CENTAURUS METALS LIMITED — Share Issue/Capital Change 2012

Sep 5, 2012

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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 (eg, 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
	40,407,255 ordinary shares fully paid – Tranche 2 of share placement announced on 9 July 2012
	Ordinary shares fully paid, rank equally with existing ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

4 Do the+securities rank equally in all respects from the date of allotment 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) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Yes	Yes
	44 cents per share
	Share placement to fund exploration and development of the Company’s iron ore projects in Brazil
	6 September 2012
	Number	+Class
	195,747,919	Ordinary

• See chapter 19 for defined terms.

Appendix 3B Page 2

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Unlisted Options - Refer Appendix 1
	Not applicable

Part 2 - Deleted – 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 (ordinary shares only) ]

• (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 3

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 not available now, 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.

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Sign here: ............................................................ Date: 6 September 2012 Company Secretary

Print name: Geoff James

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 4

Appendix 3B New issue announcement

Centaurus Metals Limited Appendix 1 - Options

Expiry date	Exerciseprice	Employee Options	Employee Options	Non - Employee Options	Non - Employee Options	Total number of shares under option
		Vested	Unvested	Vested	Unvested
20/11/2012 20/11/2012 20/11/2012 14/02/2013 01/10/2013 31/12/2013 31/12/2013 01/01/2014 17/07/2014 17/07/2014 17/07/2014 17/07/2014 31/08/2014 31/08/2014 31/08/2014 01/10/2014 31/10/2014 31/12/2014 31/12/2014 31/12/2014 17/01/2015 15/02/2015 06/03/2015 31/03/2015 31/03/2015 31/03/2015 01/06/2015 19/07/2015 29/08/2015 30/11/2015 04/02/2016 30/01/2017	$1.64 $1.96 $2.28 $0.80 $0.88 $0.64 $1.20 $1.04 $0.40 $0.60 $0.80 $0.96 $0.80 $0.96 $1.20 $0.88 $0.56 $0.80 $1.30 $1.80 $1.04 $0.64 $1.04 $0.64 $0.80 $0.96 $1.04 $0.76 $0.80 $0.88 $1.04 $0.80	62,500 62,500 62,500 - 12,500 300,000 50,000 - 125,000 281,250 406,250 125,000 - - - 56,250 2,000,000 - - - 6,250 - 12,500 62,500 62,500 62,500 6,250 12,500 6,250 62,500 37,500 100,000	- - - - - - - - - - - - - - - 162,500 - 300,000 - - 31,250 218,750 - 250,000 - - 31,250 75,000 31,250 62,500 150,000 300,000	- - - 2,000,000 - - - 62,500 - - - - 625,000 - 3,750,000 - - 200,000 - - - - - - - - - - - - - -	- - - - - - - - - - - - - 625,000 - - - - 200,000 400,000 - - - - - - - - - - - -	62,500 62,500 62,500 2,000,000 12,500 300,000 50,000 62,500 125,000 281,250 406,250 125,000 625,000 625,000 3,750,000 218,750 2,000,000 500,000 200,000 400,000 37,500 218,750 12,500 312,500 62,500 62,500 37,500 87,500 37,500 125,000 187,500 400,000
Total		3,975,000	1,612,500	6,637,500	1,225,000	13,450,000

• See chapter 19 for defined terms.

Appendix 3B Page 5

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:

Class of securities	Ordinary
ASX Code of the securities	CTM
Date of the issue of the securities	6 September 2012
Total number of securities issued	40,407,255

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.

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Geoff James Company Secretary Centaurus Metals Limited

Date of notice: 6 September 2012

• See chapter 19 for defined terms.

Appendix 3B Page 6