CENTAURUS METALS LIMITED — Capital/Financing Update 2019

Jun 5, 2019

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)	(a) Listed options (New options) (b) Listed options (New options) (c) Listed options (New options) (d) Listed options (New options)
	(a) 400,000,000 listed options (b) 30,000,000 listed options (c) 100,000 listed options (d) 4,000,000 listed options
	Listed options with an exercise price of $0.012 and an expiry date of 31 May 2021. The terms and conditions of the listed options are set out in the Cleansing Prospectus lodged with ASX and ASIC on 4 June 2019.

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	No. Shares issued upon exercise of the listed options will rank equally with existing fully paid ordinary shares on issue.
	(a) Nil (b) Nil (c) $0.001 (d) Nil
	(a) Free attaching 1 for 1 options associated with the share placement to sophisticated and professional investors announced on 21 March 2019 and as approved by shareholders at the AGM held on 31 May 2019. (b) Issued to nominees of Pinnacle Equities Pty Ltd as part of their fee as Lead Manager to the share placement and as approved by shareholders at the AGM held on 31 May 2019. (c) Issued pursuant to the Cleansing Prospectus lodged with ASX and ASIC on 4 June 2019. (d) Issued to a director following participation in the share placement announced on 21 March 2019 on the same terms as other participants and as approved by shareholders at the AGM held on 31 May2019.
	Yes
	31 May 2019

• See chapter 19 for defined terms.

Appendix 3B Page 2

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 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.	(c) 100,000 listed options
	Nil
	(a) 400,000,000 listed options (b) 30,000,000 listed options Security holder approval was obtained for the above issues at the AGM held on 31 May 2019.
	(d) 4,000,000 listed options issued under Listing Rule 7.2 (Exception 14) Security holder approval was obtained for the above issue at the AGM held on 31 May2019.
	N/A
	N/A
	Rule 7.1: 406,247,324 Rule 7.1A: 270,898,216
	6 June 2019

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) 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
	2,708,982,165 623,049,575 434,100,000	Fully paid ordinary shares Listed options with exercise price of $0.01 and expiry date of 31 August 2019. Listed options with exercise price of $0.012 and expiry date of 31 May2021.
	Number	+Class
	262,000,000 Unlisted Options and 90,000,000 Performance Rights (Refer to Annexure 2)
	N/A

Part 2 ‐ Pro rata issue

Questions 11 to 33 ‐ 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 – 434,100,000 listed options

• (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

• See chapter 19 for defined terms.

Appendix 3B Page 4

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 ]

Entities that have ticked box 34(b)

Questions 38 to 42 ‐ 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: ~~(Director~~ /Company Secretary) Print name: Paul Bridson

Date: 6 June 2019

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 6

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 2,299,482,165 on issue 12 months before the[+] issue date or date of agreement to issue Add the following:  5,500,000 shares issued 11/6/18. • Number of fully paid[+] ordinary securities  400,000,000 shares issued 27/3/19 issued in that 12 month period under an  4,000,000 shares issued 31/5/19.

• 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

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 2,708,982,165

• See chapter 19 for defined terms.

Appendix 3B Page 7

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	406,347,324
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	100,000 listed options issued 6/6/19 (included within this Appendix 3B)
“C”	100,000
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	406,347,324
Subtract“C” Note: number must be same as shown in Step 3	100,000
Total[“A” x 0.15] – “C”	406,247,324_[Note: this is the remaining_ placement capacity under rule 7.1]

under rule 7.1
“A” x 0.15	406,347,324
Note: number must be same as shown in Step 2
Subtract“C”	100,000
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	406,247,324_[Note: this is the remaining_
	placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 8

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	2,708,982,165
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	270,898,216
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
“E”	Nil

• 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

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	270,898,216
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	270,898,216

• See chapter 19 for defined terms.

Appendix 3B Page 10

Annexure 2

Securities Not Quoted on ASX ‐ Options Centaurus Metals Limited

Expiry date	Exerciseprice	Employee Options	Employee Options	Options	Total number of shares under option
		Vested	Unvested
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
31/05/2022	$0.015	33,500,000	‐	‐	33,500,000
31/01/2020	$0.015	‐	‐	167,500,000	167,500,000
04/06/2022	$0.012	1,750,000	‐	‐	1,750,000
04/06/2023	$0.012	‐	1,750,000	‐	1,750,000
04/06/2024	$0.012	‐	3,500,000	‐	3,500,000
Total		89,250,000	5,250,000	167,500,000	262,000,000

Securities Not Quoted on ASX – Performance Rights Centaurus Metals Limited

The following Performance Rights were issued to Terrativa Minerais SA under the terms of the Company’s Agreement with Terrativa Minerais SA as announced on 5 October 2016 in relation to the the right to acquire 100% of the Para Exploration Package in Brazil by undertaking R$2.5 million (~A$1 million) of expenditure within two years of execution of the Agreement.

Each tranche of Performance Rights will be converted into Ordinary Shares upon the achievement in full of the following vesting conditions:

• Tranche A – 30,000,000 Performance Rights will be converted into Ordinary Shares if, within a period of 5 years after the date of issue of the Performance Rights, a JORC‐compliant Inferred Resource of 500,000oz of gold or gold equivalent is defined on the Pará Exploration Package Project tenements;

• Tranche B – 30,000,000 Performance Rights will be converted into Ordinary Shares if, within a period of 5 years after the date of issue of the Performance Rights, a JORC‐compliant Inferred Resource of 1,000,000oz of gold or gold equivalent is defined on the Pará Exploration Package Project tenements;

• Tranche C – 30,000,000 Performance Rights will be converted into Ordinary Shares if, within a period of 5 years after the date of issue of the Performance Rights, a JORC‐compliant Inferred Resource of 1,500,000oz of gold or gold equivalent is defined on the Pará Exploration Package Project tenements.

• See chapter 19 for defined terms.

Appendix 3B Page 11