ECLIPSE METALS LIMITED. — Share Issue/Capital Change 2015

Dec 22, 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
		17,000,000
		Fully Paid Ordinary Shares rank equally
		Shares issued will rank equally with existing fully paid Ordinary Shares on issue
		14,000,000 Shares Deemed issue price of $0.005 per Share being the closing Share price as at 21 December 2015. 3,000,000 Shares Deemed issue price of $0.005 per Share being the closing Share price as at 22 June 2015, being the date ofShare SaleAgreement.

• 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		14,000,000 Shares Issue of fully paid Ordinary Shares to the Director in lieu of fees in accordance:  With Item 9 Section 611 of the Corporations Act 2001 (11,000,000 Shares); and  Six (6) months outstanding director fees for 1 April to 30 June 2015 and 1 September to 30 November 2015 (3,000,000 Shares) 3,000,000 Shares Acquisition of 11,250,000 Shares in Walla Mines Proprietary Limited, a subsidiary that the Company currently has a controlling interest of 55.81% in. The acquisition of the Shares was from Bluekebble Pty Ltd, a related party of the Company by virtue of being controlled by the spouse of the former Executive Director. These Share issues were approved by Shareholders at the 2015 Annual General Meeting.
		Yes
		At the Company’s Annual General Meeting held on30November 2015
		Nil
		Nil
		17,000,000 Shares (Approved at the 30 November 2015 Annual General Meeting)
		Nil
		N/A
		N/A

• See chapter 19 for defined terms.

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6i Calculate the entity’s remaining issue Remaining Issue Capacity under Rule 7.1 capacity under rule 7.1 and rule 7.1A – 124,495,043 Securities complete Annexure 1 and release to ASX Market Announcements Remaining Issue Capacity under Rule 7.1A 82,996,695 Shares 7 Dates of entering +securities into 22 December 2015 uncertificated holdings or despatch of certificates Number Class 8 Current Number and[+] class of all[+] securities 829,966,947 Ordinary Shares quoted on ASX Number Class 9 Number and +class of all +securities not 103,023,813 30 November 2016 quoted on ASX (including the securities in Unlisted Options at 6 clause 2 if applicable) cents

• 10 Dividend policy (in the case of a trust, Not Applicable distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

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 and Securities issued on expiry or conversion of convertible securities

Questions 35 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.

• See chapter 19 for defined terms.

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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:

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Date: 22 December 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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	596,106,824
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an 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	165,860,123 38,000,000 At the 2014 AGM on 27-11-14 13,000,000 At the 2015 AGM on 30-11-15 17,000,000 At the 2015 AGM on 30-11-15
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period
“A”	829,966,947

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 124,495,042
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number 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” -
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 124,495,042
Note: number must be same as shown in
Step 2
Subtract “C” -
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 124,495,042
[Note: this is the remaining placement
capacity under rule 7.1]
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• 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” 829,966,947 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 82,996,695

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	82,996,695
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	82,996,695 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B Page 8