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CZR RESOURCES LTD Director's Dealing 2016

May 24, 2016

64748_rns_2016-05-24_2d3caa11-f5ef-4513-8ae1-579907ccc66f.pdf

Director's Dealing

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Coziron Resources Limited

ABN: 91 112 866 869 Level 24, 44 St George’s Terrace Perth Western Australia 6000

PO Box Z5183 Perth WA 6831 Phone: +61 8 6211 5099 Facsimile: +61 8 9218 8875 Website: www.coziron.com

25 May 2016

Sebastian Bednarczyk Senior Adviser, Listing Compliance ASX Compliance Pty Ltd 20 Bridge Street SYDNEY NSW 2000

Dear Sebastian,

CHANGE OF DIRECTORS INTERERST NOTICE

We refer to your letter dated 24 May 2016, in which you refer to the corrected Appendix 3Y lodged with the ASX on 23 May 2016, and respond to your questions as follows:

  1. Please explain why the Appendix was lodged late.

Two purchases, one on 4 May 2016 for 250,000 shares and one on 5 May 2016 for 750,000 shares, resulted from a single order placed with the broker. Mr Sierakowski inadvertently omitted to advise the Company of the portion of the order that traded on 4 May 2016, being 250,000 Shares ($2,274). The purchase of 750,000 shares was notified on 6 May 2016.

  1. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

The Company has a Securities Trading Policy setting out the obligation for Directors to notify the Company of any changes in their interests. In addition, Directors' Shareholdings is a standing item on the Company's Board Meeting Agenda and directors are reminded of the obligation at each meeting.

  1. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

The Company believes the current arrangements are adequate.

Yours sincerely

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Stephen Hewitt-Dutton Company Secretary

1

24 May 2016

Mr Stephen Hewitt‐Dutton 44 St Georges Terrace PERTH WA 6000

By email: [email protected]

Dear Mr Dutton

Coziron Resources Limited (“Company”)

We refer to the following;

  1. The Appendix 3Y lodged by the Company with ASX Limited (“ASX”) on 23 May 2016 for Adam James Sierakowski (the “Director Notice”);

  2. Listing rule 3.19A which requires an entity to tell ASX the following:

    • 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

      • On the date that the entity is admitted to the official list.

      • On the date that a director is appointed.

      • The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

    • 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

    • 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

ASX Compliance Pty Limited 20 Bridge Street ABN 26 087 780 489 Sydney NSW 2000

www.asx.com.au Customer service 13 12 79

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  1. Listing rule 3.19B which states as follows.

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An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

  1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Appendix 3Y indicate that a change in Director’s notifiable interest occurred on 4 May 2016. It appears that the Director’s Notice should have been lodged with ASX by 11 May 2016. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears the directors concerned may have breached section 205G of the Corporations Act. Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities ‐ Obligations of Listed Entities”, we ask that you answer each of the following questions:

  1. Please explain why the Appendix was lodged late.

  2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

  3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e‐mail at [email protected]. It should not be sent to the Market Announcements Office.

A response is requested as soon as possible and, in any event, not later than 3.00 pm (WST) on Thursday, 26 May 2016 .

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely

[sent electronically without signature]

Sebastian Bednarczyk

Senior Adviser, Listings Compliance (Perth)

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