2 July 2013 TROY DECLARES OFFER FOR AZIMUTH UNCONDITIONAL

Troy Resources Limited (Troy) is pleased to announce that it has declared its takeover offer for the shares in Azimuth Resources Limited (Azimuth) free from all conditions.
As at 2.00pm (Sydney time) on 2 July 2013, Troy's voting power (plus acceptance instructions under the Institutional Acceptance Facility) was 78.23%. As the offer has now been declared unconditional, Troy has a relevant interest and voting power in the shares in the Institutional Acceptance Facility. Processing of all acceptances received to date will now commence.
Azimuth shareholders who have already accepted Troy's offer, or who do so prior to 7.00pm (Sydney time)/ 5.00am (Toronto) time on Friday, 5 July 2013, will be issued their new Troy shares on 11 July
2013.
Azimuth shareholders who accept after that date will be issued their Troy shares in accordance with the terms of the Troy offer.
The offer continues to be unanimously recommended by the board and CEO of Azimuth and shareholders who have not accepted the Troy offer are encouraged to do so as soon as possible.

The offer is scheduled to close at 7.00pm (Sydney time) / 5.00am (Toronto time) on 12 July 2013 (unless extended).

Attached is a notice under section 650F of the Corporations Act in which Troy formally declares its offer to be unconditional.
Upon Troy obtaining a relevant interest in Azimuth shares of at least 90%, Troy intends to proceed to compulsory acquisition of all outstanding Azimuth shares. Azimuth shareholders who do not accept the offer during the offer period and whose shares are subject to compulsory acquisition will not receive consideration until approximately 6 weeks after the compulsory acquisition process commences. It is expected that ASX will suspend quotation of Azimuth shares after compulsory acquisition commences.

Enquiries:

Offer Information Line: Institutional Acceptance Facility: Tel: 1300 810 584 (calls within Australia) Tel: +61 3 9415 5587
Tel: +61 2 8022 7909 (calls outside Australia)
Troy Resources Limited: Azimuth Resources Limited:
Paul Benson, Chief Executive Officer Russell Clark, Chief Executive Officer
Tel: +61 8 9481 1277 Tel: +61 8 9381 2488

Notice under section 650F of the Corporations Act Troy Resources Limited ABN 33 006 243 750 To: Azimuth Resources Limited ABN 87 089 531 082 (Azimuth) ASX Limited

Troy Resources Limited (Troy) gives notice under subsection 650F of the Corporations Act 2001 (Cth) (Act) declaring that:

1. each of the offers dated 13 May 2013 contained in the bidder's statement dated 9 May 2013 as supplemented by a supplementary bidder's statement dated 24 May 2013 and varied by notices of variation dated 7 June 2013 and 21 June 2013 (Bidder's Statement), forali of the fully paid ordinary shares in Azimuth (Offer), and each contract resulting from acceptance of the Offer, is free from ali of the conditions set out in section 14.9 of the Bidder's Statement; and

2. Troy's voting power in Azimuth (including acceptance instructions under the lnstitutional

Acceptance Facility) is 78.23% as at 2.00pm (Sydney time), 2 July 2013.

Dated: 2 July 2013 PauiBenson Managing Director For and on behalf of Troy Resources Limited
distributed by