CITIGOLD CORPORATION LIMITED — Share Issue/Capital Change 2006

Aug 31, 2006

Citigold Corporation ANNOUNCEMENT

17 August 2006

and the contract of the contract of the contract of the contract of the contract of the contract of the contract of Appendix 3B

Citigold Corporation Limited advises that 10,000 convertible notes previously issued have been converted and the shares have now been allotted.

Matthew Martin Company Secretary Citigold Corporation Limited ACN 060 397 177 19 Lang Parade Milton Queensland Australia Phone: +61 7 3870 8000 Fax: +61 7 3870 8111 Email: info@citigold.com

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

CITIGOLD CORPORATION LIMITED

ABN

30 060 397 177

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).

⁺Class of ⁺securities issued or to be $\mathbf{I}$ issued

Ordinary Shares fully paid.

• Number of $+$ securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
• 3 Principal terms of the ⁺securities (eg, if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates +convertible $for$ payment; if securities, the conversion price and dates for conversion)

Ten thousand (10,000) shares

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

$\overline{4}$ Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do $\bullet$
• the extent to which they $\bullet$ participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration 40 cents

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• $\overline{7}$ Dates of entering ⁺securities into uncertificated holdings or despatch of certificates

1 September 2006

Conversion of notes

Number and ⁺class of all ⁺securities $8\,$ quoted on ASX (including the securities in clause 2 if applicable)

Number	$+C1$ ass
579,521,041 4,523,958	Ordinary fully paid Shares Convertible Notes redeemable by 29 March 2007

Yes - shares rank equally with existing quoted securities

	Number	+ Class
-9 Nimber and + class of all + securities. not quoted on ASX (including the securities in clause 2 if applicable)	10,608,666 options	Options expiring 6 December 2006
	1,995,817 options	Options expiring 17 March 2008
	5,197,938 options	Options expiring 20 July 2008

$10\,$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No change in the dividend policy of the Company since the last published accounts.

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holder security approval Ís required? NOT APPLICABLE
$12 \,$	Is the issue renounceable or non- renounceable?
13	Ratio in which the "securities will be offered
14	+ Class of + securities to which the offer relates
15	*Record determine date ŧο 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 issue documents
	Note: Security holders must be told how their entirlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date of for receipt acceptances or renunciations

⁺ See chapter 19 for defined terms.

• 20 Names of any underwriters
• 21 Amount of any underwriting fee or commission
• $22\,$ Names of any brokers to the issue
• Fee or commission payable to the 23 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 prospectus or Product Disclosure Statement 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
• Date rights trading will begin (if 28 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 balance?

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

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• $34$ Type of securities $(iick one)$
• Securities described in Part 1 $(a)$
• All other securities $(b)$

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

(If the additional securities do not form a new class, go to 43)

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
36	If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10.001 - 100.000$ $100,001$ and over
-37	A copy of any trust deed for the additional "securities"

(now go to $43$ )

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of ⁺securities for which quotation is sought
• 40 Do the ⁺securities rank equally in all respects from the date of allotment 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 $\bullet$ 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 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

Number	+ Class

(now go to $43$ )

All entities

Fees

43	Payment method (tick one)
		Cheque attached
		Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
		Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\overline{\phantom{a}}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ 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 he shle to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any $\bullet$ 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{3}$ 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, 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.

Jeant

Sign here:

(Company Secretary)

Print name: Matthew Martin

Date: 1 September 2006

⁺ See chapter 19 for defined terms.