FITZROY RIVER CORPORATION LTD — M&A Activity 2016

Dec 13, 2016

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ABN 75 075 760 655

14 December 2016

Company Announcements Office

ASX Limited

FITZROY RIVER CORPORATION ANNOUNCES REVISED AND RECOMMENDED TAKEOVER OFFER FOR ROYALCO RESOURCES

Fitzroy River Corporation Limited ( Fitzroy ) is pleased to announce a recommended off-market takeover offer ( Offer ) to acquire Royalco Resources Limited (Royalco ). The Offer is recommended by the board of Royalco in the absence of a superior proposal.

The Offer is 20 cents cash for each Royalco share and values Royalco at approximately $10.54 million.

Fitzroy already controls 19.99% of Royalco, having increased its shareholding yesterday by just over 5.0% when it acquired 2.669 million shares from an associate of Royalco Chairman, Mr Peter Topham.

In response to Fitzroy’s Offer Mr Topham said:

"I support the Offer by Fitzroy to Royalco shareholders. This new Offer is 2 cents higher than the previous offer. I intend to sell the remaining Royalco shares I control into the Offer in the absence of a superior proposal."

The Chairman of Fitzroy, Mr Malcolm McComas, welcomed the board recommendation and said:

"Fitzroy's 20 cents a share Offer represents a premium to Royalco's net assets and fully values Royalco’s royalty portfolio. It represents an 11% increase on our previous on-market offer and we welcome the board’s recommendation of the Offer."

Yours faithfully,

JUSTIN B CLYNE

Non-Executive Director & Company Secretary

Registered Office and Principal Place of Business: Level 11, 2 Bligh Street, Sydney NSW 2000

Mail to: GPO Box 4626 Sydney NSW 2001

Tel: (02) 9993 4407 Fax: (02) 99993 4433 Website: www.fitzroyriver.net.au