AVIRA RESOURCES LTD — Share Issue/Capital Change 2015

Feb 16, 2015

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ABN: 38 131 715 645 MGT Resources Ltd.

Suite 2.05B, Level 2, 68 York Street, Sydney NSW 2000, Australia

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

17 February 2015

Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

Via: e-lodgement

For immediate release

Cleansing Statement – issue of shares under placement Notice given under Section 708A(5) of the Corporations Act

Dear Sir

Pursuant to Section 708A(5)(e) of the Corporations Act 2001 (Cth) (“Corporations Act”), MGT Resources Limited (ASX: MGS) (the “Company”) gives notice in respect of the issue of 30,000,000 new fully paid ordinary shares in the Company ( Placement Shares ) via a placement, at a price of 5 cents per Placement Share, to a sophisticated investor, raising a total of $1,500,000 before costs as announced on 19 December 2014.

In accordance with the requirements of Section 708A(5)(e) of the Corporations Act, the Company provides notice to the ASX that:

1) the Company issued the Placement Shares without disclosure to investors under Part 6D.2 of the Corporations Act ;

2) as at the date of this notice, the Company has complied with:

• (a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and (b) Section 674 of the Corporations Act; and

• 3) as at the date of this notice, there is no information:

• (a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• (b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

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

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ABN: 38 131 715 645 MGT Resources Limited Lvl 39 / 2 Park Street, Sydney, NSW 2000 Australia T: 61 2 9004 7107 F: 61 2 9004 7070

(ii) the rights and liabilities attaching to the ordinary shares of the Company,

to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in a disclosure document.

An Appendix 3B with respect to the issue of the Placement Shares is attached .

Yours sincerely,

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---

Jacqueline Butler Company Secretary

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

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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 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)	 Fully Paid Ordinary Shares and  Unquoted options
	 30,000,000 fully paid ordinary shares and  1,200,000 unquoted options issued to Auskong International Mining Investment Co.,Limited.
	 30,000,000 fully paid ordinary shares  1,200,000 unquoted share options exercisable at 5 cents each into one ordinary share per option on or before 31 December 2015 issued to Auskong International Mining Investment Co.,Limited.

• See chapter 19 for defined terms.

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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	 The fully paid ordinary shares rank equally in all respects with existing classes of quoted securities  The unquoted share options are unquoted
	 The fully paid ordinary shares were issued at 5 cents per share.  The exercise price of share options issued is 5 cents per option. The consideration for the issue of the options is nil.
	The net proceeds will be used to repay some of the existing Convertible Notes and fund the working capital requirements in the ordinary course of business, including the continuation of exploration programmes.
	N/A
	N/A

• See chapter 19 for defined terms.

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6c Number of+securities issued without security holder approval under rule 7.1 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
	30,000,000 fully paid ordinary shares and 1,200,000 unquoted share options exercisable at 5 cents each on or before 31 December 2015 issued to Auskong International Mining Investment Co., Limited., approved by security holders at a general meetingheld on 16thFebruary2015.
	N/A
	N/A
	N/A
	N/A
	17thFebruary 2015
	Number	+Class

• See chapter 19 for defined terms.

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8 Number and +class of all 318,157,040 +securities quoted on ASX ( including the +securities in section 2 if applicable)

Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

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9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	1,500,000	Unquoted convertible notes convertible at 20 cents each on or before 4 May 2015
	6,000,000	Unquoted convertible notes convertible at 11 cents each on or before 19August 2016
	1,500,000	Unquoted convertible notes convertible at 8.75 cents each on or before 11 November 2016
	6,800,000	Unquoted options exercisable at 15 cents each on or before 7 November 2016
	1,075,000	Unquoted options exercisable at 15 cents each on or before 17 December 2016
	1,200,000	Unquoted options exercisable at 5 cents each on or before 30 December 2015

10 Dividend policy (in the case N/A of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates

• See chapter 19 for defined terms.

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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

• 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	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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balance?

• See chapter 19 for defined terms.

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

N/A

• 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

  • 30,000,000 fully paid ordinary shares and 1,200,000 unquoted options issued to Auskong International Mining Investment Co., Limited.

• 36  If the +securities setting out the number of holders in the categories[+] securities are[+] equity securities, a distribution schedule of the additional

• 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000

100,001 and over – 1 holder – Auskong International Mining Investment Co., Limited

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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• 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: 17 February 2015

Jacqueline Butler

• See chapter 19 for defined terms.

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• 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

• Insert number of fully paid[+] ordinary Not applicable securities on issue 12 months before the + issue date or date of agreement to issue Add the following: Not applicable • 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

• Subtract the number of fully paid[+] ordinary Not applicable securities cancelled during that 12 month period “A” Not applicable

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 Not applicable Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of[+] equity securities issued Not applicable 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

• “C” Not applicable

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	Not applicable
Note: number must be same as shown in
Step 2
Subtract“C”	Not applicable
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”
	[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” Not applicable 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

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued Not applicable 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” Not applicable

• 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	Not applicable
Subtract“E” Note: number must be same as shown in Step 3	Not applicable
Total[“A” x 0.10] – “E”	Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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