CAZALY RESOURCES LIMITED — Director's Dealing 2016

Jan 20, 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.

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	7 January 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

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.

thispart.
Direct or indirect interest	Direct and Indirect
Nature of indirect interest(includingregisteredholder)Note:Providedetailsofthecircumstances giving rise to therelevant interest.	Indirect (1):Shares owned by Kingsreef Pty Ltd (Mr McMahon has a relevant interest).Indirect (2):Shares owned by Kingsreef Pty Ltd <NB & DL Family A/C> (Mr McMahon is abeneficiary).Indirect (3)Shares owned byApollinax Inc as trustee for Mr McMahon
Date of change	1. 18 January 20162. 20 January2016
No. of securities held priorto change	Direct:4,823,756 Fully Paid Ordinary SharesIndirect (1):731,466 Ordinary Fully Paid SharesIndirect (2):12,720,432 Ordinary Fully Paid Shares1,500,000 $0.18 Options expiring 26 November 2016Indirect (3):1,000,000 FullyPaid OrdinaryShares
Class	1. Unsecured convertible note2. Fully Paid Ordinary Shares
Number acquired	1. 12. 832,500
Number disposed	Nil

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash,provide details and estimated valuation	1. $100,0002. $24,975
No. of securities held afterchange	Direct:4,823,756 Fully Paid Ordinary SharesIndirect (1):1,563,966 Ordinary Fully Paid Shares1 convertible note with a face value of $100,000, a maturity date of 31 December2016, zero % interest rate and convertible at $0.03 plus a free attaching option onthe basis of one option for every two shares issued on conversion (with anexercise price of $0.04 and an expiry date of 5 January 2018).Indirect (2):12,720,432 Ordinary Fully Paid Shares1,500,000 $0.18 Options expiring 26 November 2016Indirect (3):1,000,000 FullyPaid OrdinaryShares
Nature of changeExample: on-market trade, off-markettrade, exercise of options, issue ofsecurities under dividend reinvestmentplan, participation in buy-back	1. Issue of one convertible note with a face value of $100,000 to KingsreefPty Ltd. Maturity date of 31 December 2016. Zero % interest rate.Convertible at $0.03 plus a free attaching option on the basis of oneoption for every two shares issued on conversion prior to expiration.2. Off market trade

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 orcontracts detailed above traded during a+closed period where prior written clearancewas required?	No
If so, was prior written clearance provided toallow the trade to proceed during this period?
If prior written clearance was provided, onwhat date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002