TALGA GROUP LTD — Capital/Financing Update 2016

Jun 19, 2016

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

**TALGA

RESOURCES
LTD**

ABN

32
138
405
419

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).

1 +Class of +securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Quoted Options
	45,463,769
	Quoted options, exercisable at $0.45 each and expiring 31 Dec 2018

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in No
–
upon
conversion
into
ordinary
shares,
the all respects from the[+] issue date allotted
and
issued
shares
will
rank
equally
in
all with an existing[+] class of quoted respects
with
an
existing
class
of
quoted
securities. +securities? The
options
do
not
entitle
the
holder
to
participate in
the
next
dividend
or
interest
payment If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they 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 5 Issue price or consideration $0.02
per
quoted
option 6 Purpose of the issue Non-­‐renounceable
pro
rata
entitlement
offer
of
one (If issued as consideration for (1)
quoted
option
for
every
four
(4)
ordinary
shares the acquisition of assets, clearly held
on
the
record
date
to
raise
working
capital
to identify those assets) fund technical, commercial and mineral development
programs
in
Germany
and
Sweden. 6a Is the entity an[+] eligible entity Yes that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder 27
November
2015 resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 2

Appendix 3B New issue announcement

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	N/A	N/A
	N/A
	N/A
	N/A
	To be confirmed upon completion of the Entitlement Offer.
	On or about 14 July 2016
	Number	~~+~~Class
	146,284,060 45,463,769	Ordinary fully paid shares Quoted options, exercisable at $0.45 each, expiring 31 December 2018

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) 2 - Pro rata issue 11 Is security holder approval required? 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	Number	+Class
	500,000 2,000,000 2,000,000 2,000,000 2,000,000 2,400,000 4,500,000 2,500,000 1,400,000 1,000,000 1,000,000 2,000,000	Unlisted $0.45 options, expiring 3 October 2016 Unlisted $0.52 options, expiring 31 December 2016 Unlisted $0.52 options, expiring 31 December 2016 Unlisted $0.60 options, expiring 31 December 2016 Unlisted $0.65 options, expiring 31 December 2016 Unlisted $0.60 options, expiring 4 October 2018 Unlisted $0.60 options, expiring 4 October 2018 Unlisted $0.54 options, expiring 23 June 2019 Unlisted $0.54 options, expiring 20 August 2019 Unlisted $0.54 options, expiring 26 March 2020 Unlisted $0.54 options, expiring 17 December 2020 Unlisted $0.42 options, expiring 3 May2019
	N/A
	No
	Non-renounceable
	Issue of options pursuant to a prospectus on the basis of one (1) quoted option for every four (4) ordinaryshares held on the record date.
	Quoted options

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

Appendix 3B Page 4

Appendix 3B New issue announcement

	15 +Record date to	determine		23 June 2016
	entitlements
	16 Will holdings on different	registers		Yes
	(or subregisters) be aggregated for
	calculating entitlements?
	17 Policy for deciding entitlements in			Fractional entitlement will be rounded down to
	relation to fractions			the nearest whole number
18	Names of countries in which the	Shareholders who do not have a registered address in
	entity has security holders who	Australia,	New Zealand, Hong Kong, the People’s Republic
	will not be sent new offer documents	of China, the United Kingdom, Ireland, Bermuda, Jersey, British Virgin Islands or Switzerland.
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of	5 pm WST		7 July 2016
	acceptances or renunciations
20	Names of any underwriters	Smedvig	G.P. Limited as general partner for Smedvig
		Partnership LP, Kamberg Investments Ltd and Keith Liddell.
21	Amount of any underwriting	Nil
	fee or commission
22	Names of any brokers to the	N/A
	issue
23	Fee or commission payable to	N/A
	the broker to the issue
24	Amount of any handling fee	N/A
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on	N/A
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance	28 June 2016
	form and offer documents will
	be sent to persons entitled
27	If the entity has issued options,	20 June 2016
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

28 Date rights trading will begin (if 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 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	On or about 14 July 2016

Part 3 - Quotation of securities

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

34 Type of[+] securities (tick one) (a) þ +Securities described in Part 1

(b)[All other +securities ] 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

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• See chapter 19 for defined terms.

Appendix 3B Page 6

Appendix 3B New issue announcement

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

==> picture [397 x 531] intentionally omitted <==

----- Start of picture text -----

38 Number of [+] securities for which N/A
+quotation is sought
39 +Class of +securities for which N/A
quotation is sought
40 Do the [+] securities rank equally in N/A
all respects from the [+] issue date
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
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 N/A
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another [+] security, clearly identify
that other [+] security)
Number +Class
42 Number and +class of all N/A
+securities quoted on ASX
( including the [+] securities in clause
38)
----- End of picture text -----

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 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 be able to give this warranty

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

• 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.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we 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.

==> picture [145 x 55] intentionally omitted <==

Sign here: ............................................................Date: 20 June 2016 (Company secretary) Print name: Dean Scarparolo

• See chapter 19 for defined terms.

Appendix 3B Page 8

Appendix 3B New issue announcement

Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Note: To be confirmed upon completion of the Entitlement Offer.

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9