AUSTIN METALS LIMITED — Capital/Financing Update 2011

Nov 13, 2011

==> picture [485 x 110] intentionally omitted <==

14 November 2011

Entitlement Offer of Options

Dear Shareholder/Optionholder,

On 10 November 2011, Silver City Minerals Limited ( Company ) announced a non-renounceable pro-rata issue of 1 option ( Entitlement Option ) for every 3 fully-paid ordinary shares ( Share ) recorded in the Company’s register at 5.00pm (AEST-DST) on 21 November 2011 ( Entitlement Offer ).

Terms of the Entitlement Offer

Entitlement Options will be issued at a price of $0.01 each with an exercise price of $0.25 each. Entitlement Options are exercisable within 3 years of the issue date and, upon exercise, each Entitlement Option will convert into a Share.

Based on the capital structure of the Company as at the date of the Prospects and assuming no current, unlisted options in the Company ( Options ) are exercised prior to 21 November 2011, a maximum of 32,676,742 Entitlement Options will be issued.

Persons who currently hold Options are only eligible to participate if they exercise their Options before 5.00pm (AEST-DST) on 21 November 2011.

Please note that shareholders which have an address registered outside of Australia and New Zealand on 21 November 2011 will not be entitled to participate in the Entitlement Offer.

Prospectus

On 11 November 2011, the Company lodged a prospectus dated 11 November 2011 ( Prospectus ) with the Australian Securities and Investments Commission ( ASIC ) in relation to the Entitlement Offer.

The Prospectus sets out:

1. the details of the Entitlement Offer;

2. the purpose and effect of the Entitlement Offer;

3. the prospective use of funds raised under the Entitlement Offer;

4. the risks involved in participating in the Entitlement Offer; and

5. the rights and liabilities attaching to Entitlement Options.

The Prospectus may be viewed on the ASX’s website (www.asx.com.au), as well as on the Company’s website (www.silvercityminerals.com.au).

==> picture [479 x 47] intentionally omitted <==

SILVER CITY MINERALS LIMITED

The Company will shortly send you a copy of the Prospectus along with a personalised Entitlement and Acceptance Form.

Entitlement Offer period

We believe you may be eligible to participate in the Entitlement Offer. The Entitlement Offer closes at 5.00pm (AEST-DST) on 9 December 2011.

Timetable

The indicative timetable for the Entitlement Offer is set out below.

Event	Date
Lodgement of Prospectus with ASIC	11 November 2011
Notice to Shareholders/Optionholders	14 November 2011
“Ex” date	15 November 2011
Record date for determining Shareholderentitlements	21 November 2011
Opening Date and dispatch of Prospectus toShareholders	25 November 2011
Closing Date of Offer	9 December 2011
Options quoted on a deferred settlement basis	12 December 2011
Notify ASX of under subscriptions	14 December 2011
Despatch date	19 December 2011

Though the Company has been listed only a short time, shareholders have, to date, shown great loyalty to the Company and we believe you will see the merit in supporting this initiative. We look forward to your continued support.

Yours sincerely

==> picture [136 x 60] intentionally omitted <==

Ivo Polovineo Company Secretary SILVER CITY MINERALS LIMITED