HASTINGS TECHNOLOGY METALS LTD — Capital/Financing Update 2019

Jun 16, 2019

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

Hastings Technology Metals Ltd

ABN

43 122 911 399

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 1. Fully paid ordinary shares (each, a Share) be issued 2. Options (each an Option ) 2 Number of[+] securities issued or 1. 13,408,824 to be issued (if known) or 2. 6,704,413 maximum number which may be issued 3 Principal terms of the[+] securities 1. The new Shares have been issued on the same terms as (eg, if options, exercise price existing Shares on issue. and expiry date; if partly paid +securities, the amount 2. The Options are free attaching options, on the basis of one option for every two new shares, with an exercise outstanding and due dates for payment; if +convertible price of $0.25 and an expiry date of 12 April 2022. securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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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 6d Number of+securities issued with security holder approval under rule 7.1A	Yes, new Shares issued rank equally in all respects with the existing Shares from the date of issue.
	1. $0.17 per share
	1. As described in ASX Announcement lodged with the ASX on 3 April 2019, and the Replacement Prospectus lodged with the ASX on 10 April 2019, proceeds received from the issue will be used to continue with the construction of the 380 room accommodation village, early infrastructure earth works on the mine site and progress payments for long lead time equipment currently on order, namely the rotary kiln and off-gas scrubber. The shares now issued are those taken up under the placement of the shortfall.
	Yes
	29 November 2018
	Nil
	Nil

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
	Securities to be issued as part of the shortfall under the Entitlement Offer 13,408,824 ordinary shares 6,704,413 options
	N/A
	N/A
	Capacity under rule 7.1 – 19,040,506 securities Capacity under rule 7.1A – 84,086,121 securities see Annexure 1
	14 June 2019

8 Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable)

Number	+Class
912,394,028 66,960,210	Fully Paid Ordinary Shares Listed options with exercise price of 25 cents and expiry 12 April 2022

• See chapter 19 for defined terms.

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Number +Class¹ 9 Number and +class of all +securities not quoted on ASX 13,333,333 Director performance ( including the +securities in rights expiry 28 February section 2 if applicable) 2020 1,000,000 Employee performance rights expire on 31 December 2019 1,200,000 Employee performance rights expire 31 March 2020 4,000,000 Employee performance rights expire 31 March 2022 ¹See annexure 2 for details of performance rights 10 Dividend policy (in the case of a Shares issued have the same dividend rights as trust, distribution policy) on the existing Shares. increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• See chapter 19 for defined terms.

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19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
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 offer documents 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)?

• See chapter 19 for defined terms.

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33 +Issue date

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 are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

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.

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Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• 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 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.

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Sign here: ........................................................ Date: ..........17/6/19............... (Company secretary) Print name: Guy Robertson

• 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 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

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 the +issue date or date of agreement to issue	711,512,675
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	66,563,008 Placement 15 August 2018, approved at AGM 29.11.18 Rights Issue 16,795,473 15 May 2019 Rights Issue Underwriter shares 23 May 2019 – 20,588,236 Rights Issue shortfall shares 6 June 2019 – 12,000,000 Rights Issue shortfall shares 17 June 2019 13,408,824
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period
“A”	840,868,216

• 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 0.15 126,130,232

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued 106,691,726 or agreed to be issued in that 12 month period not counting those issued: 398,000 – 4 June 2019

• 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” 107,089,726

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	126,130,232
Note: number must be same as shown in
Step 2
Subtract“C”	107,089,726
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	19,040,506
	[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” 840,868,216 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 84,086,821 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”

• 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 84,086,121 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 84,086,121 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Annexure 2

Performance Rights

Employee Performance Rights Issued 6 June 2019

The Company issued 5,200,000 performance rights to employees under the Hastings Performance Rights Plan.

The vesting of the performance rights is specific to each employee achieving set key performance indices.

Of the performance rights issued:

1. 1,950,000 have a performance record period to 31 December 2019 2. 1,350,000 have a performance record period to 31 December 2020 3. 1,900,000 have a performance record period to 31 December 2021.

Employee Performance Rights previously issued 26 June 2018

The Company issued 1,000,000 performance rights to employees under the Hastings Performance Rights Plan on 26 June 2018.

The vesting of the performance rights is specific to each employee achieving set key performance indices.

The performance rights issued have a performance record period to 30 November 2019.

Director Performance Rights previously issued 13 February 2017

The Company issued 13,333,33 performance rights to employees under the Hastings Performance Rights Plan on 13 February 2017.

The hurdles for the Director Performance Rights are set out in the Notice of Annual General Meeting lodged with the ASX on 27 October 2016

The performance rights issued have a performance record period to 28 November 2019.

• See chapter 19 for defined terms.

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