CENTAURUS METALS LIMITED — Capital/Financing Update 2014

May 12, 2014

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

CENTAURUS METALS LIMITED

ABN

40 009 468 099

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)	Ordinary shares
	4,240,000 ordinary shares fully paid pursuant to Share Purchase Plan – part of capital raising announced on 4 April 2014
	Ordinary shares fully paid, rank equally with existing ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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	Yes
	$0.125 per share
	Placement to fund exploration and development of the Company’s iron ore projects in Brazil
	Yes
	31 May 2013
	Nil

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)	Nil	Nil
	Nil
	4,240,000
	N/A
	N/A
	Capacity under Rule 7.1 ‐ 636,000 Capacity under Rule 7.1A ‐ 9,360,980 Refer to Annexure 1 for further details
	13 May 2014
	Number	+Class
	239,987,919	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Number +Class 9 Number and +class of all Unlisted Options and Performance Rights – Refer to +securities not quoted on ASX Annexure 2 ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 ‐ Pro rata issue (Not Applicable)

Questions 11 to 33 are not applicable

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 (Not Applicable)

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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)

Questions 38 to 42 are not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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: ............................................................ Date: 13 May 2014 Company Secretary Print name: Geoff James

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• See chapter 19 for defined terms.

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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 195,747,919 on issue 12 months before the[+] issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 4,240,000 – 13 May 2014 (Share Purchase Plan, issued in that 12 month period under an the subject of this Appendix 3B) exception in rule 7.2

• • Number of fully paid[+] ordinary securities Nil issued in that 12 month period with shareholder approval

• Number of partly paid[+] ordinary securities Nil 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 Nil securities cancelled during that 12 month period “A” 199,987,919

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B New issue announcement	Appendix 3B New issue announcement
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	29,998,188
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	29,362,188 – 10 April 2014
“C”	29,362,188
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	29,998,188
Subtract“C” Note: number must be same as shown in Step 3	29,362,188
Total[“A” x 0.15] – “C”	636,000 [Note: this is the remaining placement capacity under rule 7.1]

under rule 7.1
“A” x 0.15	29,998,188
Note: number must be same as shown in Step 2
Subtract“C”	29,362,188
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	636,000
	[Note: this is the remaining placement capacity
	under rule 7.1]

• See chapter 19 for defined terms.

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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” 199,987,919 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

Appendix 3B New issue announcement Part 2	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” Note: number must be same as shown in Step 1 of Part 1	199,987,919
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	19,998,792
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 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	10,637,812 – 10 April 2014
“E”	10,637,812
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	19,998,792
Subtract“E” Note: number must be same as shown in Step 3	10,637,812
Total[“A” x 0.10] – “E”	9,360,980 [Note: this is the remaining placement capacity under rule 7.1A]

“A” x 0.10	19,998,792
Note: number must be same as shown in Step 2
Subtract“E”	10,637,812
Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	9,360,980
	[Note: this is the remaining placement capacity
	under rule 7.1A]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Annexure 2

Securities Not Quoted on ASX ‐ Options and Performance Rights Centaurus Metals Limited

Options

Options
Expiry date	Exerciseprice	Employee Options		Non ‐ Employee Options		Total number of shares under option
		Vested	Unvested	Vested	Unvested
17/07/2014 17/07/2014 17/07/2014 17/07/2014 31/08/2014 31/08/2014 31/08/2014 01/10/2014 31/10/2014 31/12/2014 31/12/2014 31/12/2014 15/02/2015 06/03/2015 31/03/2015 31/03/2015 31/03/2015 19/07/2015 29/08/2015 30/11/2015 04/02/2016 30/01/2017	$0.40 $0.60 $0.80 $0.96 $0.80 $0.96 $1.20 $0.88 $0.56 $0.80 $1.30 $1.80 $0.64 $1.04 $0.64 $0.80 $0.96 $0.76 $0.80 $0.88 $1.04 $0.80	125,000 281,250 406,250 125,000 ‐ ‐ ‐ 43,750 2,000,000 ‐ ‐ ‐ ‐ 12,500 62,500 62,500 62,500 12,500 6,250 125,000 37,500 100,000	‐ ‐ ‐ ‐ ‐ ‐ ‐ 137,500 ‐ 300,000 ‐ ‐ 93,750 ‐ 250,000 ‐ ‐ 75,000 31,250 ‐ 150,000 300,000	‐ ‐ ‐ ‐ 625,000 625,000 3,750,000 ‐ ‐ 200,000 200,000 400,000 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐	‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐	125,000 281,250 406,250 125,000 625,000 625,000 3,750,000 181,250 2,000,000 500,000 200,000 400,000 93,750 12,500 312,500 62,500 62,500 87,500 37,500 125,000 187,500 400,000
Total		3,462,500	1,337,500	5,800,000	‐	10,600,000

Performance Rights

Expiry date	Exerciseprice	Employee Rights	Employee Rights	Non ‐ Employee Rights	Non ‐ Employee Rights	Total number of shares under right(1)
		Vested	Unvested	Vested	Unvested
14/08/2017 03/12/2017	$0.00 $0.00	‐ ‐	1,510,000 500,000	‐ ‐	‐ ‐	1,510,000 500,000
Total		‐	2,010,000	‐	‐	2,010,000

(1) Represents the total number of shares that may be issued upon the exercise of vested performance rights. Performance rights will only vest if the relevant performance conditions are met.

• See chapter 19 for defined terms.

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