BARYS RESOURCES LIMITED — Capital/Financing Update 2016

Jun 9, 2016

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
	493,625
	Fully Paid Ordinary Shares

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) 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	Yes
	$0.024 per Share
	Shares issued following the exercise of 493,625 unlisted options exercisable at $0.024 per option on or before 31 July 2016.
	Yes.
	30 November 2015
	None
	None

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

6e Number of[+] securities issued None with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued 493,625 under an exception in rule 7.2 6g If securities issued under rule N/A 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 N/A 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 7.1: 13,840,210 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 7.1A: 13,235,140 and release to ASX Market Announcements +securities securities 10 June 2016

7 Dates of entering +securities 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)	Number	+Class
	135,351,400	Fully paid ordinary shares.
	Number	+Class
	34,500 30,000	Options exercisable at $7.44 each on or before 17 November 2017 Class M Options exercisable at $20.00 each on or before 30 June 2016

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	20,000 25,000 2,500 5,000 7,500 37,501 222,223 21,750 132,235,818	Class N Options exercisable at $13.60 each on or before 17 October 2016 Class O Options exercisable at $14.80 each on or before 19 October 2017 Class P Options exercisable at $20.00 each on or before 30 November 2016, vesting on the date the 30 day VWAP for MNE Shares is $48.00 or higher Class Q Options exercisable at $20.00 each on or before 30 June 2016 Class R Options exercisable at $7.60 on or before 9 March 2019 Class S Options exercisable at $6.00 each on or before 15 July 2017 Class U Options exercisable at $6.00 each on or before 30 July 2017 Class V Options exercisable at $2.92 each on or before 16 July 2018 Class W Options exercisable at $0.024 each on or before 31 July 20161 1. 493,625 Options exercised 31 May 2016, the subject of this 3B.
	Not applicable

Part 2 - Bonus issue or pro rata issue

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

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

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 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
	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 ]

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

(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)

Number +Class

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

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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: 10 June 2016

Print name: SHANNON COATES

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	504,250,405
Addthe following: • Number of fully paid ordinary securities 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	18,914,000 Shares issued 14/04/2015 21,400,500 Shares issued 12/05/2015 171,109,393 Shares issued 29/05/2015 130,525,441 Shares issued 16/07/2015 = 846,199,739 (pre-consolidated) = 2,128,332 (post consolidated) 129,729,443 Shares issued 17/03/2016 493,625 Shares issued 10/06/2016 (subject of this Appendix 3B) = 132,351,400
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	N/A
“A”	132,351,400

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

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	19,852,710
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	12,500 Shares issued 29/07/2015 (post consolidation) 3,000,000 Shares issued 17 March 2016 3,000,000 Listed Options issued 17 March 2016
“C”	6,012,500
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	19,852,710
Subtract“C” Note: number must be same as shown in Step 3	6,012,500
Total[“A” x 0.15] – “C”	13,840,210 [Note: this is the remaining placement capacity under rule 7.1]

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	19,852,710
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	12,500 Shares issued 29/07/2015 (post consolidation) 3,000,000 Shares issued 17 March 2016 3,000,000 Listed Options issued 17 March 2016
“C”	6,012,500
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	19,852,710
Subtract“C” Note: number must be same as shown in Step 3	6,012,500
Total[“A” x 0.15] – “C”	13,840,210 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

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”	132,351,400
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	13,235,140
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

• 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	13,235,140
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”	13,235,140
	Note: this is the remaining placement
	capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012