LATITUDE 66 LIMITED — Capital/Financing Update 2016

Nov 8, 2016

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Assets, Experience, Growth

ASX ANNOUNCEMENT – 9 November 2016

ISSUE OF NEW SHARES AND UNLISTED OPTIONS

Syndicated Metals Limited (ASX: SMD) (“ Company ”) is pleased to announce that it has issued the following securities:

• 5,000,000 Shortfall Offer Shares;

• 5,238,095 Placement Shares;

• 10,355,000 Top‐Up Offer 1 and 2 Shares to CopperChem;

• 12,184,000 Top‐Up Offer 3 Shares to CopperChem;

• 2,685,000 Top‐Up Offer 4 Shares to CopperChem; and

• 7,677,500 unlisted Options comprising 2,500,000 Options attached to the Shortfall Offer Shares and 5,177,500 Options attached to the Top‐Up Offer 1 and 2 Shares.

Details of the issues of each of the above securities are detailed below.

Issue of Shortfall Offer Shares

The Company has issued 5,000,000 fully paid ordinary shares in the capital of the Company ( Shares ) at 0.5 cents per Share to raise $25,000 under the same terms and conditions of the Shortfall Offer as announced on 7 December 2015. The Shares were issued to a company associated with a director, Mr Peter Langworthy. Shareholder approval was obtained for the issue of these Shares at the Company’s Annual General Meeting held on 27 October 2016.

Issue of Placement Shares

The Company has issued 5,238,095 Shares at 2.1 cents per Share to raise $110,000 under the second tranche of the share placement announced on 9 August 2016. The Shares were issued to companies associated with two directors, Mr Peter Langworthy and Mr David Morgan. Shareholder approval was obtained for the issue of these Shares at the Company’s Annual General Meeting held on 27 October 2016.

‐ Issue of CopperChem Top Up Shares

Pursuant to CopperChem Limited’s ( CopperChem ) anti‐dilution right granted under the Placement Agreement signed between the Company and CopperChem in September 2013, to the maximum extent permitted by law, Syndicated is required to offer to CopperChem new Shares in order for CopperChem to maintain the same percentage interest in the capital of Syndicated as was held prior to the issue of the new Shares. CopperChem exercised its right to subscribe for the following new Shares:

‐ Issue of CopperChem Top Up Offer 1 and 2 Shares

On 4 April 2016, Syndicated issued 15,200,000 Shares at 0.5 cents per Share under the Shortfall Offer to unrelated parties of the Company.

The Company today issued 5,000,000 Shares at 0.5 cents per Share under its Shortfall Offer to a company associated with a director, Mr Peter Langworthy, as detailed above.

The Company has today issued 10,355,000 fully paid ordinary shares to CopperChem. The Shares were issued at 0.5 cents per Share in line with the pricing of the Shortfall Offer and raised $51,775. Shareholder approval was obtained for the issue of these Shares at the Company’s Annual General Meeting held on 27 October 2016.

‐ Issue of CopperChem Top Up Offer 3 Shares

On 31 August 2016, Syndicated issued 23,767,082 Shares at 0.8415 cents per Share pursuant to the acquisition of unlisted company Monument Exploration Pty Ltd.

The Company has today issued 12,184,000 fully paid ordinary shares to CopperChem. The Shares were issued at 0.8415 cents per Share in line with the pricing of the Monument acquisition and raised $102,528. Shareholder approval was obtained for the issue of these Shares at the Company’s Annual General Meeting held on 27 October 2016.

‐ Issue of CopperChem Top Up Offer 4 Shares

On 9 August 2016, the Company announced that it had raised $2.1 million pursuant to a share placement. A total of 95,000,000 Shares at 2.1 cents per Share to raise $1.995 million were issued to sophisticated and professional investors with the balance of the Shares (5,238,095 Shares) issued today to companies associated with Directors, as noted above.

CopperChem waived its top‐up right in regard to the issue of the 95,000,000 Shares and accepted its right in regard to the Shares issued to director related entities.

The Company has today issued 2,685,000 fully paid ordinary shares to CopperChem. The Shares were issued at 2.1 cents per Share in line with the pricing of the share placement and raised $56,385. Shareholder approval was obtained for the issue of these Shares at the Company’s Annual General Meeting held on 27 October 2016.

Use of Funds

Funds raised from the issue of all of the new Shares will be used to fund the following activities (as disclosed in the Company’s notice of annual general meeting dated 19 September 2016):

• exploration works associated with the Company’s recently acquired Monument Gold Project;

• the Company’s maiden drilling program at the Korong prospect, within the recently acquired Monument Gold Project located in the Laverton region of WA;

• a detailed geophysical survey of the entire 16km long Korong‐Waihi trend;

• follow‐up drilling at Korong, Waihi and other identified targets following the maiden drilling and geophysical survey programs;

• asset maintenance activities associated with the Company’s Queensland copper‐gold projects to ensure that the tenement holding is kept in good standing; and

• general working capital and administrative expenses.

An Appendix 3B and a Secondary Trading Notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) is attached in relation to the above Share issues.

Issue of Unlisted Options

Subscribers under the Shortfall Offer were offered the opportunity to subscribe for 1 free attaching unlisted option for every 2 Shares issued, with each option having an exercise price of 1.2 cents and expiring on 8 February 2018 ( Options ). This offer was made under the prospectus for the Entitlement Offer referred to in the ASX announcement dated 7 December 2015.

Following its election to exercise its anti‐dilution right following the Shortfall Offer, CopperChem was also offered the opportunity to subscribe for Options. This offer was also made under the prospectus for the Entitlement Offer referred to in the ASX announcement dated 7 December 2015.

Following shareholder approval for the above Option issues obtained at the Annual General Meeting held on 27 October 2016, the Company has today issued the following Options:

• 2,500,000 Options attaching to the 5,000,000 Shortfall Offer Shares issued to a company associated with a director, Mr Peter Langworthy; and

• 5,177,500 Options attaching to the Top‐Up Offer 1 and 2 Shares to CopperChem Limited.

The attached Appendix 3B includes the issue of these Options.

ENDS

For further information: Andrew Munckton Syndicated Metals Limited Mobile: 0435 635 598

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

SYNDICATED METALS LIMITED

ABN

61 115 768 986

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)	1. Fully paid ordinary shares (Shares). 2. Unlisted options each to acquire one Share exercisable at 1.2 cents each expiring on 8 February2018(Options).
	1. 35,462,095 Shares 2. 7,677,500 Options
	1. The Shares are fully paid ordinary shares in the capital of the Company ranking equally with existing fully paid ordinary shares on issue. 2. The Options are unquoted options, each to acquire one Share, exercisable at 1.2 cents each on or before 8 February 2018.

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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)	1. The Shares will rank equally with existing fully paid ordinary shares on issue. 2. Shares issued on exercise of the Options will rank equally with existing fully paid ordinary shares on issue.
	1. 15,355,000 Shares at 0.5 cents per Share. 12,184,000 Shares at 0.8415 cents per Share 7,923,095 Shares at 2.1 cents per Share 2. Nil. The Options are free attaching Options for which no additional consideration ispayable.
	Funds raised from the issue of the Shares will be used as follows (as disclosed in the Company’s notice of annual general meeting dated 19 September 2016):  exploration works associated with the Company’s recently acquired Monument Gold Project;  the Company’s maiden drilling program at the Korong prospect within the recently acquired Monument Gold Project located in the Laverton region of WA;  a detailed geophysical survey of the entire 16km long Korong‐Waihi trend;  follow‐up drilling at Korong, Waihi and other identified targets following the maiden drilling and geophysical survey programs;  asset maintenance activities associated with the Company’s Queensland copper‐ gold projects to ensure that the tenement holding is kept in good standing; and  general working capital and administrative expenses.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

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	Yes.
	27 October 2016
	Nil.
	Nil.
	1. 5,000,000 Shares (Shortfall Offer Shares) 2. 5,238,095 (Placement Shares) 3. 25,224,000 (Top‐Up Issue Shares) 4. 7,677,500 Options Shareholder approval obtained at the AGM held on 27 October 2016.
	Nil.
	N/A
	N/A
	Rule 7.1: 95,054,496 Rule 7.1A: 63,369,664

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

7 +Issue dates 9 November 2016 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. Number +Class 8 Number and +class of all 633,696,641 Ordinary shares +securities quoted on ASX ( including the +securities in section 2 if applicable) Number +Class 9 Number and +class of all 5,000,000 6.4c options expiry 9/1/17 +securities not quoted on ASX 60,251,682 1.2c options expiry 8/2/18 ( including the +securities in Performance Rights – section 2 if applicable) Refer to listing in Annexure 2. 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

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11 Is security holder approval
required?
12 Is the issue renounceable or non‐
renounceable?
13 Ratio in which the [+] securities
will be offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
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• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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.
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

• See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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	+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 (Shares only)

• (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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

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.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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: 9 November 2016

Company Secretary

Print name: Paul Bridson

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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

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Insert number of fully paid [+] ordinary 374,244,100
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 26,000,000 (8 December 2015)
issued in that 12 month period under an
exception in rule 7.2 32,118,364 (8 February 2016)
31,880,000 (8 February 2016)
• Number of fully paid [+] ordinary securities 15,200,000 (4 April 2016)
issued in that 12 month period with
shareholder approval 47,055,754 (16 August 2016)
47,944,246 (16 August 2016)
• Number of partly paid [+] ordinary 25,000 (23 August 2016)
securities that became fully paid in that
12 month period 23,767,082 (31 August 2016)
Note: 35,462,095 (issued on 9 November 2016
• Include only ordinary securities here – (the subject of this Appendix 3B)
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 0
securities cancelled during that 12 month
period
“A” 633,696,641
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• See chapter 19 for defined terms.

Appendix 3B Page 10

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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 95,054,496 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” 0

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

“A” x 0.15 95,054,496 Note: number must be same as shown in Step 2 Subtract “C” 0 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 95,054,496 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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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” 633,696,641 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 63,369,664 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.

Appendix 3B Page 12

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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	63,369,664
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	63,369,664 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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Appendix 3B New issue announcement

Annexure 2

Syndicated Metals Limited Securities Not Quoted on ASX – Performance Rights

Expiry Date	Vesting Conditions	Total number of Performance Rights
30/11/2016	Vestingwhen the Company’s 10 dayVWAP exceeds$0.30	150,000
30/11/2016	Vestingwhen the Company’s 10 dayVWAP exceeds$0.45	150,000
30/11/2016	Vestingwhen the Company’s 10 dayVWAP exceeds$0.60	150,000
30/11/2016	Vesting when the Company’s 10 day VWAP exceeds $0.06675	1,099,837
30/11/2016	Vesting when the Company’s 10 day VWAP exceeds $0.11125	1,556,692
21/10/2018	Vesting when the Company’s 10 day VWAP exceeds $0.06675	1,158,478
21/10/2018	Vesting when the Company’s 10 day VWAP exceeds $0.11125	1,639,731
27/10/2020	Vestingwhen the Company’s 10 dayVWAP exceeds$0.047	1,142,560
27/10/2020	Vestingwhen the Company’s 10 dayVWAP exceeds$0.078	1,241,913
Total		8,289,211

• See chapter 19 for defined terms.

Appendix 3B Page 14

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9 November 2016

Issue of Syndicated Metals Limited Shares Secondary Trading Notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Act)

Further to the announcement of 9 November 2016, Syndicated Metals Limited ( Company ) has issued 5,000,000 fully paid ordinary shares ( Shares ) at an issue price of 0.5 cents per Share to a company associated with a director (Mr Langworthy) and 5,238,095 Shares at an issue price of 2.1 cents per Share to companies associated with two directors (Mr Langworthy and Mr Morgan) following shareholder approval obtained at the Annual General Meeting held on 27 October 2016. The Shares are in a class of securities quoted on ASX.

The Company has also issued 10,355,000 Shares at 0.5 cents per Share, 12,184,000 Shares at 0.8415 cents per Share and 2,685,000 Shares at 2.1 cents per Share to CopperChem Limited ( CopperChem ) pursuant to CopperChem’s anti‐dilution right granted under the Placement Agreement signed between the Company and CopperChem in September 2013. Approval to issue the Shares was obtained at the Annual General Meeting held on 27 October 2016. The Shares are in a class of securities quoted on ASX.

Secondary Trading Exemption

The Act restricts the on‐sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A of the Act. By the Company giving this notice, a sale of the Shares noted above will fall within the exemptions 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 Shares without disclosure to investors under Part 6D.2 of the Act;

• (b) as at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, other than section 319 in relation to the financial year ended 30 June 2007 (as set out in relief granted to the Company by the Australian Securities and Investments Commission under paragraph 741(1) of the Act on 19 August 2008) and section 674 of the Act; and

• (c) as at the date of this notice 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 advisors would reasonably require for the purpose of making an informed assessment of:

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

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

Yours faithfully,

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Paul Bridson Company Secretary

68A Hay Street, Subiaco WA 6008 ‐ GPO Box 2810 Perth WA 6000 T: +61 8 9380 9440 F: +61 8 9380 9449 info@syndicatedmetals.com.au ACN: 115 768 986 ASX Code: SMD