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Azumah Resources : Appendix 3B and 708A Notice

08/03/2015 | 09:21pm US/Eastern
ASX Listing Rules Appendix 3B - New Issue Announcement Application for Quotation of Additional Securities and Agreement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B Appendix 3B New issue announcement 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

Azumah Resources Limited

ABN

72 112 320 251

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

Ordinary fully paid shares


2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

3,496,504


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)

Ordinary fully paid shares

+ 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 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

Yes

5 Issue price or consideration $0.0227 per share (deemed price)

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Shares issued in lieu of interest due and payable in accordance with the terms and conditions of the Converting Note Agreement dated 24 January 2014.



6a Is the entity an +eligible entity 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

Yes

6b The date the security holder resolution under rule 7.1A was passed

20 November 2014


6c Number of +securities issued without security holder approval under rule 7.1

3,496,504 ordinary fully paid shares


6d Number of +securities issued with security holder approval under rule
7.1A

Nil

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

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)

Nil


6f Number of +securities issued under an exception in rule 7.2

Nil


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.

N/A


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

N/A

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

Rule 7.1: 55,006,091

Rule 7.1A: 39,335,063

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.

3 August 2015


8 Number and +class of all
+securities quoted on ASX (including the +securities in section
2 if applicable)

+ 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)

N/A

Part 2 - DELETED - NOT APPLICABLE

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) +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 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

+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013

Quotation agreement Appendix 3B New issue announcement

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.

Sign here: Date: 3 August 2015

Company Secretary

Print name: Dennis Wilkins

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5

Appendix 3B New issue announcement Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary securities on issue 12 months before the

+issue date or date of agreement to issue

358,316,919

Add the following:

• Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid +ordinary securities that became fully paid in that

12 month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

500,000 fully paid ordinary shares

Exception 4

4,533,720 fully paid ordinary shares issued 30/01/2015 approved 26/09/2014

30,000,000 fully paid ordinary shares issued 15/09/2014 approved 20/11/2014

Nil

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

Nil

"A"

393,350,639

+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

04/03/2013 Appendix 3B Page 7

Appendix 3B New issue announcement Part 2

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in

Step 1 of Part 1

393,350,639

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

39,335,063

Step 3: Calculate "E", the amount of placement capacity under rule

7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not just ordinary securities

• Include here - if applicable - the securities the subject of the Appendix

3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

Nil

"E"

Nil

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

04/03/2013 Appendix 3B Page 9

Azumah Resources Limited

ACN - 112 320 251

Suite 2, 11 Ventor Avenue West Perth AUSTRALIA 6005

P +618 9486 7911

F +618 9481 4417

W www.azumahresources.com.au

E info@azumahresources.com.au

3 August 2015

Company Announcements Office

ASX Limited

20 Bond Street

SYDNEY NSW 2000

Dear Sir

ISSUE OF AZUMAH RESOURCES LIMITED SHARES - SECONDARY TRADING NOTICE NOTIFICATION PURSUANT TO PARAGRAPH 708A(5)(e) OF THE CORPORATIONS ACT 2001 (Act)

On 3 August 2015, Azumah Resources Limited (Company) issued 3,496,504 fully paid ordinary shares (deemed issue price $0.0227) as consideration for interest due and payable in accordance with the terms and conditions of a Converting Note Agreement dated 24 January 2014 (Securities).

Secondary Trading Exemption

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

(a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act; (b) as at 3 August 2015 the Company has complied with the provisions of Chapter 2M of the Act

as they apply to the Company, and section 674 of the Act; and

(c) as at 3 August 2015 there is no information:

i. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

ii. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

B. the rights and liabilities attaching to the Securities.

Yours faithfully

Dennis Wilkins

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