CAZALY RESOURCES LIMITED — Director's Dealing 2016

Aug 23, 2016

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y Change of 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	Cazaly Resources Limited
ABN	23 101 049 334

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Nathan Bruce McMahon
Date of last notice	10 August 2016

Part 1 - Change of director’s relevant interests in securities

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

Information or documents not avto ASX become ASX’s property aIntroduced 30/9/2001.	Change of Direc	Change of Direc	Change of Direc	tor’s Interest N	otice
	ailable now must be given tond may be made public.			ASX as soon as available.	nformation and	documents g
Name of entityCazaly	Resources Limited
ABN23 101	049 334
We (the entity) give ASX thethepurposes of section 205G	following information unof the Corporations Act.			der listing rule 3.19A.2 a	nd as agent fo	r the directo
Name of Director			Nath	an Bruce McMahon
Date of last notice			10 A	ugust 2016
Part 1 - Change of director’s rIn the case of a trust, this includes in	elevant interests in securitieterests in the trust made availabl			se by the responsible entity of th	e trust
Note: In the case of a company,interests	which come	withinparagraph(i)of the		definition of “notifiable interest of	a director” should b	e disclosed in this	part.
Direct or indirect interest		Indirect (1)
Nature of indirect interest(including registered holder)Note: Provide details of the circumstancrise to the relevant interest.	es giving	Indirect (1)Shares ownedinterest).Indirect (2)		by Kingsreef Pty Ltd	(Mr McMah	on has a re
		Shares ownedMcMahon is aIndirect (3)		by Kingsreef Pty Ltdbeneficiary).	<NB & DL	Family A/C
Date of change		23 August 2016
No. of securities held prior tochange		Direct4,823,756 Fully paid ordinary sharesIndirect (1)1,563,966 Fully paid ordinary shares1 convertible note with a face value of $100,000, a maturity date of31 December 2016, zero % interest rate and convertible at $0.03 plusa free attaching option on the basis of one option for every twoshares issued on conversion (with an exercise price of $0.04 and anexpiry date of 5 January 2018).Indirect (2)14,915,044 Fully paid ordinary shares1,500,000 $0.18 Options expiring 26 November 2016Indirect (3)1,000,000 Fully paid ordinaryshares
Class		1.Fully paid ordinary shares2.Options exercisable at $0.04 expiring 5 January 20183.Convertible note

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

	Number acquired		1.3,333,333	1.3,333,333	1.3,333,333	1.3,333,333
				2.1,666,667
	Number disposed			3.1
	Value/ConsideratiNote: If considerationdetails and estimated val	onis non-cash, provideuation		$100,000
	No. of securities h	eld after change		Direct4,823,756 Fully paid	ordinary shares
				Indirect (1)
				4,897,299 Fully paid1666667 $004 Ot	ordinary sharesons exirin 5 Januar	2018
				,, . p	pg y
				Indirect (2)
				14,915,044 Fully pai	d ordinary shares
				1,500,000 $0.18 Opt	ions expiring 26 Novem	ber 2016
				Indirect (3)1000000 FullPaid	OrdinarShares
				,, y	y
	Nature of chang	e		Conversion of 1 con	vertible note with a fac	e value of $100000	intoionsgust
	Example: on-market t	rade, off-market trade,		3,333,333 fully paid	ordinary shares and 1	,,666,667 $0.04 opt
	exercise of options, isdividend reinvestment pback	sue of securities underlan, participation in buy-		expiring 5 January 22016)	018 (as approved by sh	areholders on 12 Au

Part 2 – Change of 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) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and a valuation Interest after change

Part 3 –[+] Closed period

.

Part 3 –+Closed period.
Were the interests in the securities or contractsdetailed above traded during a+closed period whereprior written clearance was required?	No
If so, was prior written clearance provided to allowthe trade to proceed during this period?
If prior written clearance was provided, on what datewas this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002