CENTAURUS METALS LIMITED — Share Issue/Capital Change 2017

May 30, 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)	Unlisted options
	74,000,000 unlisted options
	The options are unquoted and have principal terms as follows: Tranche 1 – 18,500,000 options with an exercise price of 1.3 cents each, vesting immediately and expiring on 31 May 2020. Tranche 2 – 18,500,000 options with an exercise price of 1.4 cents each, vesting 31 May 2018 and expiring on 31 May 2021. Tranche 3 – 37,000,000 options with an exercise price of 1.5 cents each, vesting 31 May 2019 and expiringon 31 May2022.

• 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	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 were approved by shareholders at the Annual General Meeting held on 24 May 2017 and the ESOP was approved by shareholders at the Annual General Meeting 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
	24 May 2017
	Nil

• See chapter 19 for defined terms.

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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.	Nil
	Nil
	59,000,000 options issued to directors under _Exception 14_pursuant to shareholder approval received under Listing Rule 10.11 on 24 May 2017. 15,000,000 options issued to employee under _Exception 9_pursuant to shareholder approved ESOP.
	N/A
	N/A
	 Rule 7.1: 168,486,965  Rule 7.1A: 112,324,643
	31 May 2017

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

88 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
	1,123,246,437 226,233,707	Fully paid ordinary shares Listed options with exercise price of $0.01 and expiry date of 30 April 2018.
	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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Sign here: Date: 31 May 2017 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

==> picture [415 x 411] intentionally omitted <==

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

Insert number of fully paid [+] ordinary securities 529,667,912
on issue 12 months before the [+] issue date or
date of agreement to issue
Add the following:  77,201,276 issued on 21/06/16
• Number of fully paid [+] ordinary securities  52,798,724 issued on 21/06/16
issued in that 12 month period under an
 1,111,111 issued on 1/07/16
exception in rule 7.2
 10,000,000 issued on 28/07/16
• Number of fully paid [+] ordinary securities
issued in that 12 month period with  402,467,414 issued on 15/11/16
shareholder approval
 50,000,000 issued on 15/11/16
• 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” 1,123,246,437
----- End of picture text -----

• See chapter 19 for defined terms.

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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	168,486,965
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”	Nil
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	168,486,965
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	168,486,965_[Note: this is the remaining_ placement capacity under rule 7.1]

• It may be useful to set out issues of securities on different dates as separate line items

• “C” Nil

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	168,486,965
Note: number must be same as shown in Step 2
Subtract“C”	Nil
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	168,486,965_[Note: this is the remaining_
	placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 8

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” 1,123,246,437 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 0.10 112,324,643

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	112,324,643
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	112,324,643

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Annexure 2

Securities Not Quoted on ASX ‐ Options Centaurus Metals Limited

Expiry date	Exerciseprice	Director & Employee Options	Director & 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
31/05/2022	$0.015	‐	37,000,000	37,000,000
Total		25,000,000	73,500,000	98,500,000

• See chapter 19 for defined terms.

Appendix 3B Page 11