BARYS RESOURCES LIMITED — Capital/Financing Update 2014

Nov 16, 2014

17 November 2014

ASX ANNOUNCEMENT

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Metallum secures up to US$1,020,000 funding for El Roble

Highlights

• Up to US$1,020,000 of funding secured to allow completion of the San Sebastian acquisition and accelerate mining activities

• Facility provides flexibility on competitive terms

Perth-based copper developer Metallum Ltd (ASX: MNE) is pleased to announce it has executed an agreement for up to US$1,020,000 of funding from a sophisticated institutional investor (“Agreement”).

This investment will provide Metallum with sufficient funding to allow the acquisition of the San Sebastian concession to be completed and ramp up production at the San Sebastian mine, as well as ongoing working capital.

Under the Agreement, the investor will make an initial upfront investment of US$270,000 by way of a single 12 month unsecured convertible security, with no accumulating interest. The investor will also invest up to an additional US$750,000, in up to two further tranches, by way of 12 month unsecured convertible securities.

Metallum has retained the right to repurchase 100% of an outstanding convertible security within an agreed period of time following its advance as well as the right to terminate the Agreement at any time. The investor has also agreed to certain, strict limitations on exiting its investment. The key terms of the Agreement are set out in the Appendix below.

Commenting on the funding agreement Metallum’s Managing Director, Zeff Reeves said “We are encouraged by what we see at San Sebastian and are keen to take full ownership of the concession and ramp up our mining activities there as quickly as possible.”

“This funding provides us with certainty to complete the San Sebastian acquisition, accelerate our work there and begin trucking material to the plant. The investment structure minimises dilution at todays subdued share price levels, while allowing the Company to maintain its cash balance during this exciting and important time in executing our strategy at El Roble”, Mr Reeves added.

Metallum is focused on achieving growth and shareholder value through the development of near-term, small-scale mining operations at El Roble to enable self-funded growth.

For more information visit the Metallum website at www.metallum.com.au or contact:

Zeffron Reeves Robert Gundelach Managing Director Investor Relations Metallum Limited NWR Communications zreeves@metallum.com.au robert@nwrcommunications.com.au P: + 61 8 9322 4328 P: +614 51 896 420

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About Metallum Limited

Metallum Limited (ASX: MNE) is an Australian-based company that acquires and develops copper and gold projects around the world with a focus on Chile. The Company has an interest in the highly prospective, high grade El Roble Copper Project in Region III of Chile, targeting IOCG-style copper and gold mineralisation. The Company is focused on achieving growth and shareholder value through the development of near-term, small-scale mining operations at El Roble which will enable self-funded growth into the future. El Roble is ideally located 25km from the port of Caldera and within 80km of two copper toll treatment plants within the world class Atacama IOCG region, which has a history of high-grade copper production. The Company has commenced trucking copper-bearing material from the Panga mine at El Roble for processing at a nearby plant.

Metallum Limited also has an interest in the Comval Copper Project in the Philippines, and its Australian-based project, Teutonic, is prospective for gold and base metals.

Metallum Limited has a strong Board and management team with considerable technical, commercial and corporate experience in the resources sector.

For more information visit the Metallum Limited website at www.metallum.com.au

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Appendix 1 – Funding Agreement Key Terms

1. Certainty of funding . The Agreement provides the Company with certainty of access to funding in a tight capital market. The investment will be made on the following key terms:

The Investor will purchase from the Company up to three unsecured convertible securities as follows;

• a) The first convertible security will be purchased (on execution of the Agreement) at a purchase price of US$270,000 with a face value of US$308,000; and

• b) The second convertible security will be purchased (60 days after the purchase of the previous convertible security) at a purchase price of US$250,000 with a face value of US$288,000, or, by mutual agreement between the parties, at a purchase price of US$500,000 with a face value of US$576,000; and

• c) By mutual agreement between the parties, a third convertible security may be purchased (90 days after the purchase of the second convertible security) at a purchase price of US$250,000 with a face value of US$288,000.

The convertible securities have a maturity of 12 months from date of execution of the Agreement.

2. Minimising dilution. The investor will have the right to convert the convertible securities into ordinary shares in the Company at a conversion price equal to, at its election:

• a) 90% of the average of five daily VWAPs (chosen by the investor) during the 20 trading days before the conversion date, rounded down to the next 1/10th of a cent (“Conversion Price A”), or;

• b) 130% of the average of the daily VWAPs during the ten trading days before the date of execution of the Agreement.

3. Additional safeguards for the Company . The Company has a number of additional safeguards against dilution, including the following:

• a) The Company’s buyback right: The Company can opt, for an agreed period after the date of advance of a convertible security, to repurchase 100% of the outstanding convertible security at its face value on 5 business days’ notice to the investor. On receipt of such notice, the investor may elect to exclude up to 30% of the outstanding face value of the convertible security from the buyback. On receipt of such notice the investor will be unable to convert that portion of the convertible security that is the subject to the buyback notice (and not subject to the 30% exclusion); and

• b) Limitations on conversions and sale of shares: The investor has agreed to certain, strict limitations on the conversion of the convertible securities and a sale of its investment as a safeguard for the Company. Such a safeguard would not be available in a multi-investor placement.

4. Interest-free investment and focus on capital appreciation . The investors return on investment depends on the Company’s share price appreciation and consequently, except in an event of default, the convertible securities accrue no additional interest.

5. Options priced at a premium. The Investor will be granted 13.8 million options to acquire ordinary shares in the Company at an exercise price of 130% of the average of the VWAPs of the Company’s shares for the 20 trading days immediately prior to the date of the Agreement, which maximises the investor’s interests in the Company’s share price appreciation.

If during the term of the Options, the Company’s share price exceeds an agreed level for an agreed period of time, the Company may require the Investor to mandatorily exercise its options.

6. Fees. The Company will pay the investor a commencement fee of US$68,000, by way of ordinary shares, at the time of the funding of the first tranche.

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The terms of the Agreement do not permit for equity securities to be issued, and there is no agreement to issue equity securities under the Agreement, if shareholder approval is first required under the Listing Rules. The settlement of the first tranche will not require such approval.

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