Name of entity

Citigold Corporation Limited

ABN

30 060 397 177

1

+Class of +securities issued or to be issued

Ordinary Shares

2

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

15,000,000 shares

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)

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

Rank equally

5

Issue price or consideration

2 cents

6

Purpose of the issue

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

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

No

6b

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

6c

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

6d

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

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.

9 October 2015

Number

+Class

8

Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

1,740,950,553

ORD - fully paid

Number

+Class

20,000,000

Unlisted options

3 cent exercise price until 20 June 2016

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

15

+Record date to determine entitlements

16

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

17

Policy for deciding entitlements in relation to fractions

18

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

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 acceptances or renunciations

20

Names of any underwriters

21

Amount of any underwriting fee or commission

22

Names of any brokers to the issue

23

Fee or commission payable to the broker to the issue

24

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

25

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

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

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

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

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

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

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

1,495,764,906

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

2014 Share Purchase Plan - 22,714,288

Subtract the number of fully paid

+ordinary securities cancelled during that 12 month period

NIl

'A'

1,518,479,194

Step 2: Calculate 15% of 'A'

'B'

0.15

[Note: this value cannot be changed]

Multiply 'A' by 0.15

227,771,879

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

Placement Nov 2014 - 20,000,000

Placement Dec 2014 - 25,428,573

Placement Mar 2015 - 7,735,094

Placement Mar 2015 - 42,307,692

Placement Aug 2015 - 112,000,000

Placement Oct 2015 - 15,000,000

'C'

222,471,359

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

227,771,879

Subtract 'C'

Note: number must be same as shown in Step 3

222,471,879

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

5,300,520

[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

N/A

Step 2: Calculate 10% of 'A'

'D'

0.10

Note: this value cannot be changed

Multiply 'A' by 0.10

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

'E'

N/A