ALTAMIN LIMITED - Capital/Financing Update 2020

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10 July 2020

Dear Alta Zinc Shareholder

ALTA ZINC LIMITED - SHARE PURCHASE PLAN OFFER DOCUMENT AND TERMS AND CONDITIONS

1. Introduction

On behalf of the Directors of Alta Zinc Limited (ABN 63 078 510 988) ( Company or Alta Zinc ), I am pleased to offer Eligible Shareholders (as defined in paragraph 3 of the enclosed Terms and Conditions) the opportunity to participate in the Alta Zinc Limited Share Purchase Plan ( Plan ) .

Under the Plan, Eligible Shareholders may apply to purchase up to $30,000 worth of new fully paid ordinary shares in the Company ( New Shares ) (subject to any discretionary scale back) at an issue price of $0.004 per New Share ( Issue Price ) without paying brokerage or other transaction costs. Also being offered, subject to shareholder approval, is one free attaching option for every three New Shares issued exercisable at $0.01 and having an expiry date of 31 January 2022 ( SPP Options ).

The offer of SPP Options to eligible shareholders will be made separately under a prospectus ( Prospectus ). The Prospectus is enclosed with this letter. Applicants should consider the Prospectus when deciding whether to apply for the SPP Options.

The issue of the SPP Options is subject to shareholder approval. Shareholder approval will be sought in a general meeting expected to be held around mid-August 2020. If Shareholders do not approve the issue of the SPP Options, the Company will withdraw the offer the subject of the Prospectus and will issue the New Shares but it will not issue any SPP Options. By submitting an application (using the BPAY facility or otherwise), you acknowledge you may not be issued SPP Options.

The Issue Price of the New Shares represents a discount of 20% to the volume weighted average price of fully paid ordinary shares ( Shares ), calculated over the last 5 trading days on which sales of Shares were recorded before the day on which the Plan was announced.

The Plan will allow all Eligible Shareholders to subscribe for New Shares at the same price as the placement of up to 890,537,181 Shares to professional and sophisticated investors together with 296,845,727 free attaching options (exercisable at $0.01 and having an expiry date of 31 January 2022)[1] to raise approximately $3.6 million (before costs), as announced by the Company on 25 June 2020 ( Placement )[2] .

As a fellow shareholder, I have indicated to the Company that I intend to take up my maximum entitlement under the Plan (subject to scale-back if oversubscribed).

Full details in relation to the Plan are set out in the enclosed Terms and Conditions and Application Form.

2. Purpose of the Plan and Use of Funds

As announced on 25 June 2020 , the Company is targeting to raise approximately $500,0000 under the

1 One free attaching option for every three Shares issued ( Placement Options

2 The Placement is being conducted in two tranches. The Shares the subject of the first tranche of the Placement were issued on 1 July 2020. The issue of the Shares the subject of the second tranche of the Placement and all of the Placement Options attaching to Shares issued under the Placement are subject to Shareholder approval which will be sought prior to the closing date of the SPP.

Plan (subject to oversubscriptions).

Funds raised under the Placement and SPP will ensure Alta is well funded to continue the underground diamond drilling programme, aiming to extend the thick and high grade mineralisation identified to date at Pian Bracca and to explore for extensions of that mineralisation at Ponente and other high priority targets which have been generated by the Company’s high grade channel sampling and historical structural and exploration data. Funds raised will also be used for costs associated with the drilling programmes, corporate costs, general working capital requirements and costs associated with the Placement and SPP. Drilling has commenced during the week starting July 6th and is planned to continue throughout 2020.

3. Summary of the Offer

The following is a summary of the key details in relation to the offer of New Shares under the Plan ( Offer ). Please carefully read the full terms and conditions of the Offer, as you will be bound by them.

(a) Offer to Eligible Shareholders only : You are eligible to apply for New Shares under the Offer if:
(i) your registered address, as recorded in the Company’s register of members, is in Australia, New Zealand, United Kingdom, Italy, Singapore and Hong Kong; and
(ii) you were registered as a holder of fully paid ordinary shares ( Shares ) in the Company as at 5.00pm (WST) on 24 June 2020 (being the Record Date for the Offer, ( Eligible Shareholder ).
(b) Optional, but not transferable : Participation in the Plan is optional, but the right of Eligible Shareholders to participate in the Plan is not transferable.
(c) Issue Price : The Issue Price of New Shares under the Offer is $0.004 per New Share. The Issue Price represents a discount of 20% to the volume weighted average price of Shares, calculated over the last 5 trading days on which sales of Shares were recorded before the day on which the Plan was announced.

The Issue Price is the same as the subscription price for the Placement.

(d) Maximum/minimum amounts and increments : If you are an Eligible Shareholder, you may apply to purchase a parcel of New Shares for a minimum price of $1,000 and up to a maximum price of $30,000. Eligible Shareholders have the ability to subscribe for ten different parcels of New Shares with free attaching SPP Options (offered pursuant to the Prospectus) as follows:

	Subscription Amount ($A)	New Shares to be issued at $0.004 per New Share	SPP Options to be issued3
Option A	$1,000 (minimum)	250,000	83,333
Option B	$2,000	500,000	166,666
Option C	$4,000	1,000,000	333,333
Option D	$5,000	1,250,000	416,666
Option E	$7,500	1,875,000	625,000
Option F	$10,000	2,500,000	833,333
Option G	$15,000	3,750,000	1,250,000
Option H	$20,000	5,000,000	1,666,666

3 Fractional entitlements to SPP Options will be rounded down. The issue of SPP Options is subject to shareholder approval as outlined on page 1.

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Option I	$25,000	6,250,000	2,083,333
Option J	$30,000 (maximum)	7,500,000	2,500,000

If you have two or more registered holdings of Shares, the total value of all your applications must not exceed $30,000. The Company reserves the right to decline applications from multiple registered holdings if the total exceeds $30,000, including where those registered holdings are in similar, but not identical names, are held directly or indirectly, or are held alone or with others.

(e) Scale back and oversubscriptions : The Company is targeting to raise $500,000 under the Plan, and in the circumstance that $500,000 is received before the closure of subscriptions, the Directors reserve the right to close the Offer early by announcement of a revised timetable to ASX. However, should total demand exceed this amount, the Directors reserve the right to accept oversubscriptions or to scale back applications in their absolute discretion.

If a scale back is applied, you may be issued New Shares and SPP Options to a value that is less than the application amount you applied for. The balance of any application monies that is not applied to acquire New Shares will be returned to you without interest.

Pursuant to the ASX Listing Rules, the maximum number of New Shares that could be issued under the Plan is 30% of the number of Shares already on issue.

The allocation of New Shares will be at the absolute discretion of the Directors from time to time – the Company reserves the right to issue fewer New Shares and SPP Options than an Eligible Shareholder applies for under the Plan, or no New Shares and SPP Options, in its absolute discretion or if the Company believes it is not permitted to issue the New Shares and SPP Options as a result of any law or ASX Listing Rule.

Any determination by the Directors in respect of any oversubscriptions or scaling back will be final.

(f)

Quotation

Application for quotation on ASX of the New Shares will be made immediately following issue of those Shares.

The Company will apply to ASX for Official Quotation of the SPP Options within 7 days after the date of the Prospectus.

4. Application procedure

The Offer opens at 9.00am (WST) on 10 July 2020 and closes at 5.00pm (WST) on 28 August 2020. No late applications will be accepted; however, the Directors reserve the right to extend the closing date at their discretion or close the Offer early in their sole and absolute discretion.

To apply for New Shares under the Plan, Eligible Shareholders may either:

(a) complete and return the enclosed Application Form, completed in accordance with the instructions on that form, together with a cheque, bank draft or money order drawn on an Australian bank in Australian dollars; or
(b) pay directly via BPAY® on the internet or by telephone, in accordance with the instructions on the enclosed Application Form (for shareholders with an eligible Australian bank account only).

Application Forms must be received by the Company’s share registry, or a BPAY® payment must be received by no later than 5.00pm (WST) on 28 August 2020.

Full details of how to apply for New Shares under the Plan are set out in the enclosed Terms and Conditions and Application Form.

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The Company encourages Shareholders who wish to participate to act promptly in submitting their Application Form.

5. Additional information

You should be aware that the market price of Shares on ASX may rise and fall between the date of the Offer and the date that the New Shares are issued under the Plan. This means that the price you pay per New Share under this Offer may be either higher or lower than the price of Shares at the date of this Offer.

The New Shares are a speculative investment and there can be no certainty that New Shares will trade at or above the Issue Price following completion of the Offer.

The Plan does not take into account the individual investment objectives, financial situation, tax position or particular needs of each Eligible Shareholder. You should consider seeking independent legal, financial and taxation advice before making a decision whether or not to accept the Offer.

The Plan may be changed, suspended or terminated by the Company at any time.

Please carefully read the accompanying Terms and Conditions relating to the Offer, as you will be bound by them if you accept the Offer.

If you have any queries, please contact Mr Stephen Hills, Company Secretary on +61 8 9321 5000.

Yours sincerely

Mr Geraint Harris Managing Director

THIS DOCUMENT MAY NOT BE RELEASED OR DISTRIBUTED IN THE UNITED STATES

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ALTA ZINC LIMITED SHARE PURCHASE PLAN TERMS AND CONDITIONS

Alta Zinc Limited (ABN 863 078 510 988) ( the Company ), would like to offer Eligible Shareholders (as defined in paragraph 3 below) the opportunity to participate in the Alta Zinc Limited Share Purchase Plan ( Plan ) and subscribe for new fully paid ordinary shares in the Company ( New Shares ) on the terms and conditions set out below ( Terms and Conditions ).

Also being offered is one free attaching option for every three New Shares issued exercisable at $0.01 and having an expiry date of 31 January 2022 ( SPP Options ). The offer of SPP Options to eligible shareholders will be made separately under a prospectus ( Prospectus ). The issue of the SPP Options is subject to shareholder approval. Shareholder approval will be sought in a general meeting expected to be held around mid-August 2020. If Shareholders do not approve the issue of the SPP Options, the Company will withdraw the offer the subject of the Prospectus and will issue the New Shares but it will not issue any SPP Options. By submitting an application (using the BPAY facility or otherwise), you acknowledge you may not be issued SPP Options.

The Company is targeting to raise up to $500,000 under the Plan (subject to oversubscriptions). By accepting the offer to subscribe for New Shares under the Plan and SPP Options pursuant to the Prospectus, you will have agreed to be bound by these Terms and Conditions and the Company’s constitution.

1. ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547

The Offer has been structured to comply with the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (as may be amended from time to time) ( ASIC Instrument 2019/547 ).

2. Key Dates

Event	Date
Record Date for determining entitlement	5.00pm (WST) on 24 June 2020
Opening date and despatch of Offer letter	9.00am (WST) on 10 July 2020
Lodge Appendix 2A in respect of New Shares under the Plan and SPP Options	Within 7 days of the Opening date
Closing date	5.00pm (WST) on 28 August 2020
Issue of New Shares under the Plan and SPP Options	4 September 2020
Trading of New Shares and SPP Options expected to commence	7 September 2020
Dispatch of holding statements / refund advice (if applicable)	7 September 2020

No late applications will be accepted, however the timetable is indicative only. The Company reserves the right to change the timetable or cancel the Plan at any time before the new Shares are issued, subject to regulatory requirements. The Company encourages shareholders who wish to participate to act promptly in submitting their Application Form. The Company reserves the right to close the Plan early, in its sole and absolute discretion, should it be considered necessary to do so, by making an announcement to the ASX.

3. Who is eligible to participate in the Offer?

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You are eligible to apply for New Shares in the Offer if:

(a) your registered address, as recorded in the Company’s register of members, is in Australia, New Zealand, United Kingdom, Italy, Singapore or Hong Kong; and
(b) you were registered as a holder of fully paid ordinary shares in the Company as at 5.00pm (WST) on 24 June 2020 (being the Record Date for the Offer),

( Eligible Shareholder ).

The Offer to each Eligible Shareholder is made on the same Terms and Conditions.

The Offer is non-renounceable, which means you may not transfer your right to subscribe for New Shares under the Offer to anyone else.

4. How much can you invest in the Offer?

Subject to paragraph 10, if you are an Eligible Shareholder under the Plan, you can subscribe for New Shares with free attaching SPP Options (offered pursuant to the Prospectus) as follows:

	Subscription Amount ($A)	New Shares to be issued at $0.004 per New Share	SPP Options to be issued4
Option A	$1,000 (minimum)	250,000	83,333
Option B	$2,000	500,000	166,666
Option C	$4,000	1,000,000	333,333
Option D	$5,000	1,250,000	416,666
Option E	$7,500	1,875,000	625,000
Option F	$10,000	2,500,000	833,333
Option G	$15,000	3,750,000	1,250,000
Option H	$20,000	5,000,000	1,666,666
Option I	$25,000	6,250,000	2,083,333
Option J	$30,000 (maximum)	7,500,000	2,500,000

Please note that the maximum limit of $30,000 applies to you even if you receive more than one Offer from the Company.

If you are the only registered holder of a holding of Shares, but you receive more than one offer under the Plan (for example, due to multiple registered holdings), you may only apply in aggregate for a maximum of $30,000 worth of New Shares.

If you are registered with one or more persons as the joint shareholders of a holding of Shares, that joint holding is considered to be a single registered holding for the purposes of the Plan and the joint holders are entitled to participate in the Plan in respect of that single holding only. If the same joint holders receive more than one offer under the Plan due to multiple identical holdings, the joint holders may only apply in aggregate for a maximum of $30,000 worth of New Shares.

By applying to purchase Shares under the Plan, you certify you have not exceeded this $30,000 limit and

4 Fractional entitlements to SPP Options will be rounded down. The issue of SPP Options is subject to shareholder approval as outlined on page 1.

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(a) if you are a Custodian – you make the certifications set out in paragraph 13 of the Terms and Conditions; and
(b) if you are not a Custodian – you make the certifications set out in paragraph 14 of the Terms and Conditions.

No fractions of New Shares will be issued. The number of New Shares to be issued to you will be calculated by dividing the aggregate application money that you pay in applying for New Shares by the Issue Price of $0.004, then rounding down to the nearest whole number. No fractions of SPP Options will be issued. Fractional entitlements to SPP Options will be rounded down.

All amounts in this Offer are expressed in Australian dollars. Your application monies will be held on trust, pending the issue of New Shares and any applicable refund. If you do not provide the exact amount, the Company reserves the right to return your BPAY® payment or your Application Form and cheque, bank draft or money order (without interest). If the Company returns your BPAY® payment or Application Form and cheque, bank draft or money order (without interest), no New Shares will be issued to you.

5. How do you apply for New Shares and SPP Options?

Please refer to the instructions on page 13 of this Booklet.

6. Foreign offer restrictions

This document may not be released or distributed outside Australia, New Zealand, United Kingdom, Italy, Singapore or Hong Kong.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Information for New Zealand investors

The New Shares under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the Offer of New Shares under the Plan is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Information for UK investors

Neither the information in this document nor any other document relating to the SPP has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ( FSMA )) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to fewer than 150 persons (other than "qualified investors" (within the meaning of 11 section 86(7) of FSMA)) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA.

This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be

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communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) FSMA does not apply to the Company.

Information for Italian investors

The offering of the New Shares in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, no offering material relating to the New Shares may be distributed in Italy and the New Shares may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58"), other than:

to qualified investors ("Qualified Investors"), as defined in Article 100 of Decree No. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999, as amended ("Regulation No. 1197l"); and
in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971.

Any offer, sale or delivery of the New Shares or distribution of any offer document relating to the New Shares in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 (as amended) and any other applicable laws;
in compliance with Article 129 of the Italian Banking Act and the implementing guidelines of the Bank of Italy, as amended, pursuant to which the Bank of Italy may request information on the offering or issue of securities in Italy; and
in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

Investors should also note that, in any subsequent distribution of New Shares in Italy, Article 100-bis of Decree No. 58 may require compliance with the law relating to public offers of securities. Furthermore, when New Shares are placed solely with Qualified Investors and are then systematically resold on the secondary market at any time in the 12 months following such placing, purchasers of New Shares who are acting outside of the course of their business or profession may in certain circumstances be entitled to declare such purchase void and, in addition, to claim damages from any authorised person at whose premises the New Shares were purchased, unless an exemption under Decree No. 58 applies.

Information for Singaporean investors

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an existing holder of the Company's shares. In the event that you are not such a shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire

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New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Information for Hong Kong investors

This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (SFO). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

7. Is the Offer optional?

The Offer is entirely optional and is subject to these Terms and Conditions. You do not have to participate if you do not want to.

8. How was the Issue Price determined?

The issue price of New Shares under the Offer is $0.004 per New Share ( Issue Price ). The Issue Price represents a discount of 20% to the volume weighted average price of Shares, calculated over the last five trading days on which sales of fully paid ordinary shares in the Company ( Shares ) were recorded before the day on which the Plan was announced. This is the same price as that offered under the recent placement to professional and sophisticated investors announced on 25 June 2020.

9. Important information on price risk to consider

Before deciding whether to accept the Offer, you should refer to the current market price of shares in the Company, which can be obtained from the financial pages of your daily newspaper, your stockbroker, your financial adviser, or ASX by searching the Company’s code/ticker; AZI. Please note that the market price of Shares in the Company may rise or fall between the date of this Offer and the date when the New Shares are issued to you under the Plan. This means that the price you pay per New Share under this Offer may be either higher or lower than the price of Shares at the date of this Offer.

The New Shares are a speculative investment and there can be no certainty that New Shares will trade at or above the Issue Price following completion of the Offer.

In determining whether you wish to participate in this Offer and the extent to which you participate, you should seek your own personal legal, financial and/or taxation advice referable to your own circumstances.

10. Scale back and oversubscriptions

The Company is targeting to raise $500,000 under the Plan, however, should total demand exceed this

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amount, the Directors reserve the right to accept oversubscriptions or to scale back applications in their absolute discretion. In the circumstance that $500,000 is received before the closure of subscriptions, the Directors reserve the right to close the Offer early by announcement of a revised timetable to ASX.

Without limiting the above, the Company reserves the right to issue fewer New Shares than an Eligible Shareholder applies for under the Plan, or no New Shares and any determination by the Directors in respect of any scaling back will be final.

Pursuant to the ASX Listing Rules, the maximum number of New Shares that could be issued under the Plan is 30% of the number of fully paid ordinary shares already on issue. If the Company raises $500,000 under the Plan, 125,000,000 New Shares and 41,666,667 SPP Options will be issued.

In the event the Company wishes to allot fewer New Shares than an Eligible Shareholder applies for or is not permitted to issue all the New Shares offered as a result of any law or ASX Listing Rule, the allocation of New Shares will be at the absolute discretion of the Directors from time to time.

If a scale back occurs, the Company will refund any excess application money to Eligible Shareholders (without interest).

11. Issue of New Shares and SPP Options

The New Shares and SPP Options will be allotted within 5 business days after the closing date of the Offer.

The Company’s share registry, Automic Group, will send to you a holding statement for the New Shares and SPP Options in due course.

12. What rights will the New Shares carry?

Once the New Shares are issued, they will rank equally with existing Shares and will carry the same voting rights, dividend rights, and entitlements to dividends, rights issues and bonus issues.

The terms and conditions of the SPP Options are set out in the Prospectus.

13. Custodian certificate

If on the Record Date you are a custodian within the definition of "custodian" in ASIC Instrument 2019/547 ( Custodian ) and hold Shares in the Company on behalf of one or more persons (each a Participating Beneficiary ), you may apply for up to a maximum of $30,000 worth of New Shares for each Participating Beneficiary, subject to providing a notice in writing to the Company on application for New Shares pursuant to the Offer certifying the following:

(a) either or both of the following:
(i) that the Custodian holds Shares on behalf of one or more other persons ( Participating Beneficiaries ) that are not Custodians; and
(ii) that another Custodian ( Downstream Custodian ) holds beneficial interests in Shares on behalf of one of more other persons (each a Participating Beneficiary), and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

(i) where paragraph 13(a)(i) applies – the Custodian; and
(ii) where paragraph 13(a)(ii) applies – the Downstream Custodian,

to apply for New Shares on their behalf under the Plan;

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(b) the number of Participating Beneficiaries;
(c) the name and address of each Participating Beneficiary;
(d) in respect of each Participating Beneficiary:
(i) where paragraph 13(a)(i) applies – the number of Shares that the Custodian holds on their behalf and the number or the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and
(ii) where paragraph 13(a)(ii) applies – the number of Shares to which the beneficial interests relate and the number or the dollar amount of New Shares they instructed the Downstream Custodian to apply for on their behalf;
(e) that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $30,000:
(i) the New Shares applied for by the Custodian on their behalf under the Plan with the instructions referred to in paragraph 13(d); and
(ii) any other Shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Plan;
(f) that a copy of the accompanying Offer document and these Terms and Conditions were given to each Participating Beneficiary; and
(g) where paragraph 13(a)(ii) applies – the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary,

( Custodian Certificate ).

In providing a Custodian Certificate under this paragraph 13, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds beneficial interests in the shares in the Company held by the Custodian.

Please contact Automic Group on +61 1300 288 664 for further information about the Custodian application process and for a copy of the Custodian Certificate which is required to be returned with the Application Form.

For the purpose of ASIC Instrument 2019/547, you are a Custodian if you provide a custodial or depository service in relation to Shares and you:

(a) hold an Australian financial services licence covering the provision of a custodial or depository service;
(b) are exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depository service;
(c) hold an Australian financial services licence covering the operation an IDPS or is a responsible entity of an IDPS-like scheme;
(d) are a trustee of a self-managed superannuation fund or a superannuation master trust; or
(e) are a registered holder of shares or interests in the class and is noted on the register of members of the body or scheme as holding the shares or interests on account of another person.

If you hold Shares as a trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple

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single holdings set out in paragraph 4 apply.

14. Shareholder certificate

Subject to paragraph 13, by submitting an Application Form, together with the appropriate payment in the manner specified on page 12, or by making a BPAY ® payment in the manner specified on page 12, you certify, acknowledge, warrant and represent as true, correct and not misleading to the Company that if you are not a Custodian:

(a) you are not applying for New Shares with an application price of more than $30,000 under the Plan (including by instructing a Custodian to acquire New Shares on your behalf under the Plan);
(b) the total of the application price for the following does not exceed $30,000 as at the date of issue of the New Shares under the Plan:
(i) the New Shares you are applying for;
(ii) any Shares or interests in the class issued under a similar arrangement in the 12 months before date of issue of the New Shares under the Plan;
(iii) any other New Shares which you have instructed a Custodian to acquire on your behalf under the Plan; and
(iv) any other Shares or interests in the class issued to a Custodian under an arrangement similar to the Plan in the 12 months before the date of issue of the New Shares under the Plan as a result of you instructing the Custodian or another Custodian, which resulted in you holding a beneficial interest in the Shares or interests.

15. Costs of participation

The only cost to you associated with the Offer is the Issue Price of the number of New Shares you wish to subscribe for. Under the Offer you do not have to pay for brokerage, commission or other transaction costs which would normally apply when you acquire Shares.

16. Can the Company change the Plan?

The Plan may be changed, suspended or terminated by the Company at any time. If the Company changes, suspends or terminates the Plan it will advise ASX. The accidental omission to give notice of changes to or suspension or termination of the Plan or the non-receipt of any such notice will not invalidate the change, suspension or termination.

17. Directors’ participation

The Directors of the Company, as Eligible Shareholders, may participate in the Offer, on the same terms as all other Eligible Shareholders in the Company. The Managing Director, Mr Geraint Harris, is an Eligible Shareholder and has indicated that he intends to participate in the Offer and take up his maximum entitlement (subject to any scale back). Brevistal Pty Ltd (as trustee for the VWM Superannuation Fund A/C) which is a related party of the Executive Chairman, Mr Alexander Burns, is an Eligible Shareholder and has indicated that it intends to participate in the Offer.

18. Will the New Shares and SPP Options be quoted on ASX?

The Company will apply for the New Shares issued to you to be quoted on ASX, within the relevant period specified in the ASX Listing Rules.

The Company will apply to ASX for Official Quotation of the SPP Options within 7 days after the date of the Prospectus.

19. How is a dispute resolved?

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The Company may settle any dispute in connection with the Plan in any manner it thinks fit, whether generally or in relation to any participant, application or New Share. The Company’s decision shall be final and binding.

The Company reserves the right to waive strict compliance with any provision of these Terms and Conditions.

20. Joint holders/joint beneficiaries

If two or more persons are registered on the Company share register as jointly holding Shares, then they are taken to be a single registered holder of Shares and a certification given by any of them is taken to be a certification given by all of them.

21. Discretions regarding applications

The Company has a broad discretion to accept or reject your application to purchase New Shares under the Plan in whole or in part, including if:

(a) your Application Form, cheque, bank draft, money order or BPAY payment is not received, is late, dishonoured, incorrectly completed, incomplete or otherwise determined by the Company to be invalid;
(b) the cheque, bank draft or money order that you enclose with your Application Form is not made out for the exact amount as indicated on the Application Form;
(c) the Company is not satisfied with your certification for any reason, or if you have not provided certification;
(d) the amount of your cheque, bank draft, money order or BPAY payment is not equal to the amount indicated on the Application Form, in which event the Company will:
(i) refund in full your application monies and not allot any New Shares to you; or
(ii) allot to you the number of New Shares that would have been allotted had you applied for the highest parcel that is less than the amount of your payment and refund to you the excess of your application monies by direct credit deposit to your nominated bank account or by cheque; or
(e) the Company has reason to believe that you are not an Eligible Shareholder (subject to compliance with any applicable ASIC or ASX requirements).

The Company must reject applications if required to do so under ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.

22. OPTIONS

The offer of SPP Options is made separately under the Prospectus. Applicants should consider the Prospectus when deciding whether to apply for the SPP Options. The issue of SPP Options is subject to shareholder approval.

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HOW DO YOU APPLY FOR NEW SHARES AND SPP OPTIONS

If you want to participate in this Offer, please carefully read the Terms and Conditions relating to the Offer.
Once an application has been made it cannot be revoked. All valid applications shall be deemed accepted if received before the closing date of the Offer, being 5.00pm (WST) on 28 August 2020.

If your payment is to be by cheque, bank draft and money order:

Complete all the required details in the enclosed Application Form, noting that all amounts are expressed in Australian dollars:
(a) Select the number of New Shares you want to subscribe for noting that the minimum number of New Shares is 250,000 and the maximum number of New Shares is 7,500,000 as per the parcel options set out in paragraph 4 of the Terms and Conditions.
(b) The amount payable will be specified next to the parcel option you select on the Application Form.
(c) Complete the cheque details section and ensure that the "Amount" section corresponds to the exact amount payable for the New Shares you wish to apply for. Remember, the minimum is $1,000 worth of New Shares and the maximum is $30,000 worth of New Shares as per the parcel options set out in paragraph 4 of the Terms and Conditions.
(d) Insert your telephone contact numbers so that we may contact you if necessary.
(e) You do not need to sign the Application Form.
Ensure your cheque, bank draft or money order is made out for the exact amount of the New Share parcel you want to subscribe for, payable to " Alta Zinc Limited " and cheques crossed " Not Negotiable ".
Return the completed Application Form, together with the original cheque, bank draft or money order to:

Alta Zinc Limited C/- Automic Group GPO Box 5193 Sydney NSW 2001

If your payment is to be made using BPAY®

make a payment using BPAY® in accordance with the instructions on the Application Form. If paying via BPAY®, Eligible Shareholders should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Eligible Shareholder to ensure that funds are submitted through BPAY® by the date and time mentioned above. If you elect to pay via BPAY®, you must follow the instructions for BPAY® set out in the Application Form (which includes the Biller Code and your unique Customer Reference Number) and you will not need to return the Application Form . Ensure that your BPAY® payment reaches the Company by the closing date of the Offer being no later than 5.00pm (WST) on 28 August 2020. No late payments will be accepted, although the Directors reserve the right to extend the closing date.

If paying by BPAY®, please make sure you use the specific Biller Code and unique Customer Reference Number on your Application Form. If you receive more than one personalised Application Form, you will need to complete individual BPAY® transactions using the Customer Reference Number specific to each individual personalised Application Form that you receive. The maximum investment any Eligible Shareholder may apply for will remain $30,000 (please refer to the parcel options set out in paragraph 4 of the Terms and Conditions) even if an Eligible Shareholder receives more than one Offer (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under a separate account).

Ensure that your completed Application Form and payment reach Automic Group by the closing date of the Offer being no later than 5.00pm (WST) on 28 August 2020. No late applications will be accepted, although the Directors reserve the right to extend the closing date .

In determining whether you wish to participate in this Offer, you should seek personal financial and/or taxation advice referable to your own circumstances.

By submitting an application (using the BPAY facility or otherwise), you certify you have not exceeded this $30,000 limit and:

(a) if you are a Custodian – you make the certifications set out in paragraph 13 of the Terms and Conditions; and
(b) if you are not a Custodian – you make the certifications set out in paragraph 14 of the Terms and Conditions.

By accepting this Offer, you agree to be bound by the Terms and Conditions of the Offer and the Constitution of the Company.

If you are making a BPAY payment, you do not need to return the Application Form. You can simply

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