CATALYST METALS LIMITED — Capital/Financing Update 2019

Aug 27, 2019

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28 August 2019

ASX Market Announcements ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000

APPENDIX 3B - ALLOTMENT OF OPTIONS

Catalyst Metals Limited (Company) advises that 7,378,648 options over ordinary fully paid shares have been issued in accordance with subscriptions received from the non-renounceable pro-rata offer of options which closed on 20 August 2019. The options are exercisable at $2.45 each on or before 31 May 2022.

The issued capital of the Company following issue of the options is as follows:

Class of security	Number on issue
Ordinary shares	78,892,444
Quoted options ($2.45, 31.05.22)	7,378,648
Unlisted options	1,000,000

Please find enclosed an Appendix 3B application for the quotation of the 7,378,648 options. Also attached is a listing of the 20 largest holders of the options and a distribution schedule.

Frank Campagna Company Secretary

44 Kings Park Road, West Perth WA 6005 PO Box 778, Claremont WA 6910 Telephone: (61-8) 6263 4423 Facsimile: (61-8) 9284 5426 www.catalystmetals.com.au ABN 54 118 912 495

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

Catalyst Metals Limited

ABN

54 118 912 495

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 (e.g. 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) 4 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 5 Issue price or consideration	Options over fully paid shares
	7,378,648
	Options over ordinary fully paid shares exercisable at $2.45 each on or before 31 May 2022.
	No, the Company does not currently have any quoted options on issue. Shares issued as a result of the exercise of the options will rank equally with ordinary fully paid shares as from the date of allotment.
	2 cents per option

• See chapter 19 for defined terms.

Appendix 3B Page 1

Appendix 3B New issue announcement

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 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)	Non-renounceable pro-rata rights issue of options on the basis of 1 new option for every 10 shares held.	Non-renounceable pro-rata rights issue of options on the basis of 1 new option for every 10 shares held.
	Yes
	28 November 2018
	Nil
	Nil
	Nil
	7,378,648
	Not applicable
	Not applicable
	Listing Rule 7.1: 1,861,866 Listing Rule 7.1A: 7,021,444
	27 August 2019
	Number	+Class
	78,892,444 7,378,648	Ordinary shares Options ($2.45 31.05.22)

• See chapter 19 for defined terms. Appendix 3B Page 2

Appendix 3B New issue announcement

• 9 Number and[+] class of all[+] securities not quoted on ASX ( including the[+] securities in section 2 if applicable)

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

Number + Class 1,000,000 Options (31.10.20) The Company does not presently have a formal dividend policy.

Part 2 - Pro rata issue

• 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 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

• 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

• See chapter 19 for defined terms.

Appendix 3B Page 3

Appendix 3B New issue announcement

• 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 +Issue date

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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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. Appendix 3B Page 4

Appendix 3B New issue announcement

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)

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

Number + Class

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.

3. The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

5. There is no reason why those[+] securities should not be granted[+] quotation.

6. 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.

• See chapter 19 for defined terms.

Appendix 3B Page 5

Appendix 3B New issue announcement

• 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.

• 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.

• 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: Frank Campagna ( ~~Director~~ /Company secretary)

Date: 28 August 2019

Print name: FRANK CAMPAGNA

== == == == ==

• See chapter 19 for defined terms. Appendix 3B Page 6

Appendix 3B New issue announcement

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 Insert number of fully paid +ordinary securities on issue 12 months 70,212,444 before the +issue date or date of agreement to issue Add the 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

• Subtract the number of fully paid +ordinary securities cancelled during that 12 month period “A” 70,212,444 Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed]

• Multiply “A” by 0.15 10,531,866

• See chapter 19 for defined terms.

Appendix 3B Page 7

Appendix 3B New issue announcement

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used	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	8,680,000 (15.03.19)
“C”	8,680,000
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	10,531,866
Subtract“C” Note: number must be same as shown in Step 3	8,680,000
Total[“A” x 0.15] – “C”	1,851,866 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms. Appendix 3B Page 8

Appendix 3B New issue announcement

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” 70,212,444 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 7,021,244

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued 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” Nil

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

“A” x 0.10 7,021,444 Note: number must be same as shown in Step 2 Subtract “E” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 7,021,444 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 9

CATALYST METALS LIMITED

TWENTY LARGEST HOLDERS OF QUOTED OPTIONS AS AT 27 AUGUST 2019

Optionholder	Options	%
1. St Barbara Limited 2. Gold Exploration Victoria Pty Ltd 3. HSBC Custody Nominees (Australia) Limited 4. Drill Investments Pty Ltd 5. Citicorp Nominees Pty Ltd 6. Trapine Pty Ltd 7. Toby Mountjoy 8. Gavin Arnold Caudle 9. Invia Custodian Pty Ltd 10. Bruce Kay & Henriette Kay 11. Providence Gold and Minerals Pty Ltd 12. Kimberley Downs Pty Ltd 13. Gavin Caudle 14. Roger George Davis 15. Vestcourt Pty Ltd 16. Lindway Investments Pty Ltd 17. Elshaw Pty Ltd 18. Great Australia Corporation Pty Ltd 19. Winthrop Cafe Pty Ltd 20. Peter Teagle	1,114,962 868,000 728,264 617,500 586,290 468,477 256,502 237,363 206,688 199,885 153,785 119,464 109,079 77,228 71,000 61,360 58,210 50,000 41,213 41,119 6,066,389	15.11 11.76 9.87 8.37 7.95 6.35 3.48 3.22 2.80 2.71 2.08 1.62 1.48 1.05 0.96 0.83 0.79 0.68 0.56 0.56
		82.23

DISTRIBUTION SCHEDULE OF QUOTED OPTIONS AS AT 27 AUGUST 2019

	Number of holders	Number of options
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over	169 96 30 43 13 351	65,407 232,412 217,267 1,197,303 5,666,259
		7,378,648