ELEMENT 25 LIMITED — Capital/Financing Update 2016

Aug 11, 2016

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12 August 2016

Company Announcements Office ASX Limited 20 Bond Street SYDNEY NSW 2000

Dear Sir

SHARE PLACEMENT – LISTING RULE 7.1A ADDITIONAL INFORMATION

On 12 August 2016, Montezuma Mining Company Ltd ( Company ) completed a share placement and issued 13,000,000 fully paid ordinary shares at an issue price of $0.17 per share. 7,046,435 fully paid ordinary shares ( Securities ) were issued utilising Listing Rule 7.1A capacity, the balance of the Securities were issued utilising Listing Rule 7.1 capacity.

In accordance with the requirements of Listing Rule 3.10.5A, the following information is provided:

• (a) The dilution to existing shareholders as a result of the issue under Listing Rule 7.1A is 10%. The percentage of pre-placement security holders who did not participate in the offer is 98.88%. The percentage of pre-placement security holders who participated in the offer is 1.12%. The percentage of participants in the placement who were not previously security holders is 88.24%.

• (b) The issue of the Securities was made as a placement to sophisticated investors as it was considered a more efficient mechanism of raising money for the Company. The issue did not expose the Company to market volatility that might have been experienced over a more protracted capital raising process.

• (c) There were no underwriting arrangements.

• (d) A Transaction Fee (6%) (plus GST) will be paid on the funds raised, plus the issue of 2,000,000 unlisted options (exercise price 30 cents, expiring 4 years from date of issue), to Blackwood Capital.

Yours faithfully

John Ribbons Company Secretary

Montezuma Mining Company Ltd. ABN 46 119 711 929 PO Box 910, West Perth WA 6872 Ground Floor, 31 Ventnor Ave, West Perth WA 6005 Phone: +61 8 6315 1400 Fax: +61 8 9486 7093 Website: www.montezumamining.com.au admin@montezumamining.com.au

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

Name of entity

Montezuma Mining Company Limited

ABN

46 119 711 929

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 Fully Paid Shares
	13,000,000
	Ordinary Fully Paid Shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

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) 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	Yes
	$0.17
	Placement to sophisticated and professional investors.
	Yes
	20 November 2015
	5,953,565 Ordinary Fully Paid Shares
	7,046,435 Ordinary Fully Paid Shares
	Nil
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

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. Issue price is $0.17 per share being greater than 75% of the 15 trading day VWAP of $0.20 as calculated under LR 7.1A.3. The Shares were issued on 12 August 2016. The source of the VWAP calculation was obtained from Miraqle. 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 N/A 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 7.1 – 3,916,087 7.1A – Nil 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 12 August 2016 Number +Class 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable) 83,464,350 Ordinary Fully Paid Shares Number +Class 9 Number and+class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 3,000,000 3,000,000 2,000,000 1,000,000 1,000,000 2,750,000 150,000 500,000 250,000 200,000 2,200,000 250,000 30 November 2016 – 32.5 cent options 30 November 2017 – 38 cent options 19 November 2018 – 20 cent options 30 June 2017 – 20 cent options 1 July 2017 – 20 cent options 18 November 2019 – 21.5 cent options 31 January 2018 – 34 cent options 15 September 2017 – 27.5 cent options 22 October 2018 – 32 cent options 20 November 2018 – 35 cent options 20 November 2020 – 35 cent options 17 June 2019 – 30 cent options 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A	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. Issue price is $0.17 per share being greater than 75% of the 15 trading day VWAP of $0.20 as calculated under LR 7.1A.3. The Shares were issued on 12 August 2016. The source of the VWAP calculation was obtained from Miraqle. 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 N/A 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 7.1 – 3,916,087 7.1A – Nil 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 12 August 2016 Number +Class 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable) 83,464,350 Ordinary Fully Paid Shares Number +Class 9 Number and+class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 3,000,000 3,000,000 2,000,000 1,000,000 1,000,000 2,750,000 150,000 500,000 250,000 200,000 2,200,000 250,000 30 November 2016 – 32.5 cent options 30 November 2017 – 38 cent options 19 November 2018 – 20 cent options 30 June 2017 – 20 cent options 1 July 2017 – 20 cent options 18 November 2019 – 21.5 cent options 31 January 2018 – 34 cent options 15 September 2017 – 27.5 cent options 22 October 2018 – 32 cent options 20 November 2018 – 35 cent options 20 November 2020 – 35 cent options 17 June 2019 – 30 cent options 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A	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. Issue price is $0.17 per share being greater than 75% of the 15 trading day VWAP of $0.20 as calculated under LR 7.1A.3. The Shares were issued on 12 August 2016. The source of the VWAP calculation was obtained from Miraqle. 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 N/A 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 7.1 – 3,916,087 7.1A – Nil 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 12 August 2016 Number +Class 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable) 83,464,350 Ordinary Fully Paid Shares Number +Class 9 Number and+class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 3,000,000 3,000,000 2,000,000 1,000,000 1,000,000 2,750,000 150,000 500,000 250,000 200,000 2,200,000 250,000 30 November 2016 – 32.5 cent options 30 November 2017 – 38 cent options 19 November 2018 – 20 cent options 30 June 2017 – 20 cent options 1 July 2017 – 20 cent options 18 November 2019 – 21.5 cent options 31 January 2018 – 34 cent options 15 September 2017 – 27.5 cent options 22 October 2018 – 32 cent options 20 November 2018 – 35 cent options 20 November 2020 – 35 cent options 17 June 2019 – 30 cent options 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A
	Number	+Class
	3,000,000 3,000,000 2,000,000 1,000,000 1,000,000 2,750,000 150,000 500,000 250,000 200,000 2,200,000 250,000	30 November 2016 – 32.5 cent options 30 November 2017 – 38 cent options 19 November 2018 – 20 cent options 30 June 2017 – 20 cent options 1 July 2017 – 20 cent options 18 November 2019 – 21.5 cent options 31 January 2018 – 34 cent options 15 September 2017 – 27.5 cent options 22 October 2018 – 32 cent options 20 November 2018 – 35 cent options 20 November 2020 – 35 cent options 17 June 2019 – 30 cent options
	N/A

Part 2 – DELETED – NOT APPLICABLE

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

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

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 ]

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

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

• 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: Date: 12 August 2016 (Company Secretary)

Print name: John Ribbons == == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary 70,464,350
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities Nil
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 Nil
shareholder approval
• Number of partly paid ordinary
Nil
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” 70,464,350
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• See chapter 19 for defined terms.

Appendix 3B Page 6

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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	10,569,652
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	•700,000 unlisted options •5,953,565 ordinary fully paid shares issued on 12/08/2016
“C”	6,653,565
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	10,569,652
Subtract“C” Note: number must be same as shown in Step 3	6,653,565
Total[“A” x 0.15] – “C”	3,916,087 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 70,464,350
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 7,046,435
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued • 7,046,435 ordinary fully paid shares
or agreed to be issued in that 12 month issued on 12/08/2016
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” 7,046,435
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• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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	7,046,435
Subtract“E” Note: number must be same as shown in Step 3	7,046,435
Total[“A” x 0.10] – “E”	Nil Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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12 August 2016

Company Announcements Office ASX Limited 20 Bond Street SYDNEY NSW 2000

Dear Sir

ISSUE OF MONTEZUMA MINING COMPANY LTD SHARES – SECONDARY TRADING NOTICE NOTIFICATION PURSUANT TO SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001 ("Act")

On 12 August 2016, Montezuma Mining Company Ltd (" Company ") issued 13,000,000 fully paid ordinary shares at an issue price of $0.17 each (" Securities ").

Secondary Trading Exemption

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

• (a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;

• (b) as at 12 August 2016 the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

• (c) as at 12 August 2016 there is no information:

• i. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• ii. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  • A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

  • B. the rights and liabilities attaching to the Securities.

Yours faithfully

John Ribbons Company Secretary

Montezuma Mining Company Ltd. ABN 46 119 711 929 PO Box 910, West Perth WA 6872 Ground Floor, 31 Ventnor Ave, West Perth WA 6005 Phone: +61 8 6315 1400 Fax: +61 8 9486 7093 Website: www.montezumamining.com.au admin@montezumamining.com.au