Aphrodite Gold : Amended App 3B

22 August 2016

The Company Announcements Office Australian Securities Exchange Limited

ALLOTMENT OF SHARE PURCHASE PLAN SHARES - Amended App 38

The Company wishes to announce that it is lodging an amended Appendix 38 from the App 38 lodged earlier today due to small rounding errors in the number of shares issued.

The Company apologizes for the need for this minor revision.

Yours faithfully

Michael Beer Company Secretary

Address: 116 Harrick Road, Keilor Park, VIC, 3042 Ph: [phone] info a hrodite i om.au www.a hrodite old.com.au ABN 61138 879 928

Appendix 3B New issue announcement Appendix 38

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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/o7/96 Origin: Appendix 5 Amended 01/o7/98, 01/o9/99, 01/o7/oo, 30/o9/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

rphrodite Gold Ltd

ABN

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 I Ordinary Shares be issued

---'

2 Number of +securities issued or 128,973,726 shares to be issued (if known) or

maximum number which may be issued

3	Principal	terms	of the	Fully paid ordinary shares
+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)

+ See chapter 19 for defined terms.

Appendix 3B Page 1

Appendix 3B New issue announcement

Yes

1. 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

2. Issue price or consideration

3. Purpose of the issue

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

Yes

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.iA?

IfYes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

The shares have been issued pursuant to the Company's Share Purchase Plan.

The funds will be pooled with the funds raised under the Placement announced on

22 June 2016 and will be applied to the current drilling and other work associated with completion of a Pre-Feasibility Study which is currently in progress.

1 1.9 cents per share

6b The date the security holder 1 27 November 2015

resolution under rule 7.iA was passed

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

issued I Nil

holder .

+ See chapter 19 for defined terms. Appendix 38 Page 2

6d Number of +securities issued I Nil with security holder approval

Appendix 3B New issue announcement

under rule 7.iA '-----'

128,973,726 shares

General Meeting held on 19 August 2016

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

NIA

6g If +securities issued under rule 7.IA, was issue price at least 75% of 15 day VWAP as calculated under rule 7.IA.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.iA for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Nil

6i Calculate the entity's remaining I See Annexure 1

issue capacity under rule 7.1and

rule 7.IA - complete Annexure 1

and release to ASX Market

Announcements '-----'

22 August 2016

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.

Number	+Class
704,291,438	Fully paid ordinary shares.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all

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

+ See chapter 19 for defined terms.

Appendix 38 Page 3