CENTAURUS METALS LIMITED — Capital/Financing Update 2016

Jun 9, 2016

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)	Unlisted options
	22,500,000 unlisted options
	The options are unquoted and have an exercise price of $0.0082 cents. Tranche 1 ‐ 5,500,000 options vest immediately and expire on 10 June 2018. Tranche 2 – 8,500,000 options vest 10 June 2017 and expire on 10 June 2019. Tranche 3 – 8,500,000 options vest 10 June 2018 and expire on 10 June 2020.

• 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	Shares issued upon exercise of the options will rank equally with existing fully paid ordinary shares on issue.
	Nil.
	Issue of Options as approved by shareholders and under the Company’s Employee Share Option Plan (ESOP). The issue of options to directors and the ESOP itself were approved by shareholders at the Annual General Meeting held on 31 May 2016. The purpose of the issue of options to directors and employees is to provide an ongoing incentive and retention tool for key personnel within the organisation.
	Yes
	31 May 2016
	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) 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
	16,500,000 options issued to directors under Exception 14_pursuant to shareholder approval received under Listing Rule 10.11 on 31 May 2016. 6,000,000 options issued to employee and contractor under _Exception 9 pursuant to shareholder approved ESOP.
	N/A
	N/A
	 Rule 7.1: 77,517,419  Rule 7.1A: 52,798,724
	10 June 2016
	Number	+Class
	529,667,912 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

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
	Unlisted Options – Refer to Annexure 2
	N/A

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:

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Date: 10 June 2016

Company Secretary

Print name: Paul Bridson

== == == == ==

• 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 294,589,321 on issue 12 months before the[+] issue date or date of agreement to issue Add the following:  5,757,000 issued on 02/07/15 • Number of fully paid[+] ordinary securities  24,691,068 issued on 13/07/15 issued in that 12 month period under an  26,508,932 issued on 13/07/15

• exception in rule 7.2  1,333,500 issued on 03/09/15

• • Number of fully paid[+] ordinary securities issued in that 12 month period with  1,333,333 issued on 12/10/15 shareholder approval  1,018,684 issued on 2/11/15  679,207 issued on 2/11/15  85,152,603 issued on 30/11/15

• • Number of partly paid[+] ordinary securities that became fully paid in that 12 month  33,898,305 issued on 30/11/15 period  46,501,476 issued on 10/12/15

• Note:  2,469,259 issued on 4/01/16

• • Include only ordinary securities here – other  2,721,224 issued on 1/03/16 classes of equity securities cannot be added  1,333,333 issued on 2/05/16

• 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

Nil

“A” 527,987,245

• See chapter 19 for defined terms.

Appendix 3B Page 6

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	79,198,086
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	1,680,667 issued on 2/05/16
“C”	1,680,667
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	79,198,086
Subtract“C” Note: number must be same as shown in Step 3	1,680,667
Total[“A” x 0.15] – “C”	77,517,419_[Note: this is the remaining_ placement capacity under rule 7.1]

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

Insert number of [+] equity securities issued or 1,680,667 issued on 2/05/16
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” 1,680,667
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Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

under rule 7.1
“A” x 0.15	79,198,086
Note: number must be same as shown in Step 2
Subtract“C”	1,680,667
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	77,517,419_[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

“A” 527,987,245 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 52,798,724

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” 0

• See chapter 19 for defined terms.

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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	52,798,724
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	52,798,724

• See chapter 19 for defined terms.

Appendix 3B Page 9

Appendix 3B New issue announcement

Annexure 2

Securities Not Quoted on ASX ‐ Options Centaurus Metals Limited

Expiry date	Exerciseprice	Employee Options	Employee Options	Non ‐ Employee Options	Non ‐ Employee Options	Total number of shares under option
		Vested	Unvested	Vested	Unvested
30/09/2016 31/08/2018 10/06/2018 10/06/2019 10/06/2020	$0.025 $0.125 $0.0082 $0.0082 $0.0082	‐ 500,000 5,500,000 ‐ ‐	‐ 1,500,000 ‐ 8,500,000 8,500,000	10,240,000 ‐ ‐ ‐ ‐	‐ ‐ ‐ ‐ ‐	10,240,000 2,000,000 5,500,000 8,500,000 8,500,000
Total		6,000,000	18,500,000	10,240,000	‐	34,740,000

• See chapter 19 for defined terms.

Appendix 3B Page 10