading Day period the Shares have been quoted ex-dividend and during some other part of that period the Shares have been quoted cum- dividend then: (i) if the Shares to be issued in such circumstances do not rank for the dividend in question, the quotations on the dates on which the Shares have been quoted cum-dividend will for the purpose of this definition be deemed to be the Fair Market Value thereof reduced by an amount equal to the amount of that dividend per Share; or (ii) if the Shares to be issued in such circumstances rank for the dividend in question, the quotations on the dates on which the Shares have been quoted ex-dividend will for the purpose of this definition be deemed to be the amount thereof increased by such similar amount; and provided further that if the Shares on each of the said 20 Trading Days have been quoted cum-dividend in respect of a dividend which has been declared or announced but the Shares to be issued do not rank for that dividend, the quotations on each of such dates will for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend per Share, and provided further that: (iii) if such closing prices are not available on each of the 20 Trading Days during the relevant period, then the arithmetic average of such closing prices which are available in the relevant period will be used (subject to a minimum of two such closing prices); and (iv) if only one or no such closing prices are available in the relevant period, then the current Market Price will be determined in good faith by an Independent Investment Bank. Trading Daymeans a day when the ASX is open for dealing business, provided that if no Closing Price is reported in respect of the relevant Shares on the ASX for one or more consecutive dealing days such day or days will be disregarded in any relevant calculation and will be deemed not have existed when ascertaining any period of dealing days.
Redemption at maturity	If not previously converted or redeemed, the Notes will be redeemed at the Maturity Date provided the market price of Shares on the Maturity Date is A$0.11 or less
Transferability	The Notes may be transferred to a person or entity that has executed and delivered to the Company an undertaking to observe, perform and be bound by the terms of the Note conditions

Investment Bank; provided that (i) the fair market value of a cash dividend
paid or to be paid per Share will be the amount of such cash dividend per
Share determined as at the date of announcement of such dividend; and
(ii) where options, warrants or other rights are publicly traded in a market
of adequate liquidity (as determined by such Independent Investment
Banks) the fair market value of such options, warrants or other rights will
equal the arithmetic mean of the daily closing prices of such options,
warrants or other rights during the period of five trading days on the
relevant market commencing on the first such trading day such options,
warrants or other rights are publicly traded.
Independent Investment Bankmeans an independent investment bank
of international repute (acting as expert) selected by the Company and
the Note holder.
Market Pricemeans, in respect of a Share at a particular time on a
particular date, the average of the closing prices quoted on the ASX for
one Share (being a Share carrying full entitlement to dividend) for the 20
consecutive Trading Days ending on the Trading Day immediately
preceding such date; provided that if at any time during the said 20
Trading Day period the Shares have been quoted ex-dividend and during
some other part of that period the Shares have been quoted cum-
dividend then:
(i)
if the Shares to be issued in such circumstances do not rank for
the dividend in question, the quotations on the dates on which the
Shares have been quoted cum-dividend will for the purpose of this
definition be deemed to be the Fair Market Value thereof reduced
by an amount equal to the amount of that dividend per Share; or
(ii)
if the Shares to be issued in such circumstances rank for the
dividend in question, the quotations on the dates on which the
Shares have been quoted ex-dividend will for the purpose of this
definition be deemed to be the amount thereof increased by such
similar amount;
and provided further that if the Shares on each of the said 20 Trading
Days have been quoted cum-dividend in respect of a dividend which has
been declared or announced but the Shares to be issued do not rank for
that dividend, the quotations on each of such dates will for the purpose of
this definition be deemed to be the amount thereof reduced by an amount
equal to the Fair Market Value of that dividend per Share, and provided
further that:
(iii)
if such closing prices are not available on each of the 20 Trading
Days during the relevant period, then the arithmetic average of
such closing prices which are available in the relevant period will
be used (subject to a minimum of two such closing prices); and
(iv)
if only one or no such closing prices are available in the relevant
period, then the current Market Price will be determined in good
faith by an Independent Investment Bank.
Trading Daymeans a day when the ASX is open for dealing business,
provided that if no Closing Price is reported in respect of the relevant
Shares on the ASX for one or more consecutive dealing days such day or
days will be disregarded in any relevant calculation and will be deemed
not have existed when ascertaining any period of dealing days.

Redemption
at
maturity

If not previously converted or redeemed, the Notes will be redeemed at the
Maturity Date provided the market price of Shares on the Maturity Date is A$0.11
or less

Transferability

The Notes may be transferred to a person or entity that has executed and
delivered to the Company an undertaking to observe, perform and be bound by
the terms of the Note conditions

MGT Resources Limited

Notice of General Meeting


Voting rights	The Noteholders may attend general meetings of the Company but the Notes do not carry a right to vote at a general meeting of the Company
Ranking	Shares issued on the conversion of the Unsecured Convertible Notes will have the same terms and rank equally in all respects with existing Shares in the Company and will be quoted on the ASX
Transferability	The Notes are transferable

MGT Resources Limited

Notice of General Meeting

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Defined Terms

The following definitions are used in the Chairman's Letter, Notice of General Meeting and the Explanatory Memorandum:

ASX means ASX Limited ACN 008 624 691;

Board means the Board of Directors;

Cloud Adventurer Limited means Cloud Adventurer Limited BVI company number 1776577

Company means MGT Resources Limited ACN 131 715 645;

Constitution means the constitution of the Company, as amended from time to time;

Corporations Act means the Corporations Act 2001 (Cth);

Director means a member of the Board of Directors of the Company;

Explanatory Memorandum means the explanatory memorandum set out in Part 4 of this document;

General Meeting means the general meeting of the Company to be held on 13 August 2013 pursuant to the Notice of General Meeting;

Marvel Network Limited means Marvel Network Limited BVI company number 1776565

Notice of General Meeting or Notice means the notice of General Meeting set out in Part 4 of this document;

Proxy Form means the proxy forms more particularly set out in Part 6 which forms part of these Documents;

Share means a fully paid ordinary share in the issued capital of the Company and Shares means any two or more of them;

Shareholder means a holder of a Share; and

Unsecured Convertible Notes or Notes means:

3,000,000 Unsecured Convertible Notes to be issued to Marvell Network Limited pursuant to the Unsecured Convertible Note Deed between Marvell Network Limited and the Company dated 9 July 2013; and
3,000,000 Unsecured Convertible Notes to be issued to Cloud Adventurer Limited pursuant to the Unsecured Convertible Note Deed between Cloud Adventurer Limited and the Company dated 9 July 2013.

Interpretation

In these documents, unless the context requires otherwise:

(a) a reference to a word includes the singular and the plural of the word and vice versa;

MGT Resources Limited

Notice of General Meeting

(b) a reference to a gender includes any gender;
(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word ore phrase have a corresponding meaning;
(d) a term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;
(e) headings are included for convenience only and do not affect interpretation;
(f) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;
(g) a reference to a thing includes a part of that thing and includes but is not limited to a right;
(h) the terms "included", "including" and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;
(i)
a reference to a statute or statutory provision includes but is not limited to:
(i) a statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;
(ii) a statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and
(iii) subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation or instrument;
(j) �� lawful tender for the time being and from time to time of the Commonwealth of Australia; and
(k) a reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

MGT Resources Limited

Notice of General Meeting

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(a) Right to appoint : Each member entitled to vote at the General Meeting has the right to appoint a proxy to attend and vote for the member at the General Meeting. To appoint a proxy, use the Proxy Form sent out with this Notice.
(b) A proxy or attorney is not entitled to vote while the member appointing them is present at the General Meeting.
(c) Who may be a proxy : A member can appoint anyone to be their proxy. A proxy need not be a member of the Company. The proxy appointed can be described in the Proxy Form by an office held, eg "Chair of the Meeting".
(d) Two proxies : A member who is entitled to two or more votes at the General Meeting, may appoint two proxies. Where two proxies are appointed:
(i) a separate Proxy Form should be used to appoint each proxy; and
(ii) the Proxy Form may specify the proportion, or the number, of votes that each proxy may exercise, and if it does not do so each proxy may exercise half of the votes.
(e) Signature(s) of individuals : In the case of members who are individuals, the Proxy Form must be signed if the shares are held:
(i) by one person, by that member, or
(ii) in joint names, by any one of them.
(f) Signatures on behalf of companies : In the case of members which are companies, the Proxy Form must be signed:
(i) if it has a sole director who is also sole secretary, by that director (and stating that fact next to or under the signature on the Proxy Form); or
(ii) in the case of any other company, by two directors or by a director and secretary.

The use of the common seal of the company on the Proxy Form is optional.

(g) Lodgement place and deadline : To be valid, proxy forms must be received by Computershare Investor Services Pty Limited (with the original or a certified copy of the authority under which the Proxy Form is signed if the Proxy Form is signed by an attorney or other representative):

BY MAIL: COMPUTERSHARE INVESTOR SERVICES PTY LIMITED GPO BOX 242, MELBOURNE, VICTORIA 3001 AUSTRALIA ONLINE: WWW.INVESTORVOTE.COM.AU BY FACSIMILE: 1800 783 447 (Within Australia) - +61 3 9473 2555 (Outside Australia

by no later than 11.00AM AEST on the 11[th] day of August 2013

MGT Resources Limited

Notice of General Meeting

CORPORATE REPRESENTATIVES

A body corporate may appoint an individual to act as its representative to exercise any of the powers the body may exercise at meetings of a company's members. Unless otherwise stated, the corporate representative may exercise all of the powers the appointing body can exercise. The certificate evidencing the appointment of a corporate representative (or a photocopy or facsimile of it) shall be sufficient evidence of the authority of the representative (or a photocopy or facsimile of it) and must be received by Computershare Investor Services Pty Limited as outlined on the proxy form in Part 6 by no later than 11.00AM on the 11[th] day of August 2013.

MEMBERS WHO ARE ENTITLED TO VOTE

In accordance with Section 1109N of the Corporations Act, the Directors have determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of members as at 7.00PM on the 9[th] day of August 2013, being the second Business Day prior to the date of the General Meeting.

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MGT Resources Limited

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AVIRA RESOURCES LTD — Proxy Solicitation & Information Statement 2013

64473_rns_2013-07-10_0b5ffea1-166e-42ac-ab91-757b12c434d2.pdf

ASX Release

Notice of Meeting and Proxy Form

MGT

NOTICE OF GENERAL MEETING to be held on 13 August 2013

EXPLANATORY MEMORANDUM FOR THE NOTICE OF GENERAL MEETING

Table of Contents

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Notice of General Meeting and accompanying documents

Recommendations

Jonathan Back

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Definitions

ORDINARY BUSINESS

2. Resolution 2: Approval of issue of 3,000,000 Unsecured Convertible Notes to Cloud Adventurer Limited

VOTING EXCLUSION

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Introduction

In relation to Marvell Network Limited:

In relation to Cloud Adventurer Limited:

The Board unanimously recommends that Shareholders vote in favour of Resolution 1 and Resolution 2.

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Defined Terms

Unsecured Convertible Notes or Notes means:

Interpretation

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CORPORATE REPRESENTATIVES

MEMBERS WHO ARE ENTITLED TO VOTE

MGT Resources Limited

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More from AVIRA RESOURCES LTD

AVIRA RESOURCES LTD Proxy Solicitation & Information Statement 2013

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