BARYS RESOURCES LIMITED — Capital/Financing Update 2015

Jul 28, 2015

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

Name of entity

Metallum Limited

ABN

73 149 230 811

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 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully Paid Ordinary Shares Unlisted Options ($0.015, exp. 30 June 2017) Unlisted Options ($0.0073, exp 16 July 2018) Performance Rights
	135,525,441 Shares 88,888,889 Unlisted Options ($0.015, exp. 30 June 2017) 8,700,000 Unlisted Options ($0.0073, exp 16 July 2018) 17,400,000 Performance Rights
	Fully Paid Ordinary Shares Unlisted Options ($0.015, exp. 30 June 2017) Unlisted Options ($0.0073, exp 16 July 2018) Performance Rights, subject to production and cashflow based vesting conditions

4 Do the+securities rank equally in all respects from the date of allotment 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Shares: Yes Options and Performance Rights: No Options and Performance Rights are each a new class of Options or Performance Rights. Options and Performance Rights over unissued shares may only be exercised in accordance with their terms and conditions. Upon conversion of the Options or Performance Rights to Shares, the Shares will rank equally with existing Shares.
	88,858,774 Shares issued at $0.006 per Share 46,666,667 Shares issued at a deemed issue price of A$0.006 per Share Options issued for nil cash consideration Performance Rights issued for nil cash consideration
	88,858,774 Shares issued at $0.006 per Share pursuant to tranche two of the Placement as announced 22 May 2015. Funds raised from the Placement will be applied towards the repayment of the Company’s outstanding Convertible Securities, an option payment for the El Roble Project concessions, capital expenditure to support the expansion of mining activities at El Roble and general working capital. 41,666,667 Shares and 13,888,889 Options (ex $0.015, exp 30 June 2017) issued on conversion of Director Loan , as approved by shareholders on 16 July 2015. 5,000,000 Shares issued at a deemed issue price of $0.006 per Share to a consultant of the Company in consideration for marketing services. 8,700,000 Options (ex $0.0073, exp 16 July 2018) issued to Managing Director, as approved by shareholder on 16 July 2015. 75,000,000 Options (ex $0.015, exp 30 June 2017) issued as part consideration of capital raising services, as announced 22 May 2015. 17,400,000 Performance Rights issued as an incentive to Managing Director, as approved by Shareholders on 16 July 2015.

• See chapter 19 for defined terms.

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6a Is the entity an+eligible entity that 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 resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 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	Yes.
	14 November 2014
	5,000,000 Shares
	Nil
	130,525,441 Shares, 88,888,889 Unlisted Options ($0.015, exp. 30 June 2017), 8,700,000 Unlisted Options ($0.0073, exp 16 July 2018) and 17,400,000 Performance Rights, as approved by shareholders on 16 July 2015.
	Nil
	N/A
	N/A
	7.1:121,929,961 7.1A:84,619,974

7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9. Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	29 July 2015
	Number	+Class
	851,199,739	Fully paid ordinary shares.
	Number	+Class
	13,800,000 300,000 12,000,000 8,000,000 10,000,000 1,000,000 2,000,000 3,000,000	Options exercisable at $0.0186 each on or before 17 November 2017 Class L Options exercisable at $0.25 each on or before 13 November 2015 Class M Options exercisable at $0.05 each on or before 30 June 2016 Class N Options exercisable at $0.034 each on or before 17 October 2016 Class O Options exercisable at $0.037 each on or before 19 October 2017 Class P Options exercisable at $0.05 each on or before 30 November 2016, vesting on the date the 30 day VWAP for MNE Shares is $0.12 or higher Class Q Options exercisable at $0.05 each on or before 30 June 2016 Class R Options exercisable at $0.019 on or before 9 March 2019

• See chapter 19 for defined terms.

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15,000,000 15,000,000 88,888,889 8,700,000 8,700,000 8,700,000

Class S Options exercisable at $0.015 each on or before 15 July 2017 Class T Options exercisable at $0.015 each on or before 15 July 2017 Class U Options exercisable at $0.015 each on or before 30 June 2017 Class V Options exercisable at $0.0073 each on or before 16 July 2018 Production Performance Rights, subject to performance conditions approved by shareholders on 16 July 2015 Cashflow Performance Rights subject to performance conditions approved by shareholders on 16 July 2015

10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements

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 issue 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 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 prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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 (SHARES ONLY) ]

• (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

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 date of allotment 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)

• See chapter 19 for defined terms.

Appendix 3B Page 8

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

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 not available now, 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: (Company Secretary)

Date: 29 July 2015

Print name: SHANNON COATES

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 10

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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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 380] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary 386,499,865
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 6,483,600 Shares issued 17/11/2014
issued in that 12 month period under an 13,550,111 Shares issued 18/12/2014
exception in rule 7.2 27,099,556 Shares issued 6/01/2015
14,617,273 Shares issued 25/02/2015
• Number of fully paid ordinary securities
56,000,000 Shares issued 9/03/2015
issued in that 12 month period with
18,914,000 Shares issued 14/04/2015
shareholder approval
21,400,500 Shares issued 12/05/2015
• Number of partly paid ordinary 171,109,393 Shares issued 29/05/2015
securities that became fully paid in that
130,525,441 Shares issued 16 July 2015
12 month period
(subject of this 3B)
Note:
= 459,699,874
• 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 N/A
securities cancelled during that 12 month
period
“A” 846,199,739
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 126,929,961 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or 5,000,000 Shares issued 29/07/2015 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

• “C” 5,000,000

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	126,929,961
Note: number must be same as shown in
Step 2
Subtract“C”	5,000,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	121,929,961
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A”	846,199,739
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	84,619,974
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insertnumber of equity securities issued or
agreed to be issued in that 12 month period under rule 7.1A	0
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

• Insert number of equity securities issued or agreed to be issued in that 12 month period 0

• 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” 0

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10	84,619,974
Note: number must be same as shown in
Step 2
Subtract“E”	0
Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E”	84,619,974
	Note: this is the remaining placement
	capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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