CENTAURUS METALS LIMITED — Capital/Financing Update 2017

Jul 11, 2017

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 Listed options
	624,025,798 ordinary shares 624,025,798 listed options
	Ordinary shares fully paid. Listed options with an exercise price of $0.01 and an expiry date of 31 August 2019.

• 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 with existing ordinary shares. Listed options will rank equally with ordinary shares upon exercise.
	Ordinary shares: $0.004 per share Listed options: Nil
	 Continue the active drilling program at the Serra Misteriosa Gold Project in Brazil, including the mobilisation of a second rig to advance the drilling rate;  Commence exploration activities on the highly prospective and well located Salobo West Copper‐Gold Project in Brazil and other tenements within the broader tenement package in Para, northern Brazil;  Provide general working capital, including the costs of marketing the Jambreiro Iron Ore Project for joint venture or divestment;  Meet the costs of the Rights Issue.
	Yes
	24 May 2017
	Nil

• 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
	624,025,798 ordinary shares 624,025,798 listed options
	N/A
	N/A
	Rule 7.1 262,090,835 Rule 7.1A 174,727,223
	10 August 2017
	Number	+Class
	1,747,272,235 226,233,707 624,025,798	Fully paid ordinary shares Listed options with exercise price of $0.01 and expiry date of 30 April 2018 Listed options with exercise price of $0.01 and expiry date of 31 August 2019

• See chapter 19 for defined terms.

Appendix 3B Page 3

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

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	No
	Renounceable
	5 ordinary shares for every 9 shares held plus 1 free attachingoption for everyshare issued
	Ordinary shares Listed options
	20 July 2017
	No
	Round down to nearest whole number
	All countries other than Australia and New Zealand.
	4 August 2017

• See chapter 19 for defined terms.

Appendix 3B Page 4

Appendix 3B New issue announcement

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 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?	CPS Capital GroupPtyLtd
	Lead Manager Fee of $60,000 Management fee of 1.0% of the total amount raised; Underwriting fee of 5% of the underwritten amount of $1.25 million; Shortfall placement fee of 5% of any shortfall placed byCPS.
	N/A
	N/A
	N/A
	N/A
	21 July 2017
	13 July 2017
	19 July 2017
	28 July 2017
	Contact your stockbroker or CPS Capital and refer to details provided in the Prospectus and the accompanyingEntitlement and Acceptance Form.

• See chapter 19 for defined terms.

Appendix 3B Page 5

Appendix 3B New issue announcement

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	Contact your stockbroker or CPS Capital and refer to details provided in the Prospectus and the accompanyingEntitlement and Acceptance Form.
	Contact the Company’s Share Registry – Advanced Share Registry and refer to details provided in the Prospectus and the accompanying Entitlement and Acceptance Form.
	10 August 2017

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 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 6

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 7

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)

Date: 12 July 2017

Print name: Paul Bridson

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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	660,779,023
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	 10,000,000 issued on 28/07/16  402,467,414 issued on 15/11/16  50,000,000 issued on 15/11/16  624,025,798 (the subject of this Appendix 3B)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	1,747,272,235

• See chapter 19 for defined terms.

Appendix 3B Page 9

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	262,090,835
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”	0
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	262,090,835
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	262,090,835_[Note: this is the remaining_ placement capacity under rule 7.1]

under rule 7.1
“A” x 0.15	262,090,835
Note: number must be same as shown in Step 2
Subtract“C”	0
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	262,090,835_[Note: this is the remaining_
	placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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” 1,747,272,235 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 0.10 174,727,223

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.

Appendix 3B Page 11

Appendix 3B New issue announcement

Appendix 3B New issue announcement	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	174,727,223
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	174,727,223

• See chapter 19 for defined terms.

Appendix 3B Page 12

Appendix 3B New issue announcement

Annexure 2

Securities Not Quoted on ASX ‐ Options Centaurus Metals Limited

Expiry date	Exerciseprice	Employee Options	Employee Options	Total number of shares under option
		Vested	Unvested
31/08/2018	$0.125	1,000,000	1,000,000	2,000,000
10/06/2018	$0.0082	5,500,000	‐	5,500,000
10/06/2019	$0.0082	8,500,000	‐	8,500,000
10/06/2020	$0.0082	‐	8,500,000	8,500,000
31/05/2020	$0.013	18,500,000	‐	18,500,000
31/05/2021	$0.014	‐	18,500,000	18,500,000
31/05/2000	$0.015	‐	37,000,000	37,000,000
Total		33,500,000	65,000,000	98,500,000

• See chapter 19 for defined terms.

Appendix 3B Page 13