AVIRA RESOURCES LTD — Share Issue/Capital Change 2016

Nov 22, 2016

This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

+Rule 3.20.4, 7.18-7.24A, 15.3, Appendix 7A paragraphs 8 & 9.

Appendix 3A.3

Notification of reorganisation of capital –[+] security consolidation or split

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.

Please note that two or more corporate actions on the same[+] security may not run with different record dates if the timetables result in overlapping (but not identical) ex-periods. It is permissible to run different corporate actions with the same record date except in the case of reorganisations – consolidations/splits which cannot run at the same time as any other corporate action for that entity.

If you are an entity incorporated outside Australia, for[+] securities other than CDIs / depository interests, please obtain and provide an International Securities Identification Number (ISIN) for the class(es) of[+] securities to be created during your corporate action. The ISIN(s) should be advised in the Further Information section of this form. Further information on this requirement can be found in the Online Forms section of ASX Online for companies.

*Denotes minimum information required for first lodgement of this form.

**Denotes information that must be provided on or before[+] business day 0 of the relevant Appendix 6A or Appendix 7A timetable.

The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question No.	Question	Answer
1.1	*Name of entity	MGT Resources Limited
1.2	*Registration type and number One of ABN/ARSN/ARBN/ACN or other registration type and number (if “other” please specify what type of registration number has been provided).	38 131 715 645
1.3	*ASX issuer code	MGS
1.4	*The announcement is Tick whichever is applicable.	√_d_New announcement _Ad_Update/amendment to previous announcement _Ad_Cancellation of previous announcement
1.4a	*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.
1.4b	*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.
1.4c	*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.

• See chapter 19 for defined terms 29 June 2015

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This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

		Notification of reorganisation of capital –+Security consolidation or split
1.4d	*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.
1.5	*Date of this announcement The date of lodgement of the form by the entity via ASX Online.	23 November 2016
1.6	*Applicable ASX+security code(s) and description(s) for reorganisation Please confirm the entity’s+securities (quoted and unquoted) which will be affected by the reorganisation. Please note Listing Rule 7.21 in respect of +convertible+securities, Listing Rules 7.22.1 and 7.22.2 in respect of options and Listing Rule 7.24 in respect of partly paid+securities.	ASX+security code: MGS – Ordinary Fully Paid Shares MGSAB – Unsecured Convertible Note Maturing 11- Nov-2017 MGSAC – Preference Shares Fully paid MGSAD -Convertible Notes Maturing 19 Oct 2017 MGSAU -Options Expiring Various Dates at Various Prices +Security description:  Share Consolidation of the issued capital on the basis that every ten (10) fully paid Shares in the capital of the Company be consolidated into (1) fully paid ordinary Share;  the Options on issue be reorganised in accordance with Listing Rule 7.22;  the Convertible Notes on issue be reorganised in accordance with Listing Rule 7.21;  the Preference Shares on issue be reorganised in accordance with Listing Rule 7.20;

• See chapter 19 for defined terms 29 June 2015

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This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 2 – Approvals

Question No.	Question	Question	Question	Answer	Answer	Answer
2.1	*Are any of the below approvals required for the reorganisation before business day 0 of the timetable? • +Security holder approval • Court approval • Lodgement of court order with+ASIC • ACCC approval • FIRB approval; • Another approval/condition external to the entity required to be given/met before business day 0 of the timetable for the reorganisation. If any of the above approvals apply to the reorganisation before business day 0 of the timetable, please answer ‘yes’ and provide details at Q2.2. If “no” go to Part 3. The purpose of the question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the+securities. If the entity wishes to disclose approvals or conditions which are to be resolved at a later date it should use Part 6 “Further information”.			Yes – Security holder approval
2.2	Approvals Select appropriate approval from drop down box as applicable. More than one approval can be selected. This question refers only to events which take place before business day 0 of the timetable. The purpose of the question is to confirm that relevant approvals are received prior to ASX establishing an ex market in the +securities. The “Date for determination” is the date that you expect to know if the approval is given for example the date of the+security holder meeting in the case of+security holder approval or the date of the court hearing in the case of court approval. If the entity wishes to disclose approvals or conditions which are to be resolved at a later date it should use Part 6 “Further information”.
*Approval/condition		*Date for determination	*Is the date estimated or actual?		**Approval received/condition met? Only answer this question when you know the outcome of the approval – please advise on or before +business day 0 of the relevant Appendix 6A or Appendix 7A timetable.	Comments
+Security holder approval		30 Nov 2016 Annual General Meeting	EstimatedOR √ Actual		Yes √ No
Court approval		N/A	EstimatedOR Actual		Yes No

• See chapter 19 for defined terms

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Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Lodgement of court order with+ASIC	N/A	EstimatedOR Actual	Yes No
ACCC approval	N/A	EstimatedOR Actual	Yes No
FIRB approval	N/A	EstimatedOR Actual	Yes No
Other (please specify in comment section)	N/A	EstimatedOR Actual	Yes No

Amended 29/06/15

• See chapter 19 for defined terms 29 June 2015

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Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 3 – reorganisation timetable and details

Question No.	Question	Answer
3.1	+Record date COURT APPROVAL:This is two +business days after the entity lodges the court order with ASIC and tells ASX – +business day 2 in the timetable. This is the date on which the register is closed to determine the register for the consolidation or split of+securities. NO COURT APPROVAL:This is three +business days after the+security holder meeting –+business day 3 in the timetable. This is the date on which the register is closed to determine the register for the consolidation or split of+securities. ALL*: The+record date must be at least four+business days from the current date. Please note that the+record date and effective date cannot be changed (even to postpone it or cancel it) any later than 12 noon Sydney time on the day before the previous effective date advised.	5thDecember 2016 “Record Date”
3.2	Date of+security holder meeting Same date as provided in Q2.2.	30thNovember 2016
3.3	Last day for trading in pre- reorganised+securities COURT APPROVAL:This is the+business day the entity lodges the court order with ASIC and tells ASX –+business day 0 in the timetable. NO COURT APPROVAL:This is the +business day after+security holders approve the reorganisation –+business day 1 in the timetable. ALL:Please note that the last day of trading cannot be changed (even to postpone it) any later than 12 noon Sydney time on the day before the previous effective date advised.	1stDecember 2016
3.4	Effective date Trading in the re-organised +securities “ex-reorganisation” commences on a deferred settlement basis. If the+entity’s +securities are suspended from trading during this period there will be no+deferred settlement trading however ASX still captures this date. COURT APPROVAL:This is the+business day after the entity lodges the court order with ASIC and tells ASX –+business day 1 in the timetable. NO COURT APPROVAL:*This is the second+business day after+security holders approve the reorganisation – +business day 2 in the timetable.	2ndDecember 2016

• See chapter 19 for defined terms 7 March 2016

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This appendix is available as an online form

Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

		Notification of reorganisation of capital –+Security consolidation or split
	ALL:Please note that the~~+~~record date and effective date cannot be changed (even to postpone it or cancel it) any later than 12 noon Sydney time on the day before the previous effective date advised.
3.5	+Record date Same as Q3.1 above.	5thDecember 2016
3.6	First day for entity to send notices to+security holders of the change in the number of+securities they hold. First day for entity to register +securities on a post reorganised basis COURT APPROVAL:This is the day after the+record date –+business day 3 in the timetable. NO COURT APPROVAL:This is the day after the+record date –+business day 4 in the timetable.	6thDecember 2016
3.7	+Issue date.+Deferred settlement market ends. Last day for entity to send notices to+security holder of the change in the number of +securities they hold. Last day for +entity to register+securities on a post-reorganised basis COURT APPROVAL:This is five +business days after the+record date – +business day 7 in the timetable. NO COURT APPROVAL:This is five +business days after the+record date – +business day 8 in the timetable. ALL:*Please note that the+issue date cannot be changed (even to postpone it) any later than 12 noon AEST on the previous+issue date advised.	12thDecember 2016
3.8	Trading starts on a normal T+2 basis COURT APPROVAL:This is six+business days after the+record date and the +business day after+issue date –+business day 8 in the timetable. NO COURT APPROVAL:This is six +business days after the+record date and the+business day after+issue date – +business day 9 in the timetable.	13thDecember 2016
3.9	First settlement of trades conducted on a deferred settlement basis and on a normal T+2 basis COURT APPROVAL:This is eight +business days after+record date and two +business days after T+2 trading starts – +business day 10 in the timetable. NO COURT APPROVAL:This is eight +business days after+record date and two +business days after T+2 trading starts – +business day 11 in the timetable.	15thDecember 2016

Amended 07/03/16

• See chapter 19 for defined terms 7 March 2016

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Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 4 – reorganisation type and details

Question No.	Question	Answer
4.1	*The reorganisation is Please select one. If “consolidation” please answer Q4.1a, if “split” please answer Q4.1b.	√d +Security consolidation Ad +Security split
4.1a	Consolidation ratio Ratios may only be expressed as whole numbers. Fractional ratios will need to be multiplied up to a whole number (for example 1:1.5 should be expressed as 2:3). Where you consolidate five +securities into one+security, the answer above is 5.00 (pre-consolidation) +securities will be consolidated into 1.00 (post-consolidation)+security. To consolidate three+securities into two +securities, the answer above is 3.00 (pre-consolidation)+securities will be consolidated into 2.00 (post- consolidation)+securities. ALL:*Please note that the ratio (multiplier or divisor) cannot be changed any later than 12 noon Sydney time on the day before the previous effective date advised.	the+securities will be consolidated on the basis that every _10 (pre-consolidation)+securities will be consolidated into 1_ (post-consolidation) +security (/ies)
4.1b	Split ratio Ratios may only be expressed as whole numbers. Fractional ratios will need to be multiplied up to a whole number (for example 1:1.5 should be expressed as 2:3). Where you split each+security into five, the answer above is every 1.00 (pre-split)+security will be divided into 5.00 (post-split)+securities. To divide each two+securities into three +securities the answer is 2.00 (pre-split) +securities will be divided into 3.00 (post- split)+securities. ALL:*Please note that the ratio (multiplier or divisor) cannot be changed any later than 12 noon Sydney time on the day before the previous effective date advised.	The+securities will be split on the basis that every _ (pre-split)+security (/ies) will be divided into _ (post-split)+securities. N/A
4.2	*Scrip fraction rounding: Please select the appropriate description regarding how fractions will be handled. If you do not have a rounding policy please choose “Fractions rounded down to the nearest whole number or fractions disregarded”.	√ Fractions rounded up to the next whole number _Ad_Fractions rounded down to the nearest whole number or fractions disregarded _Ad_Fractions sold and proceeds distributed _Ad_Fractions of0.5 and overrounded up _Ad_Fractionsover 0.5rounded up

• See chapter 19 for defined terms 29 June 2015

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Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 5 –[+] Securities on issue before and after reorganisation

_Achange to _	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.	the terms or price of +convertible securities should be advised in Part 6 – “Further information”.
Question No.	Question			Answer
5.1	*+Securities on issue before and after the reorganisation Please confirm the number of the entity’s+securities on issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of+convertible securities, Listing Rules 7.22.1, 7.22.2 in respect of options and Listing Rule 7.24 in respect of partly paid+securities. If an estimate is provided please provide the actual amounts as soon as reasonably practicable and no later than the+issue date.
ASX +security code	ASX~~+~~security description		Quoted/ unquoted			Number on issue before reorganisation		Number on issue after reorganisation		Estimate/ Actual
MGS	Ordinary Fully Paid		Quoted			483,066,131		48,306,614		Actual
MGSAC	Preference Shares Fully Paid		Unquoted			181,818,182		18,181,820		Actual
MGSAB	Unsecured Convertible Note Maturing 11/11/2017 (Armstrong Industries HK Limited $1,500,000 CN with exercise price of $0.0875 pre- consolidation)		Unquoted			17,142,857 ordinary shares to be issued if converted		1,714,286 ordinary shares to be issued if converted		Actual
MGSAD	$500,000 Convertible Notes Maturing 19/10/2017 (Joseph Capital (Hong Kong) with exercise price of $0.033 pre- consolidation.		Unquoted			15,151,515 ordinary shares to be issued if converted		1,515,152 ordinary shares to be issued if converted		Actual
MGSAU	Non-Employee Share Options		Unquoted			72,727,274		7,272,728		Actual
MGSAU	Employee Share Options		Unquoted			1,050,000		105,000		Actual
										Estimated or Actual
5.2	*Exercise price of options Please confirm the exercise price of options on issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of+convertible securities, and Listing Rules 7.22.1, 7.22.2 in respect of options.
ASX +security code	ASX~~+~~security description	Quoted/ unquoted			Currency		Exercise price before reorganisation		Exercise price after reorganisation

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							capital –+Secur	capital –+Secur	capital –+Secur	ity consolidation or split	ity consolidation or split
MGSAU	Options Expiring Various Dates Ex VariousPrices		Unquoted		AU$		$0.001			$0.01
MGSAU	Options Expiring Various Dates Ex VariousPrices		Unquoted		AU$		$0.15			$1.50
5.3	*Partly paid+securities affected by the reorganisation Please confirm the effect of the reorganisation on “paid to” and “unpaid” amounts for partly paid+securities on issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of+convertible securities and Listing Rule 7.24 in respect of partly paid+securities. If there is more than one+security please include the additional+securities.
ASX +security code	ASX +security description	Quoted/ unquoted		Currency		Paid up amount before re- organisation		Paid up amount after re- organisation	Unpaid amount before re- organisation		Unpaid amount after re- organisation
N/A	N/A	N/A		N/A		N/A		N/A	N/A		N/A

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Appendix 3A.3 Notification of reorganisation of capital –[+] Security consolidation or split

Part 6 – Further Information

Question No.	Question	Answer
6.1	Further information relating to the reorganisation Please provide any further information relating to this reorganisation.	For more information on the Share Reorganisation refer to the Notice of Meeting for the AGM to be held on 30thNovember 2016.

Introduced 22/09/14

• See chapter 19 for defined terms 29 June 2015

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