CENTAURUS METALS LIMITED — Capital/Financing Update 2015

Dec 10, 2015

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
	46,501,476 ordinary shares
	Ordinary shares fully paid

• 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 6d Number of+securities issued with security holder approval under rule 7.1A	The shares will be held in voluntary escrow for 12 months from the date of issue and thereafter will rank equally in all respects with existing quoted fully paid ordinary shares of the Company.
	$0.009 per share which represents a 30% premium over the 5 day VWAP of the Company’s Shares immediately prior to the agreement execution date of 6 October 2015.
	Shares issued pursuant to strategic alliance entered into with Terrativa Minerais SA to acquire several exploration properties in Brazil. Refer to the ASX Announcements dated 24 September and 4 November 2015 for further details.
	Yes
	26/05/15
	Nil
	Nil

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of[+] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

46,501,476 shares issued pursuant to shareholder approval given on 10 December 2015

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. 88 Number and+class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)	Nil	Nil
	N/A
	N/A
	• Rule 7.1: 73,134,768 • Rule 7.1A: 14,858,207
	10/12/2015
	Number	+Class
	521,463,429 20,300,666	Fully paid ordinary shares Listed options – exercise price of $0.05, expiry date 31/03/17

• 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 – Refer +securities not quoted on ASX to 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 ]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

Questions 38 to 42 are not applicable

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: Company Secretary

Date: 11 December 2015

Print name: Geoff James

== == == == ==

• 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

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 the+issue date or date of agreement to issue	239,987,919
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	• 35,800,000 issued on 05/03/15 • 7,715,251 pursuant to Rights Issue on 09/04/15 • 2,681,818 issued on 30/04/15 • 4,333 on conversion of listed options on 01/05/15 • 2,400,000 issued on 28/05/15 • 1,000,000 issued on 03/06/15 • 5,000,000 issued on 03/06/15 • 5,757,000 issued on 02/07/15 • 24,691,068 issued on 13/07/15 • 26,508,932 issued on 13/07/15 • 1,333,500 issued on 03/09/15 • 1,333,333 issued on 12/10/15 • 1,018,684 issued on 2/11/15 • 679,207 issued on 2/11/15 • 85,152,603 issued on 30/11/15 • 46,501,476 issued on 10/12/15_(the subject_ of this Appendix B)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	487,565,124

• See chapter 19 for defined terms.

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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	73,134,768
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
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to under rule 7.1	calculate remaining placement capacity
“A” x 0.15 Note: number must be same as shown in Step 2	73,134,768
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	73,134,768_[Note: this is the remaining_ placement capacity under rule 7.1]

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity
under rule 7.1
“A” x 0.15	73,134,768
Note: number must be same as shown in Step 2
Subtract“C”	Nil
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	73,134,768_[Note: this is the remaining_
	placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 7

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

Part 2	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	487,565,124
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	48,756,512
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	33,898,305 issued on 30/11/15
“E”	33,898,305

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to under rule 7.1A	calculate remaining placement capacity
“A” x 0.10 Note: number must be same as shown in Step 2	48,756,512
Subtract“E” Note: number must be same as shown in Step 3	33,898,305
Total[“A” x 0.10] – “E”	14,858,207

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Annexure 2 Securities Not Quoted on ASX - Options Centaurus Metals Limited

Options
Expiry date	Exerciseprice	Employee Options		Non - Employee Options		Total number of shares under option
		Vested	Unvested	Vested	Unvested
30/09/2016 31/08/2018	$0.025 $0.125	- 500,000	- 1,500,000	10,240,000 -	- -	10,240,000 2,000,000
Total		500,000	1,500,000	10,240,000	-	12,240,000

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

For release to the market

Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth)

Issuer: Centaurus Metals Limited ACN 009 468 099

Details of the issue of offer of securities:

Details of the issue of offer of securities:
Class of securities	OrdinaryShares
ASX Code of the securities	CTM
Date of the issue of the securities	10 December 2015
Total number of securities issued	46,501,476

Notice:

1. Centaurus Metals Limited gives ASX (as the relevant market operator) notice relating to the issue of the securities identified above.

2. This notice is given under paragraph 5(e) of Section 708A of the Corporations Act 2001 (Cth) .

3. Centaurus Metals Limited issued the securities identified above without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth).

4. As at the date of this notice, Centaurus Metals Limited has complied with:

5. (a) the provisions of Chapter 2M of the Corporations Act 2001 (Cth) as they apply to it; and

6. (b) Section 674 of the Corporations Act 2001 (Cth).

7. There is no excluded information (as defined in Section 708A(7) and (8) of the Corporations Act 2001 (Cth) as at the date of this notice.

==> picture [121 x 39] intentionally omitted <==

Geoff James Company Secretary Centaurus Metals Limited

Date of notice: 11 December 2015

• See chapter 19 for defined terms.

Appendix 3B Page 11