Issue of Performance Rights to Directors

30 October 2015

Nyota Minerals Limited

('Nyota' or 'the Company')

Issue of Performance Rights to Directors

The Board of Nyota Minerals Limited (ASX/AIM:NYO) announces that the Board proposes to issue in aggregate 72,000,000 Performance Rights (representing 4.8 per cent. of the current issued share capital of the Company in the event that all these rights convert into ordinary shares ) to Michael Langoulant, Richard Chase and Dr Evan Kirby, all Directors of the Company (the "Directors"), conditional on shareholder approval of the issue at the annual general meeting of shareholders convened for 30 November 2015 ("Meeting"), notice of which was posted to shareholders earlier today (the "Notice").

The Company proposes that the Directors be granted one class of Performance Rights (in three tranches), for nil consideration. The Performance Rights will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow). The full terms and conditions attaching to the Performance Rights are set out in the Appendix to this announcement and in the Notice.

The number of Performance Rights to be issued is as follows:

Each Performance Right will vest as one new fully paid ordinary share in the capital of the Company ("Share") upon the satisfaction of the following vesting conditions:

The Board has opined on the technical value of the Performance Rights (in consultation with its Auditors) as follows:

This valuation imputes a total value of A$34,625 to the Performance Rights. The value may go up or down after the date of valuation as it will depend on the future price of a Share and whether any vesting conditions are met. The Black Scholes Pricing Model has been used to value the Performance Rights, with the following assumptions and parameters:

The Performance Rights will be granted for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights upon the satisfaction of a Vesting Condition. Consequently, no funds will be raised by the Company in respect of the Performance Rights.

For further information please visit www.nyotaminerals.com or contact:

Appendix

Terms of Performance Rights

A summary of the terms and conditions of the Performance Rights is set out below:

(a) (Vesting Date): The Performance Rights for each holder shall vest as follows:

(b) (Vesting): At each Vesting Date, the Company shall notify the holder in writing that the relevant Performance Rights have vested (Vested Performance Rights).

(c) (Consideration): The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights on the Vesting Dates.

(d) (Vesting at the option of the Performance Right Holders): Upon the vesting conditions have been met each Performance Right will vest into one Share only upon the written election of the Performance Right holder.

(e) (Lapse of a Performance Right): A Performance Right will lapse upon the earlier to occur of:

(i) the last date by which the relevant Vesting Condition can be satisfied;

(ii) the Performance Right lapsing in accordance with rule (f); or

(iii) the Performance Right lapsing in accordance with a provision of rule (g).

(f) (Fraudulent or dishonest action): If a holder ceases to be:

(i) a full-time or permanent part-time employee of the Company;

(ii) a director or company secretary of the Company; or

(iii) otherwise hold a position in the Company that is approved by the Board,

(Eligible Person) in circumstances where the cessation or termination is specifically referenced to the holder having been found to have acted fraudulently or dishonestly in the performance of his or her duties, then:

(i) the Board must deem any Performance Rights of the holder to have immediately lapsed and be forfeited; and

(ii) any Performance Rights that have vested will continue in existence in accordance with their terms of issue and any Shares issued on vesting will remain the property of the holder.

(g) (Ceasing to be an Eligible Person): If a holder ceases to be an Eligible Person in circumstances where the cessation or termination arises because the holder:

(i) unless the Board determines otherwise in accordance with rule (h)(iv), voluntarily resigns his or her position as an Eligible Person (other than to take up employment with a subsidiary of the Company);

(ii) wilful breaches the terms of the engagement of the holder or any policy of the Company's published policies regulating the behaviour of Eligible Persons;

(iii) is convicted of a criminal offence which, in the reasonable opinion of the Company, might tend to injure the reputation or the business of the Company; or

(iv) is found guilty of a breach of the Corporations Act and the Board considers that it brings the holder or the Company into disrepute,

then:

(i) the Board must deem any Performance Rights of the holder to have immediately lapsed and be forfeited; and

(ii) any Performance Rights that have vested will continue in existence in accordance with their terms of issue and any Shares issued on vesting will remain the property of the holder.

(h) (Other circumstances where): The Performance Rights will not lapse and be forfeited where the holder ceases to be an Eligible Person for one of the following reasons:

(i) death or total permanent disability (in respect of total permanent disability being that because of a sickness or injury, the holder is unable to work in his or her own or any occupation for which they are suited by training, education, or experience for a period beyond one year);

(ij) retirement (being where the holder ceases being an Eligible Person due to reaching the legal age for retirement);

(iii) redundancy (being where the holder ceases to be an Eligible Person due to the Company no longer requiring the holder's position to be performed by any person); or

(iv) any other reason, other than a reason listed in rules (f) and (g) (other than (g)(i)), that the Board determines is reasonable to permit the holder to retain his Performance Rights,

and in those circumstances the Performance Rights will continue to be subject to the relevant Vesting Condition.

(i) (Takeover, Scheme of Arrangement or Change of Control): the Performance Rights will automatically vest where:

(i) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and the Shareholders of the Company approve the proposed compromise or arrangement at such meeting;

(ii) a takeover bid:

(A) is announced;

(B) has become unconditional; and

(C) the person making the takeover bid has a Relevant Interest (as that term is defined in the Corporations Act) in 50% or more of the Shares; or

(iii) any person acquires a Relevant Interest (as that term is defined in the Corporations Act) in 50.1% or more of the Shares by any other means.

(j) (Share ranking): All Shares issued upon the vesting of Performance Rights will upon issue rank pari-passu in all respects with other Shares.

(k) (Listing of Shares on ASX): The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the vesting of Performance Rights on ASX within the period required by ASX.

(l) (Transfer of Performance Rights): Performance Rights are only transferable:

(i) with the consent of the Board; or

(ii) by force of law upon death to the Eligible Person's legal personal representative or upon bankruptcy to the Eligible Person's trustee in bankruptcy.

(m) (Pro rata issue of securities): Subject to the Corporations Act and the ASX Listing Rules, if, during the term of any Performance Right, the Company makes a pro rata issue of securities to the Company's Shareholders by way of a rights issue, the holder shall be entitled to participate in the rights issue on the same terms as the Company's Shareholders as if the Performance Rights were vested prior to the record date for determining entitlement under the rights issue.

A holder will not be entitled to any adjustment to the number of Shares issued on the vesting of the Performance Right to which the holder is entitled as a result of the Company undertaking a rights issue.

(n) (Adjustment for bonus issue): If securities are issued pro-rata to Shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the number of Performance Rights to which each holder is entitled, will be increased by that number of securities which the holder would have been entitled if the Performance Rights held by the holder were vested immediately prior to the record date of the bonus issue, and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the bonus issue.

(0) (Adjustment for reconstruction): In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Performance Rights to which each Eligible Person is entitled, will be adjusted in the manner determined by the Board to ensure that no advantage or disadvantage accrues to the holder as a result of such corporate actions and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(p) (Dividend and Voting Rights): the Related Parties are not entitled to vote nor to receive dividends as a result of their holding Performance Rights

ENDS