FITZROY RIVER CORPORATION LTD — M&A Activity 2019

Dec 29, 2019

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ASX Announcement

30 December 2019

Fitzroy Takeover Offer – Status of Defeating Conditions

For the purposes of section 630(3) of the Corporations Act 2001 (Cth), Fitzroy River Corporation Limited ( Fitzroy ) encloses , by way of service, the notice of the status of the defeating conditions to the off-market takeover offer of all of the shares in Royalco Resources Limited ( Royalco ).

Fitzroy reminds all Royalco shareholders that offer is now unconditional and will close at 7:00pm (AEDT) on 13 January 2020.

This announcement is authorised by the board of Fitzroy.

Further information:

Fitzroy River Corporation Limited

Malcolm McComas Chairman Tel: (02) 9058 8856

Website: http://www.fitzroyriver.net.au

Share registry

Boardroom Pty Limited

Tel: 1300 737 760 (Australia) (02) 9290 9600 (international) Postal Address: GPO Box 3993 Sydney NSW 2001

Fitzroy River Corporation Limited (ACN 075 760 655)

Notice under section 630(3) of the Corporations Act 2001 (Cth)

Notice of status of defeating conditions

To: Royalco Resources Limited (ACN 096 321 532) ( Royalco )

ASX Limited

Fitzroy River Corporation Limited (ACN 075 760 655) ( Fitzroy ) refers to the offers made under its bidder’s statement dated 21 November 2019 in relation to the off-market takeover bid of all of the ordinary shares issued in Royalco ( Bidder’s Statement ).

For the purposes of section 630(3) of the Corporations Act 2001 (Cth), Fitzroy gives notice that:

• (a) as far as it is aware, the condition in section 9.7(a)(i) ( Minimum Acceptance ) of the Bidder’s Statement has been fulfilled;

• (b) each condition in section 9.7(ii) ( Market Fall ) and section 9.7(a)(iii) ( No Prescribed Occurrences ) has been waived; and

• (c) as at the date of this notice, Fitzroy’s voting power in Royalco is 94.99%.

Signed for and on behalf of Fitzroy River Corporation Limited by:

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Malcolm McComas

Chairman

Dated: 30 December 2019