Royalco Resources : Fitroy River announces Takeover Offer for Royalco

ABN 75 075 760 655

14 November 2019

Company Announcements Office

ASX Limited

FITZROY RIVER CORPORATION ANNOUNCES TAKEOVER OFFER FOR ROYALCO RESOURCES

Fitzroy River Corporation Limited (ASX: FZR) (Fitzroy or the Company) announces it intends to make an off-

market takeover offer (Offer) to acquire Royalco Resources Limited (ASX: RCO) (Royalco).

The Offer is 24 cents cash (Offer Price) for each Royalco share not currently owned by Fitzroy and values 100% of Royalco at approximately $12.65 million.

Fitzroy already owns 47.76% of Royalco.

The shares the subject of this Offer comprise approximately 27.53m Royalco shares (Shares) that are currently held by:

• 3 substantial shareholders who control approximately 23.78m shares representing 45.11% of
  Royalco's issued share capital; and
• approximately 160 smaller shareholders who control approximately 3.75m shares representing
  7.13% of Royalco's issued share capital.

The Offer Price of 24 cents values the Shares the subject of the Offer at approximately $6.61 million.

The Offer will be subject to the following defeating conditions:

• a minimum acceptance condition of 90%;
• a market fall condition; and
• no prescribed occurrences occurring during the offer period.

The Chair of Fitzroy, Malcolm McComas said:

"Fitzroy's Offer represents a 20% premium to Royalco's 3 and 6 month VWAP and provides Royalco shareholders with a liquidity event to sell all their shares, compared to the infrequent and low volume trades of Royalco shares on ASX."

For further information:

Malcolm McComas 0412 016 009

mccomas.m@gmail.com

Registered Office: Suite 6.02, Level 6, 28 O'Connell Street Sydney NSW 2000

Mail to: GPO Box 4626, Sydney NSW 2001

Tel: (02) 9048 8856 Website: www.fitzroyriver.net.au