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CENTAURUS METALS LIMITED Major Shareholding Notification 2012

Sep 9, 2012

64715_rns_2012-09-09_ab10bab6-7bb9-4fcf-8601-445b94d3e85d.pdf

Major Shareholding Notification

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HOLDING REDLICH

FACSIMILE

To: Australian Securities Exchange

Market Announcements Attention:

1300 135 638 Fax number:

From: Nicholas Buttner / Daniel Blue Direct line: (03) 9321 9756 / (03) 9321 9829

10 September 2012 Date:

Centaurus Metals Limited Subject:

Number of pages: 15

The information contained in this facsimile may be confidential and may also be the subject of legal professional privilege. If you are not the intended recipient, any use, disclosure or copying of any part of this facsimile is unauthorised.

This facsimile is also subject to copyright. No part of it should be reproduced, adapted or communicated without the written consent of the copyright owner. Any personal information in this facsimile must be handled in accordance with the Privacy Act 1988 (Cth).

If you have received this facsimile in error, we apologise for any inconvenience caused and request that you Immediately telephone our office on +61 (0) 3 9321 9999.

If any part of this facsimile is not received, please advise on +61 (0) 3 9321 9999.

Dear Sir/Madam

We act for Liberty Metals and Mining Holdings, LLC and, on behalf of our client, we enclose a notice of initial substantial holder (Form 603) in relation to Centaurus Metals Limited.

Yours sincerely

Holding Rechich

HOLDING REDLICH

M:4193665_1 NRB

Melbourne, Sydney, Brisbane

Level 8 555 Bourke Street Melbourne Vic 3000 DX 422 Melbourne GPO Box 2154 Melbourne Vic 3001 T +61 3 9321 9999 www.holdingredich.com ABN 15 364 527 724

603 Page 1/2 15 July 2001

Form 603

Corporations Act 2001 Bection 671B

Notice of initial substantial holder

Ιœ Company Name/Scheme Centaurus Metals Limited
ACN/ARSN 009 468 099
1. Details of substantial holder (1)
Name Liberty Mutual Holding Company Inc. and its associated entities fisted in Annexure A
ACN/ARSN (if applicable) Not applicable

The holder became a substantial holder on

6 September 2012

2. Details of vetting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial
holder or an associate (2) had a relevant interest (3) in on the date the aubstantial holder follows:

Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Fully paid ordinary shares 25,000,000 25,000,000 12.77%

3. Details of relevant interests

The nature of the relevant interest the substantiel holder or an associate had in the following voting securities on the date the
substantial holder became a substantiel holder are as follows:

Holder of relevant interest Nature of relevant interest $(7)$ Class and number of securities
See Annexure B

4. Details of present registered holders

The parsons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant Registered holder of Person entitled to be Class and number
Interest securities registered as holder (8) of securities
person named
Each
In section 3
Liberty
Metals
and
Mining Holdings, LLC
Liberty Metals and Mining
Holdings, LLC
25,000,000 fully
maid
ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day
that the substantial holder became a substantial holder is as follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Class and number
of securities
Cash Non-cash
Liberty
Metals
and
Mining Holdings, LLC
13 July 2012 \$3,214,286 50 7,305,105
fully
pald
ordinary shares
Metals
Liberty
and
Mining Holdings, LLC
6 September 2012 \$7,785,714 80 17.694.605 fully
paid
ordinary shares
Each
other
person
named in section 3
As for Liberty Metals &
Mining, Holdings, LLC
None - a deemed
relevant Interast
As for Liberty Metals &
Mining, Holdings, LLC

6. Associatos

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if Nature of association
applicable)
namad
Each
person
section 3
Each person named in section 3 is an associate pursuant to s12(a) of the
Corporations Act by virtue of being a body corporate that Liberty Mutual
Holding Company Inc. controls.

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
Liberty Mutual Holding Company Inc. 175 Berkeley Straet, Boston, Massachusetta 02116, United
Stales of America
LMHC Massachusetts Holdings Inc. 175 Berkeley Street, Boston, Massachusetts 02116, United
States of America
Liberty Mutual Group Inc. 175 Berkeley Street, Boston, Massachusetts 02116, United
States of America
Liberty Mutual Insurance Company 175 Berkeley Street, Boston, Massachusetts 02116, United
States of America
Liberty Metals & Mining Holdings, LLC Boston.
18H.
Street.
floor.
18th
Berkeley
175
Massachusetts 02110, United States of America

Signature

A. Alexander Fontenes
print name
capacity Executive Vice President and Chief investment
Officer
sign here Affond September 2012
date /
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a compration and its related corporations,
or the manager and inates of an equity trust), the names could be included in an annexure to the form. If the relevent interests of
  • as any memory of the second of our operations, the names while the memory of international content in the recovered memory of the
    International persons are essentially similar, they may be referred to throughout the form a
  • See the definition of 'associate' in section 9 of the Corporations Act 2001. $(2)$
  • See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
  • The volling shares of a company constitute one class unless divided into eeperate classes. $(A)$
  • The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the $(5)$ person or an associate has a relevant interest in.
  • The parson's votes divided by the total votes in the body corporate or scheme multiplied by 100. $\langle 6 \rangle$
  • Include details of: $\sigma$
  • any relevant agreement or other circumstances by which the relevant interset was acquired. If subsection 671B(4)
    applies, a copy of any document satting out the leans of any relevant sgreement, and a statement by the p $(a)$ statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voling
    powers or disposel of the securities to which the relevant interest relates (indicating clearly the $(D)$

See the definition of 'relevant agreement' in section 9 of the Corporations Act 2001.

M:4085466_4 NRB

603 Page 3/2 15 July 2001

  • If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) $(8)$ write 'unknown'.
  • Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest
    was acquired has, or mey, become entitled to recalve in relation to that acquisition. Details m $\left(\Theta\right)$

Annexure A to Form 603

This is Annexure A of 9 pages referred to in the Form 603 Notice of initial substantial holder prepared by Liberty Mutual Holding Company Inc.

Se otember 2012 Signed by me and dated sign here

name A. Alexander Fonlanes position Executive Vice President and Chief Investment Officer

NAME
LIBERTY MUTUAL HOLDING COMPANY INC.
LMHC MASSACHUSETTS HOLDINGS INC.
·LIBERTY MUTUAL GROUP INC.
LIBERTY MUTUAL INSURANCE COMPANY
LIBERTY METALS & MINING HOLDINGS, LLC
LIBERTY CORPORATE SERVICES LLC
LIBERTY COUNTY MUTUAL INSURANCE COMPANY
LIBERTY MUTUAL MID-ATLANTIC INSURANCE COMPANY
MONTGOMERY MUTUAL INSURANCE COMPANY
LIBERTY MUTUAL CLUB
LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST
ST. JAMES INSURANCE COMPANY LTD.
BERKELEY/ST. JAMES II LLC
LIBERTY MUTUAL GROUP ASSET MANAGEMENT INC.
LIBERTY MUTUAL MANAGEMENT (BERMUDA) LTD.
LIBERTY MUTUAL FIRE INSURANCE COMPANY
LIBERTY MUTUAL PERSONAL INSURANCE COMPANY
EMPLOYERS INSURANCE COMPANY OF WAUSAU
LIBERTY LIFE HOLDINGS INC.
LIBERTY INFORMATION TECHNOLOGY LIMITED
LIBERTY FINANCIAL SERVICES, INC.
LIBERTY MUTUAL MANAGED CARE LLC

$\sim$ $\bar{\beta}$

LIU SPECIALTY INSURANCE AGENCY INC.
HELMSMAN MANAGEMENT SERVICES LLC
WAUSAU SIGNATURE AGENCY LLC
SUMMIT CONSULTING, INC.
HELMSMAN INSURANCE AGENCY, LLC
LIBERTY SYNDICATE SERVICES LIMITED
BERKELEY/ST. JAMES REAL ESTATE LLC
LIBERTY MUTUAL INVESTMENT ADVISORS, LLC
LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
RJTCF-37 GEORGIA TAX CREDIT FUND L.L.C.
ST. JAMES/ARLINGTON LLC
COPLEY VENTURE CAPITAL, INC.
CASCADE DISABILITY MANAGEMENT INC.
KETER CONSULTING LLC
HERITAGE SUMMIT HEALTHCARE, INC.
SUMMIT CONSULTING, INC. OF LOUISIANA
LIBERTY ASSIGNMENT CORPORATION
BARCO ASSIGNMENTS LTD
LIBERTY PERSONAL INSURANCE COMPANY
LIBERTY INTERNATIONAL HOLDINGS LLC
LIBERTY SURPLUS INSURANCE CORPORATION
LIBERTY MUTUAL INSURANCE COMPANY - ESCRITORIO DE REPRESENTACAO NO BRASIL LTDA.
LIBERTY INSURANCE UNDERWRITERS INC.
LIBERTY INSURANCE COMPANY LIMITED
LIBERTY INTERNATIONAL HOLDINGS INC.
LIBERTY CORPORATE CAPITAL LIMITED
LIBERTY SYNDICATE MANAGEMENT LIMITED
LIBERTY MEXICO HOLDINGS INC.
LIBERTY INTERNATIONAL LATIN AMERICA IT LLC

M:4107402_3 NRB

$\sim 10^{-1}$

$\bar{\ell}$

LIBERTY INTERNATIONAL EUROPE INC.
LIBERTY INTERNATIONAL NETHERLANDS VOF
LIBERTY INSURANCE LIMITED
LIBERTY INTERNATIONAL ASIA PACIFIC HOLDINGS LLC
LIBERTY MEXICO HOLDINGS S.A. DE C.V.
LIBERTY INTERNATIONAL US DUTCH EEN LLC
TWEE US DUTCH LLC
KRITAYA TUN CO., LTD.
LIBERTY CITYSTATE HOLDINGS PTE LTD
TUN KAOKLAI CO., LTD.
LMG INSURANCE COMPANY LIMITED
KHOOM KHAO INSURANCE PUBLIC COMPANY LIMITED
LIBERTY INSURANCE PTE LTD
LIBERTY INTERNATIONAL INSURANCE LIMITED
LIBERTY INTERNATIONAL ASIA IT PTE LTD.
LIBERTY INTERNATIONAL AMSTERDAM HOLDINGS CV
LIBERTY INTERNATIONAL NETHERLANDS HOLDINGS CV
LIBERTY INTERNATIONAL US NETHERLANDS LLC
LIBERTY INTERNATIONAL EUROPEAN HOLDINGS COOPERATIVEU.A.
LIBERTY INTERNATIONAL EUROPEAN HOLDINGS B.V.
LIBERTY INTERNATIONAL US EUROPEAN HOLDINGS LLC
LIBERTY ITB UK and EUROPEAN LIMITED
LIBERTY INTERNATIONAL CHILE S.A.
LIBERTY MUTUAL IRELAND INVESTMENT HOLDINGS LIMITED
LIBERTY SPAIN INSURANCE GROUP LLC
LLIC S.a.r.I
LIBERTY MUTUAL INSURANCE EUROPE LIMITED
KIT Finance Insurance
LIBERTY INTERNATIONAL EUROPE IT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ

$\sim$

M:4107402_3 NRB

$\frac{1}{4}$ $\overline{\phantom{a}}$

LIBERTY COMPANIA DE SEGUROS GENERALES S.A.
LIBERTY INSURANCE LIMITED
LIBERTY SEGUROS, COMPANIA DE SEGUROS Y REASEGUROS, S.A.
VISION EMPLOYMENT HEALTH AND SAFETY LIMITED
VISION RISK MANAGEMENT LIMITED
VISION UNDERWRITING LIMITED
LIBERTY RISK SERVICES DE VENEZUELA, S.A.
LI (COLOMBIA) HOLDINGS LTD.
LILA (COLOMBIA) HOLDINGS LTD.
LIBERTY INTERNATIONAL ARGENTINA HOLDINGS S.A.
LIBERTY RISK SERVICES ARGENTINA S.A.
LIBERTY INTERNATIONAL BRASIL LTDA.
SEGUROS CARACAS DE LIBERTY MUTUAL, C.A.
LIBERTY SEGUROS, S.A.
GENESIS SEGUROS GENERALES, SOCIEDAD ANONIMA DE SEGUROS Y REASEGUROS, SOCIEDAD
UNIPERSONAL
LIBERTY SIGORTA ANONIM SIRKETI
SERVIHOGAR GESTION 24 HORAS, S.L.
LIBERTY SEGUROS S.A.
LIBERTY SEGUROS ARGENTINA S.A.
LIBERTY SEGUROS S/A
INDIANA SEGUROS S/A
SEKER HAYAT SIGORTAANONIM SIRKETI
LIBERTY SEGUROS DE VIDA S.A.
FUNDACION SEGUROS CARACAS
INVERSIONES 6757, C.A.
INVERSIONES 3461, C.A.
INVERSORA SEGUCAR FINANCIADORA DE PRIMAS, C.A.
LIBERTY INTERNATIONAL LATIN AMERICA HOLDINGS, LLC

$\sim 10^7$

Ŷ,

$\mathcal{L}_{\mathbf{a}}$

$\bar{1}$

$\mathbb{R}^3$

٦

INVERSORA CENTRO COMERCIAL, C.A.
REASEGURADORA CARACAS, S.A.
LA LIBERTAD COMPANIA DE INVERSIONES Y SERVICIOS S.A.
LIBERTY REAL ESTATE HOLDINGS LLC
LIBERTY STRUCTURED HOLDINGS LLC
LIBERTY BRASIL INVESTIMENTOS E PARTICIPAÇÕES LTDA.
BERKELEY/COLUMBUS III LLC
LIBERTY INVESTMENTRE LLC
ST. JAMES/ARLINGTON MANAGEMENT LLC
LIBERTY MUTUAL SCHOLARSHIP FOUNDATION
LIBERTY MUTUAL INSURANCE COMPANY
LMIA COINVESTMENT LLC
LIBERTY ENERGY HOLDINGS, LLC
LMG FILM PRODUCTIONS, LLC
LIBERTY CHINA, LLC
LIBERTY MUTUAL EQUITY LLC
LIBERTY MUTUAL FOUNDATION INC.
LIBERTY PACIFIC DIRECT INVESTMENTS, LIMITED
SAN DIEGO INSURANCE COMPANY
BERKELEY/COLUMBUS II LLC
BROOKE DRILLING, LLC
KELLEN HOLDINGS, LLC
LIBERTY ENERGY, LLC
TARA ENERGY INVESTMENTS, LLC
LIBERTY ENERGY CANADA, INC.
LRE PROPERTIES, INC.
LIBERTY HOSPITALITY GROUP, INC.
LIBERTY/WARRENVILLE LLC
LIBERTY/MILWAUKEE LLC

10/09 2012 MON 9:10 FAX

$\ddot{\phantom{a}}$

$\mathcal{A}$

$\cdot$

$\overline{1}$

$\sim 10^7$

LIBERTY/HOFFMAN ESTATES LLC
BERKELEY/COLUMBUS REAL ESTATE LLC
WILDCAT MIDSTREAM HOLDINGS LLC
BERKELEY HOLDING COMPANY ASSOCIATES, INC.
LM INSURANCE CORPORATION
LIBERTY INSURANCE CORPORATION
LIBERTY SPONSORED INSURANCE (VERMONT) INC.
LIBERTY RE (BERMUDA) LTD
LIBERTY MUTUAL CAPTIVE HOLDINGS LLC
WAUSAU UNDER-WRITERS INSURANCE COMPANY
WAUSAU GENERAL INSURANCE COMPANY
WAUSAU BUSINESS INSURANCE COMPANY
SUMMIT HOLDING SOUTHEAST, INC.
WAUSAU INSURANCE COMPANY (U.K.) LIMITED
INSURANCE COMPANY OF ILLINOIS
THE FIRST LIBERTY INSURANCE CORPORATION
BERKELEY MANAGEMENT CORPORATION
LM GENERAL INSURANCE COMPANY
LM PROPERTY AND CASUALTY INSURANCE COMPANY
LIBERTY MUTUAL MANAGEMENT (VERMONT) LLC
LIBERTY MUTUAL MANAGEMENT (SOUTH CAROLINA) LLC
LIBERTY MUTUAL HOLDINGS(BERMUDA) LTD.
LEXCO LIMITED
BRIDGEFIELD EMPLOYERS INSURANCE COMPANY
LIBERTY LLOYDS OF TEXAS INSURANCE COMPANY
LIBERTY MUTUAL MANAGEMENT (CAYMAN) LTD.
ARLINGTON INSURANCE COMPANY, LTD
THE STUART INSURANCE GROUP, LTD.
BRIDGEFIELD CASUALTY INSURANCE COMPANY

M:4107402_3 NRB

$\sim$

LIBERTY INSURANCE HOLDINGS, INC.
OHIO CASUALTY CORPORATION
LIBERTY MUTUAL AGENCY CORPORATION
THE OHIO CASUALTY INSURANCE COMPANY
OCI PRINTING, INC.
PEERLESS INSURANCE COMPANY
GULF STATES AIF, INC.
INDIANA INSURANCE COMPANY
LIBERTY INTERNATIONAL UNDERWRITING SERVICES LIMITED
DIVERSIFIED SETTLEMENTS, INC.
SAFECO CORPORATION
AVOMARK INSURANCE AGENCY, LLC
WEST AMERICAN INSURANCE COMPANY
OHIO SECURITY INSURANCE COMPANY
AMERICAN FIRE AND CASUALTY COMPANY
OCASCO BUDGET, INC.
AMERICA FIRST LLOYD'S INSURANCE COMPANY
CONSOLIDATED INSURANCE COMPANY
LIBERTY PARKWOOD CROSSING LLC
GENERAL AMERICA CORPORATION
SAFECO OFFSHORESOURCING PRIVATE LTD.
OPEN SEAS SOLUTIONS, INC.
SAFECO PROPERTIES, INC.
AMERICAN STATES INSURANCE COMPANY
GENERAL INSURANCE COMPANY OF AMERICA
AMERICAN STATES PREFERRED INSURANCE COMPANY
SAFECO INSURANCE FOUNDATION
SAFECO INSURANCE COMPANY OF AMERICA
BARRIER RIDGE LLC

$\ddot{\phantom{a}}$

$\ddot{\phantom{a}}$

$\sim$

$\mathcal{A}^{\pm}$

$\Box$

$\ddot{\phantom{0}}$

$\ddot{\phantom{0}}$

l,

$\cdot$

AMERICAN ECONOMY INSURANCE COMPANY
COMMERCIAL AVIATION INSURANCE, INC.
PILOT INSURANCE SERVICES, INC.
F.B. BEATTIE & CO., INC.
GENERAL AMERICA CORPORATION OF TEXAS
RIANOC RESEARCH CORPORATION
SAFECARE COMPANY, INC.
WINMAR COMPANY, INC.
SAFECO GENERAL AGENCY, INC.
SAFECO INSURANCE COMPANY OF INDIANA
SAFECO INSURANCE COMPANY OF OREGON
SAFECO NATIONAL INSURANCE COMPANY
SAFECO SURPLUS LINES INSURANCE COMPANY
EMERALD CITY INSURANCE AGENCY, INC.
SAFECO INSURANCE COMPANY OF ILLINOIS
AMERICAN STATES INSURANCE COMPANY OF TEXAS
SAFECO LLOYDS INSURANCE COMPANY
AMERICAN STATES LLOYDS INSURANCE COMPANY
S.C. BELLEVUE, INC.
SCIT, INC.
CAPITOL COURT CORPORATION
WINMAR OF THE DESERT, INC.
WINMAR OREGON, INC.
WINMAR-METRO, INC.
FIRST NATIONAL INSURANCE COMPANY OF AMERICA
LIBERTY NORTHWEST INSURANCE CORPORATION
GOLDEN EAGLE INSURANCE CORPORATION
AMERICA FIRST INSURANCE COMPANY.
EXCELSIOR INSURANCE COMPANY

M:4107402_3 NRB

$\bar{\phantom{a}}$

$\bar{z}$

COLORADO CASUALTY INSURANCE COMPANY
THE NETHERLANDS INSURANCE COMPANY
HAWKEYE-SECURITY INSURANCE COMPANY
THE MIDWESTERN INDEMNITY COMPANY
LIBERTY-USA CORPORATION
LIBERTY MANAGEMENT SERVICES, INC.
OREGON AUTOMOBILE INSURANCE COMPANY
NORTH PACIFIC INSURANCE COMPANY
LIBERTY CONTRACTORS RETRO GROUP
MID-AMERICAN FIRE & CASUALTY COMPANY
THE NATIONAL CORPORATION
LIH-RE OF AMERICA CORPORATION
PEERLESS INDEMNITY INSURANCE COMPANY
FIRST STATE AGENCY, INC.
NATIONAL INSURANCE ASSOCIATION
AMBCQ CAPITAL CORPORATION
LIBERTY/KENT LLC
LIBERTY VIDEOCON GENERAL INSURANCE COMPANY LIMITED

$\sim$ $\sim$

$\sim 0.01$ and

Annexure B to Form 603

This is Annexure B of 1 page referred to in the Form 603 Notice of initial substantial holdings prepared by Liberty Mutual Holding Company Inc.

September 2012 Signed by me and dated Ω sign here

Executive Vice President and Chief Investment Officer position A. Alexander Fontanes name

Details of relevant interests

Holder of relevant interest Nature of refevant interest (7) Class and number of
securities
Liberty Metals & Mining
Holdings, LLC
Registered holder of the securities lesued on 13 July
2012 and Co Seatember 2012 pursuant to a
subscription agreement dated on or about 4 July 2012,
as amended on 7 July 2012, which is summerised in
Annexure C.
25,000,000 fully paid
ordinary shares
Liberty Mutual Insurance
Company
Taken under section 608(3)(b) of the Corporations Act
to have a relevant interest in the securities, by virtue of
having control of Liberty Matals and Mining Holdings,
LLC
25,000,000 fully paid
ordinary shares
Liberty Mutual Group Inc. Takan under section 608(3)(b) of the Corporations Act
to have a relevant interest in the securities, by virtue of
having control of Liberty Mutual Insurance Company
which in turn controls Liberty Metals and Mining
Holdings, LLC
25,000,000 fully paid
ordinary shares
LMHC Massachusetts Inc. Taken under section 608(3)(b) of the Corporations Act
to have a relevant interest in the securities, by virtue of
having control of Liberty Mulual Group Inc., which in
turn controls Liberty Mutual Insurance Company,
which in turn controls Liberty Metals and Mining
Holdings, LLC,
25,000,000 fully paid
ordinary shares
Liberty Mutual Holding
Company Inc.
Taken under section 608(3)(b) of the Corporations Act
to have a relevant interest in the securities, by virtue of
having control of LMHC Massachusetts Inc., which in
turn controls Liberty Mutual Group Inc., which in turn
controls Liberty Mutual Insurance Company, which in
turn controls Liberty Metals and Mining Holdings, LLC,
26,000,000 fully paid
ordinary shares

$\overline{\phantom{a}}$

Annexure C to Form 603

This is Annexure C of 1 page referred to in the Form 603 Notice of initial substantial holder prepared by Liberty Mutual Holding Company Inc.

September 2012 Signed by me and dated $\boldsymbol{\mathscr{P}}$ sign here

position Executive Vice President and Chief Investment Officer A. Alexander Fontanes name

SUMMARY OF KEY TERMS OF SUBSCRIPTION AGREEMENT DATED ON OR ABOUT 4 JULY 2012, AS AMENDED ON 7 JULY 2012

Parties Centaurus Metals Ltd (Company) and Liberty Metals & Mining Holdings, LLC
(Applicant)
Allotment and
issue of shares
The Applicant agreed to subscribe for, and the Company agreed to allot and
issue to the Applicant, 25,000,000 shares in two tranches.
Tranche 1 involved the allotment and issue of 7,305,195 fully paid ordinary
shares for total cash consideration of AUD\$3,214,286.
Tranche 2, which was approved at a meeting of the Company's shareholders
held on 3 Avayst 2012 __ involved the allotment and issue of 17,894,805
fully paid ordinary shares for total cash consideration of AUD\$7,786,714.
Use of
subscription
funds
The Company agreed that it may only use the subscription funds:
to fund feasibility studies on the Company's Jambreiro fron Ore Project
٠
in Brazil, and for early stage capital expenditures at the project;
to fund the Company's exploration and drilling programs on such of its
projects as it sees fit;
to fund acquisitions to support the Company's domestic and export iron
ore business in Brazil; and
for general corporate and administrative expenses, including, without
limitation, costs associated with the agreement.

$\overline{\phantom{a}}$