SGZ.L Regulatory News (SGZ)

Name of entity

SCOTGOLD RESOURCES LIMITED

ABN

42 127 042 773

1

+Class of +securities issued or to be issued

1) Ordinary fully paid shares

2) Unlisted Options

2

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

1) 95,295,889

2) 95,295,889

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)

1) Ordinary fully paid shares

2) Options exercisable at £0.01 on or before 30 September 2017.

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

1) Yes

2) Shares issued on exercise of Options will rank equally with existing class of quoted shares

5

Issue price or consideration

1) $0.013 per share

2) Nil

6

Purpose of the issue

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

Completion of ongoing technical studies, further exploration and working capital

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

28 November 2014

6c

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

Nil

6d

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

Nil

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

1) 95,295,889

2) 95,295,889

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

See Annexure 1.

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.

7 October 2015

Number

+Class

8

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

1,230,688,361

Ordinary Fully Paid Shares

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

3,000,000

Options

Exercise at A$0.08

Expiry 31 March 2022

153,161

Options

Exercise at £0.031 Expiry 7 December 2015

7,111,111

Options

Exercise at £0.045

Expiry 28 March 2016

30,000,000

Options

Exercise at £0.0069 Expiry 22 September 2017

95,295,889

Options

Exercise at £0.01 Expiry 30 September 2017

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No plans to pay dividends at this stage

11

Is security holder approval required?

No

12

Is the issue renounceable or non-renounceable?

Non-renounceable

13

Ratio in which the +securities will be offered

1 new ordinary fully paid share for every 10 existing fully paid shares held together with 1 free attaching option

14

+Class of +securities to which the offer relates

Ordinary fully paid shares and options

15

+Record date to determine entitlements

4 September 2015

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

N/A

17

Policy for deciding entitlements in relation to fractions

Rounded down to nearest whole number

18

Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

None

19

Closing date for receipt of acceptances or renunciations

30 September 2015

20

Names of any underwriters

None

21

Amount of any underwriting fee or commission

Nil

22

Names of any brokers to the issue

N/A

23

Fee or commission payable to the broker to the issue

N/A

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

N/A

25

If the issue is contingent on +security holders' approval, the date of the meeting

N/A

26

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

8 September 2015

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

26 August 2015

28

Date rights trading will begin (if applicable)

N/A

29

Date rights trading will end (if applicable)

N/A

30

How do +security holders sell their entitlements in full through a broker?

N/A

31

How do +security holders sell part of their entitlements through a broker and accept for the balance?

N/A

32

How do +security holders dispose of their entitlements (except by sale through a broker)?

N/A

33

+Despatch date

8 October 2015

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

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

568,529,569

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

194,965,196 26 November 2014

281,897,707 15 December 2014

95,295,889 7 October 2015

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

NIL

"A"

1,140,688,361

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

171,103,254

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded - not just ordinary securities

• 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

90,000,000 5 May 2015

"C"

90,000,000

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in Step 2

171,103,254

Subtract "C"

Note: number must be same as shown in Step 3

90,000,000

Total ["A" x 0.15] - "C"

81,103,254

[Note: this is the remaining placement capacity under rule 7.1]

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

1,140,688,361

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

114,068,836

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

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10

Note: number must be same as shown in Step 2

114,068,836

Subtract "E"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.10] - "E"

114,068,836

Note: this is the remaining placement capacity under rule 7.1A