ECLIPSE METALS LIMITED. — Capital/Financing Update 2015

Nov 3, 2015

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	Eclipse Metals Limited
ACN	142 366 541

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) 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	Shares
	323,553,412 Shares
	Fully Paid Ordinary Shares rank equally
	Shares issued will rank equally with existing fully paid Ordinary Shares on issue; and Shares issued upon the exercise of the Unlisted Options will rank equally with existing fully paid Ordinary Shares on issue
	0.025 cents per Share for a total consideration of approximately $808,884

• See chapter 19 for defined terms.

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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 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 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Current Number and+class of all+securities quoted on ASX		The Company will use the funds raised under the Rights Issue for  Exploration work on Mary Valley, Liverpool Uranium and other Tenements;  Identification of new opportunities; and  General working capital purposes including paying creditors and meeting the costs of the Offer	The Company will use the funds raised under the Rights Issue for  Exploration work on Mary Valley, Liverpool Uranium and other Tenements;  Identification of new opportunities; and  General working capital purposes including paying creditors and meeting the costs of the Offer
		Yes
		At the Company’s Annual General Meeting held on 27 November 2014
		Nil
		Nil
		Nil
		323,553,412 Shares
		N/A
		N/A
		Remaining Issue Capacity under Rule 7.1 130,649,036 Securities Remaining Issue Capacity under Rule 7.1A 95,766,024Shares
		Approximately 22 December 2015
		Number	Class
		647,106,824	Ordinary Shares

• See chapter 19 for defined terms.

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Number Class 8A Proposed Number and+class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 970,660,236 Ordinary Shares Number Class 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 150,000 103,023,813 30 November 2015 Unlisted Options at 20 cents 30 November 2016 Unlisted Options at 6 cents 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Not Applicable Part 2 - Bonus issue or pro rata issue 11 Is security holder approval required? No 12 Is the issue renounceable or non- renounceable? Non-Renounceable Entitlement Issue 13 Ratio in which the+securities will be offered One (1) New Share for every two (2) Shares held by Shareholders 14 +Class of +securities to which the offer relates Ordinary Shares 15 +Record date to determine entitlements 10 November 2015 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Not Applicable 17 Policy for deciding entitlements in relation to fractions Rounded down to the nearest whole number 18 Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. Shareholders in Australia and New Zealand are entitled to participate 19 Closing date for receipt of acceptances or renunciations 11 December 2015 20 Names of any underwriters The Offer is not underwritten 21 Amount of any underwriting fee or commission Not Applicable	Number	Number	Class
	970,660,236		Ordinary Shares
	Number		Class
	150,000 103,023,813		30 November 2015 Unlisted Options at 20 cents 30 November 2016 Unlisted Options at 6 cents
	Not Applicable
		No
		Non-Renounceable Entitlement Issue
		One (1) New Share for every two (2) Shares held by Shareholders
		Ordinary Shares
		10 November 2015
		Not Applicable
		Rounded down to the nearest whole number
		Shareholders in Australia and New Zealand are entitled to participate
		11 December 2015
		The Offer is not underwritten
		Not Applicable

• See chapter 19 for defined terms.

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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 prospectus or Product Disclosure Statement 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? 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 +Despatch date	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	13 November 2015
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	22 December 2015

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 and Securities issued on expiry or conversion of convertible securities

Questions 35 to 42 not applicable

• See chapter 19 for defined terms.

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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.

Sign here:

==> picture [153 x 71] intentionally omitted <==

Date: 4 November 2015

Print name: Eryn Kestel Company Secretary

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

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 596,106,824 securities on issue 12 months before date of issue or agreement to issue

Add the following:

• Number of fully paid ordinary securities 323,553,412 issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid ordinary securities 38,000,000 At the 2014 AGM on 27 issued in that 12 month period with November 2014 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 securities cancelled during that 12 month period “A” 957,660,236

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	143,649,035
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	13,000,000 - - -
“C”	13,000,000
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	143,649,035
Subtract“C” Note: number must be same as shown in Step 3	13,000,000
Total[“A” x 0.15] – “C”	130,649,035 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” 957,660,236 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 95,766,024

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” Nil

• See chapter 19 for defined terms.

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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	95,766,024
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	95,766,024 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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