ARIKA RESOURCES LIMITED — Capital/Financing Update 2020

Aug 20, 2020

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

METALICITY LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday August 20, 2020

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

Total number of +securities proposed to be issued for a non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
MCT	ORDINARY FULLY PAID	23,882,240
MCTO	OPTION EXPIRING 22-MAY-2022	177,500,000

Closing date for receipt of acceptances

Friday August 28, 2020

Proposed +issue date

Thursday August 20, 2020

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

METALICITY LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type Registration Number ACN 086839992

1.3 ASX issuer code

MCT

1.4 The announcement is

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Thursday August 20, 2020

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A non-+pro rata offer of +securities under a +disclosure document or +PDS

Proposed issue of securities

2 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 5 - Details of proposed non-pro rata offer under a disclosure document or PDS

Part 5A - Conditions

5A.1 - Are any of the following approvals required for the non-+pro rata offer of +securities under a +disclosure document or +PDS? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

5A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Thursday August 13, 2020	actual?	received/condition met?
		Actual	Yes

Comments

Shareholder approval obtained on 13 August 2020 for issue of fully paid ordinary shares to directors as consideration for outstanding director fees

Part 5B - Offer details

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
Existing class

Details of +securities proposed to be issued

ASX +security code and description MCT : ORDINARY FULLY PAID

The number of +securities to be offered under the +disclosure document or +PDS

23,882,240

Proposed issue of securities

3 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? No

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? No

Offer price details Has the offer price been determined? No How and when will the offer price be determined? Offer of fully paid ordinary shares as consideration for outstanding director fees on 14 August 2020 at $0.025 per share

Will the offer price be determined by way of a bookbuild? No Oversubscription & Scale back details Will the entity be entitled to accept over-subscriptions? No Will a scale back be applied if the offer is over-subscribed? No Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

Proposed issue of securities

4 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

ASX +security code and description

MCTO : OPTION EXPIRING 22-MAY-2022

The number of +securities to be offered under the +disclosure document or +PDS 177,500,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? No

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? No

Offer price details

Has the offer price been determined? Yes

In what currency will the offer be What is the offer price per +security? made? AUD 0.00400 AUD - Australian Dollar

Oversubscription & Scale back details

Will the entity be entitled to accept over-subscriptions? No

Will a scale back be applied if the offer is over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 5C - Timetable

Proposed issue of securities

5 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

5C.1 Lodgement date of +disclosure document or +PDS with ASIC Monday August 17, 2020

5C.2 Date when +disclosure document or +PDS and acceptance forms will be made available to investors Tuesday August 18, 2020

5C.3 Offer open date Tuesday August 18, 2020

5C.4 Closing date for receipt of acceptances Friday August 28, 2020

5C.6 Proposed +issue date Thursday August 20, 2020

Part 5D - Listing Rule requirements

5D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes 5D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Thursday August 13, 2020

5D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes Part 5E - Fees and expenses 5E.1 Will there be a lead manager or broker to the proposed offer? Yes 5E.1a Who is the lead manager/broker? Canaccord Securities Ltd 5E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Issue of options represents broker consideration 5E.2 Is the proposed offer to be underwritten? No

Proposed issue of securities

6 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

5E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

5E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Prospectus fee estimate $20,487 Part 5F - Further Information

5F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue No cash consideration at issue Consideration from option exercise to be applied to gold exploration program

5F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

5F.2 Please explain the entity's allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority Prospectus dated 17 August 2020

5F.3 URL on the entity's website where investors can download the +disclosure document or +PDS www.metalicity.com.au

5F.4 Any other information the entity wishes to provide about the proposed offer NA

Proposed issue of securities

7 / 7