CENTAURUS METALS LIMITED — Capital/Financing Update 2015

Mar 4, 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
	35,800,000 ordinary shares
	Ordinary shares fully paid, rank equally with existing ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

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	Ordinary shares rank equally
	$0.025 per share
	To fund exploration and development activities of the Company’s iron ore projects in Brazil.
	Yes
	29/05/14
	35,800,000

• See chapter 19 for defined terms.

Appendix 3B Page 2

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
	Nil
	N/A
	N/A
	Rule 7.1 198,188 Rule 7.1A 23,998,792
	Ordinary shares 05/03/15
	Number	+Class
	275,787,919	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all Unlisted Options and +securities not quoted on ASX Performance Rights – ( including the +securities in Refer to Annexure 2 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

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.

Appendix 3B Page 4

Appendix 3B New issue announcement

Entities that have ticked box 34(b) (NOT APPLICABLE)

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) 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 5

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: ~~(Director~~ /Company Secretary) Print name: John Westdorp

Date: 05/03/15

==> picture [68 x 6] intentionally omitted <==

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

== == == == ==
----- End of picture text -----

• 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

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	195,747,919
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	4,240,000 pursuant to share purchase plan on 13/05/14 40,000,000 pursuant to placement on 10/05/14
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	239,987,919

• See chapter 19 for defined terms.

Appendix 3B Page 7

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

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	35,998,188
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	Ordinary shares 35,800,000 pursuant to placement 05/03/15
“C”	35,800,000
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	35,998,188
Subtract“C” Note: number must be same as shown in Step 3	35,800,000
Total[“A” x 0.15] – “C”	198,188 [Note: this is the remaining placement capacity under rule 7.1]

under rule 7.1
“A” x 0.15	35,998,188
Note: number must be same as shown in Step 2
Subtract“C”	35,800,000
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	198,188
	[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” 239,987,919 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 23,998,792

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

• See chapter 19 for defined terms.

Appendix 3B Page 9

Appendix 3B New issue announcement

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

Appendix 3B New issue announcement	Appendix 3B New issue announcement
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	23,998,792
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	23,998,792 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 10

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
31/03/2015 19/07/2015 30/11/2015 04/02/2016 31/08/2018	$0.64 $0.76 $0.88 $1.04 $0.125	12,500 125,000 37,500 750,000	250,000 75,000 ‐ 150,000 2,250,000	‐ ‐ ‐ ‐ ‐	‐ ‐ ‐ ‐ ‐	250,000 87,500 125,000 187,500 3,000,000
Total		925,000	2,725,000	‐	‐	3,650,000

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 31/08/2019	$0.00 $0.00 $0.00	‐ ‐ ‐	855,000 400,000 1,700,000	‐ ‐	‐ ‐	855,000 400,000 1,700,000
Total		‐	2,955,000	‐	‐	2,955,000

(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.

Appendix 3B Page 11

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:

Issuer: Centaurus Metals Limited ACN 009 468 099 Details of the issue of offer of securities:
Class of securities	Ordinary
ASX Code of the securities	CTM
Date of the issue of the securities	05 March 2015
Total number of securities issued	35,800,000

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.

John Westdorp Company Secretary Centaurus Metals Limited

Date of notice: 05 March 2015

• See chapter 19 for defined terms.

Appendix 3B Page 12