ARIKA RESOURCES LIMITED — Share Issue/Capital Change 2019

Sep 1, 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

METALICITY LIMITED

ABN

92 086 839 992

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	1. Fully Paid Ordinary Shares 2. Unlisted Options
	1. Approximately 156,105,620 fully paid ordinary shares to be issued under the non- renounceable entitlement offer. 2. 31,221,124 unlisted options to acquire fully paid ordinary shares to be issued under the non-renounceable entitlement offer.

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities 1. Same as existing quoted fully paid ordinary (e.g. if options, exercise price and shares. expiry date; if partly paid +securities, the amount outstanding 2. Unlisted options issued with no amount and due dates for payment; if payable upon issue, exercisable at $0.015 +convertible securities, the expiring 12 months from the date of issue. conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in 1. Yes all respects from the[+] issue date with an existing[+] class of quoted 2. Unlisted options new class unlisted +securities? 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 1. $0.006 2. Nil 6 Purpose of the issue Funds raised are planned to be used in (If issued as consideration for the accordance with the table contained at Item 5.1 acquisition of assets, clearly of the Entitlement Issue Prospectus lodged with identify those assets) ASIC on 30 August 2019 (to advance the Company projects, expenses of entitlement issue offer and working capital). 6a Is the entity an[+] eligible entity that Yes 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 23 November 2018 resolution under rule 7.1A was passed 6c Number of +securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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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 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. 8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)	Nil	Nil
	Each of the following, in accordance with Exception 2: 1. 156,105,620 fully paid ordinary shares; 2. 31,221,124 options to acquire fully paid.
	Not applicable
	Not applicable
	LR7.1 =74,513,976 LR7.1A =74,856,936
	1. The issue date under the Entitlement Issue Prospectus is expected to be 26 September 2019. 2. The issue date under the Entitlement Issue Prospectus is expected to be 26 September 2019.
	Number	+Class
	780,528,097	Ordinary Fully Paid Shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	Options 1,500,000 3,000,000 1,000,000 3,000,000 9,500,000 8,100,000 11,500,000 8,050,000 8,050,000 8,050,000 13,000,000 13,000,000 13,000,000 2,000,000 12,766,670 26,265,023 3,000,000 3,000,000 2,500,000 2,500,000 2,500,000 2,000,000 2,000,000 11,257,144 31,221,124 Performance Rights 2,274,713	Options Exercisable at $0.04 expiring 31/12/19 Exercisable at $0.08 expiring 31/12/19 Exercisable at $0.10 expiring 31/12/19 Exercisable at $0.12 expiring 31/12/19 Exercisable at $0.025 expiring 23/7/20 Exercisable at $0.03 expiring 23/7/20 Exercisable at $0.04 expiring 23/7/20 Exercisable at $0.03 expiring 10/12/20 Exercisable at $0.04 expiring 10/12/20 Exercisable at $0.05 expiring 10/12/20 Exercisable at $0.06 expiring 31/12/19 Exercisable at $0.08 expiring 31/12/19 Exercisable at $0.10 expiring 31/12/19 Exercisable at $0.12 expiring 31/12/19 Exercisable at $0.08 expiring 18/8/20 Exercisable at $0.08 expiring 14/2/23 Exercisable at $0.06 expiring 12/3/21 Exercisable at $0.08 expiring 12/3/21 Exercisable at $0.06 expiring 26/8/21 Exercisable at $0.08 expiring 26/8/21 Exercisable at $0.10 expiring 26/8/21 Exercisable at $0.025 expiring 14/1/22 Exercisable at $0.035 expiring 14/1/22 Exercisable at $0.02 expiring 31/5/22 Exercisable at $0.015 expiring 26/09/20 Perf Rights Vest $0.06 exp 12/3/21

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable

Part 2 - Pro rata issue

11 Is security holder approval Shareholder approval is not required for the required? Entitlement Offer 12 Is the issue renounceable or nonNon-renounceable renounceable? 13 Ratio in which the[+] securities will The entitlement ratio is 1 new share for be offered every 4 existing shares held as at the Record Date, together with 1 free-attaching option for every 5 new shares subscribed for and issued. 14 +Class of +securities to which the Fully paid ordinary shares and unlisted options offer relates 15 +Record date to determine 5 September 2019 entitlements

• See chapter 19 for defined terms.

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16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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. 19 Closing date for receipt of acceptances or renunciations	No
	Where fractions arise in the calculation of entitlement, they will be rounded up to the nearest wholenumber
	All countries other than Australia and New Zealand.
	19 September 2019

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 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?	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	10 September 2019
	3 September 2019
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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32 How do security holders dispose of Not applicable their entitlements (except by sale through a broker)? 33 +Issue date

26 September 2019

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

• (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)

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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 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)

Number +Class

42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

• 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.

Sign here: ........... ........ Date: 2 September 2019 Print name: Neil Hackett Company Secretary == == == == ==

• 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

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Insert number of fully paid [+] ordinary 592,463,748
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 156,105,620 fully paid ordinary shares to be
issued under the non-renounceable
• Number of fully paid [+] ordinary securities entitlement offer.
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
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 0
securities cancelled during that 12 month
period
“A” 748,569,368
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• 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	112,285,405
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	4,000,000 unlisted options issued 10 April 2019 22,514,285 fully paid ordinary shares issued 10 June 2019 11,257,144 unlisted options issued 10 June 2019
“C”	37,771,429
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	112,285,405
Subtract“C” Note: number must be same as shown in Step 3	37,771,429
Total[“A” x 0.15] – “C”	74,513,976 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 748,569,368
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 74,856,936
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” 74,856,936
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• 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	74,856,936
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	74,856,936 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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