ALTAMIN LIMITED — Capital/Financing Update 2019

Mar 7, 2019

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Alta Zinc Limited

ABN

63 078 510 988

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 Fully paid ordinary shares ( Shares ) to be issued

• 2 Number of[+] securities issued or Up to 1,095,172,566 Shares pursuant to a 4 for to be issued (if known) or 5 non-renounceable rights issue. This number maximum number which may excludes any allowance for shares issued in the be issued event that any option holders exercise their right to convert their securities to ordinary shares prior to the record date of 13 March 2019 ( Record Date ). This number is subject to reconciliation of entitlements and rounding up.

• 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.

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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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Yes, with fully paid ordinary shares
	$0.004(0.4cent) perShare
	The Rights Issue is being undertaken to provide the Company with funding to undertake the following activities as part of its ongoing strategy for advancing the Gorno Project: • conduct a resource definition drilling campaign for Pian Bracca, the highest priority exploration target within the Gorno Project Area to the east of the existing Colonna Zorzone deposit; • subject to receiving positive results from the drilling campaign, incorporate the interpretations and conclusions into an “upscaled” development plan for the Gorno Project; • in parallel with the above resource definition related work, complete the winter environmental baseline monitoring required to finalise the Environmental Impact Assessment; and • finalise the application and renewal of the Monica Mining licence and other exploration licences at the Gorno Project. In addition to the work on the Company’s flagship Gorno Project, the funds will also be applied to: • evaluate the potential of Punta Corna, the site of historic cobalt mining in Piedmont, northern Italy where the Company announced positive “maiden” sampling results late last year; • continue value enhancing activities on exploration projects held in Australia; and • meet general working capital requirements as they arise.

• See chapter 19 for defined terms.

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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 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	Yes
	30 November 2018
	Nil
	Nil
	Nil
	1,095,172,566
	Not Applicable
	Not Applicable
	Listing Rule 7.1 – 369,620,741 Listing Rule 7.1A – 246,413,827

• See chapter 19 for defined terms.

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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. Expected to occur on 12 April 2019 Number +Class 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) 2,464,138,274 Fully paid ordinary shares Number +Class 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 2,000,000 2,000,000 2,000,000 2,250,000 2,250,000 2,250,000 1,250,000 1,250,000 1,250,000 4,000,000 4,000,000 250,000 2,000,000 2,000,000 2,000,000 11,750,000 Options exercisable @ $0.05 per ordinary share, expiry 30 April 2019 Options exercisable at $0.10 per ordinary share, expiry 30 April 2019 Options exercisable at $0.15 per ordinary share, expiry 30 April 2019 Options exercisable at $0.05 per ordinary share, expiry 14 January 2020 Options exercisable at $0.10 per ordinary share, expiry 14 January 2020 Options exercisable at $0.15 per ordinary share, expiry 14 January 2020 Options exercisable at $0.12 per ordinary share, expiry 30 June 2020 Options exercisable at $0.18 per ordinary share, expiry 30 June 2020 Options exercisable at $0.24 per ordinary share, expiry 30 June 2020 Options exercisable at $0.12 per ordinary share, expiry 18 November 2020 Options exercisable at $0.18 per ordinary share, expiry 18 November 2020 Options exercisable at $0.24 per ordinary share, expiry 18 November 2020 Options exercisable at $0.10 per ordinary share, expiry 28 February 2022 Options exercisable at $0.15 per ordinary share, expiry 28 February 2022 Options exercisable at $0.20 per ordinary share, expiry 28 February 2022 Options vesting 30 June 2019 exercisable at $0.025 per ordinary share, expiry 30 June 2020	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. Expected to occur on 12 April 2019 Number +Class 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) 2,464,138,274 Fully paid ordinary shares Number +Class 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 2,000,000 2,000,000 2,000,000 2,250,000 2,250,000 2,250,000 1,250,000 1,250,000 1,250,000 4,000,000 4,000,000 250,000 2,000,000 2,000,000 2,000,000 11,750,000 Options exercisable @ $0.05 per ordinary share, expiry 30 April 2019 Options exercisable at $0.10 per ordinary share, expiry 30 April 2019 Options exercisable at $0.15 per ordinary share, expiry 30 April 2019 Options exercisable at $0.05 per ordinary share, expiry 14 January 2020 Options exercisable at $0.10 per ordinary share, expiry 14 January 2020 Options exercisable at $0.15 per ordinary share, expiry 14 January 2020 Options exercisable at $0.12 per ordinary share, expiry 30 June 2020 Options exercisable at $0.18 per ordinary share, expiry 30 June 2020 Options exercisable at $0.24 per ordinary share, expiry 30 June 2020 Options exercisable at $0.12 per ordinary share, expiry 18 November 2020 Options exercisable at $0.18 per ordinary share, expiry 18 November 2020 Options exercisable at $0.24 per ordinary share, expiry 18 November 2020 Options exercisable at $0.10 per ordinary share, expiry 28 February 2022 Options exercisable at $0.15 per ordinary share, expiry 28 February 2022 Options exercisable at $0.20 per ordinary share, expiry 28 February 2022 Options vesting 30 June 2019 exercisable at $0.025 per ordinary share, expiry 30 June 2020	Expected to occur on 12 April 2019	Expected to occur on 12 April 2019	Expected to occur on 12 April 2019
		Number		+Class
		2,464,138,274		Fully paid ordinary shares
	Number		+Class
	2,000,000 2,000,000 2,000,000 2,250,000 2,250,000 2,250,000 1,250,000 1,250,000 1,250,000 4,000,000 4,000,000 250,000 2,000,000 2,000,000 2,000,000 11,750,000		Options exercisable @ $0.05 per ordinary share, expiry 30 April 2019 Options exercisable at $0.10 per ordinary share, expiry 30 April 2019 Options exercisable at $0.15 per ordinary share, expiry 30 April 2019 Options exercisable at $0.05 per ordinary share, expiry 14 January 2020 Options exercisable at $0.10 per ordinary share, expiry 14 January 2020 Options exercisable at $0.15 per ordinary share, expiry 14 January 2020 Options exercisable at $0.12 per ordinary share, expiry 30 June 2020 Options exercisable at $0.18 per ordinary share, expiry 30 June 2020 Options exercisable at $0.24 per ordinary share, expiry 30 June 2020 Options exercisable at $0.12 per ordinary share, expiry 18 November 2020 Options exercisable at $0.18 per ordinary share, expiry 18 November 2020 Options exercisable at $0.24 per ordinary share, expiry 18 November 2020 Options exercisable at $0.10 per ordinary share, expiry 28 February 2022 Options exercisable at $0.15 per ordinary share, expiry 28 February 2022 Options exercisable at $0.20 per ordinary share, expiry 28 February 2022 Options vesting 30 June 2019 exercisable at $0.025 per ordinary share, expiry 30 June 2020

• See chapter 19 for defined terms.

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11,750,000 Options vesting 30 June 2020 exercisable at $0.05 per ordinary share, expiry 30 June 2022 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) The Company does not currently have a dividend policy. Part 2 - Pro rata issue 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 4 new Shares for every 5 Shares held at the RecordDate 14 +Class of+securities to which the offer relates Fully paid ordinary shares 15 +Record date to determine entitlements 7.00pm (AEDT) on 13 March 2019 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Not Applicable 17 Policy for deciding entitlements in relation to fractions Round up to the nearest whole number 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. None 19 Closing date for receipt of acceptances or renunciations 5.00pm (AEDT) on 5 April 2019 20 Names of any underwriters Not applicable 21 Amount of any underwriting fee or commission Not applicable 22 Names of any brokers to the issue Not applicable	11,750,000	11,750,000	Options vesting 30 June 2020 exercisable at $0.05 per ordinary share, expiry 30 June 2022
	The Company does not currently have a dividend policy.
		No Non-renounceable 4 new Shares for every 5 Shares held at the RecordDate Fully paid ordinary shares 7.00pm (AEDT) on 13 March 2019 Not Applicable Round up to the nearest whole number None 5.00pm (AEDT) on 5 April 2019 Not applicable Not applicable Not applicable
		Not applicable

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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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	Not applicable
	Not Applicable
	Not Applicable
	Expected to occur 18 March 2019
	8 March 2019
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Expected to occur on 12 April 2019

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1 X

• (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

Entities that have ticked box 34(a) Not Applicable

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

Entities that have ticked box 34(b)

38 Number of[+] securities for which Not Applicable

+quotation is sought

39 +Class of +securities for which Not Applicable quotation is sought

• See chapter 19 for defined terms.

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40 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)	Not Applicable
	Not Applicable
	Number	+Class
	Not Applicable

• See chapter 19 for defined terms.

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Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [137 x 72] intentionally omitted <==

Sign here: ....................................................Date: 8 March 2019 (Director and Company secretary) Print name: Stephen Hills..................................................

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

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 1,096,238,436 securities on issue 12 months before the +issue date or date of agreement to issue Add the following:

• Number of fully paid[+] ordinary securities 1,095,172,566 Shares (Rights Issue – issued in that 12 month period under an March 2019) exception in rule 7.2 164,435,765 fully paid ordinary shares • Number of fully paid[+] ordinary securities issued on 19 April 2018 by placement and issued in that 12 month period with ratified by shareholders on 30 November shareholder approval 2018. 108,291,507 fully paid ordinary shares issued on 19 April 2018 by placement and ratified by shareholders on 30 November 2018.

• Number of partly paid[+] ordinary securities that became fully paid in that Nil 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

Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 2,464,138,274

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	369,620,741
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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	Nil
“C”	Nil
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	369,620,741
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	369,620,741 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 2,464,138,274 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 246,413,827

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued Nil 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” Nil

• See chapter 19 for defined terms.

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	246,413,827
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	246,413,827 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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