LATITUDE 66 LIMITED — Share Issue/Capital Change 2014

Feb 9, 2014

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10 February 2014

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

Syndicated Metals Limited (Company) is pleased to announce that it has issued 490,000 fully paid ordinary shares (Shares) to CopperChem Limited (CopperChem) pursuant to CopperChem’s antidilution right granted under the Placement Agreement signed between the Company and CopperChem in September 2013. The Shares were issued today. The Shares were issued at 3.7 cents per share in accordance with the formula prescribed in the Placement Agreement and raised $18,130 before costs. The Shares issued rank equally with existing shares in the Company.

On 9 January 2014 Syndicated issued 2,000,000 shares and 5,000,000 unlisted options exercisable at 6.4 cents each and expiring 9 January 2017 in settlement of corporate advisory services performed by Blue Ocean Equities over the second half of 2013.

Under the anti-dilution right, 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 to Blue Ocean Equities. CopperChem has exercised its right to subscribe for the new Shares.

Funds raised from the issue of the new Shares will be used for working capital.

The Shares were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1 and accordingly shareholder approval was not required.

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, a sale of the Shares 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

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

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• (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

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)	Fully paid ordinary shares (Shares)
	490,000 Shares
	Fully paid ordinary Shares ranking equally with existing shares on issue.

• 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	Yes.
	3.7 cents per Share
	The Shares were issued pursuant to the anti-dilution right granted to CopperChem Limited (CopperChem) under the Placement Agreement signed in September 2013 between the Company and CopperChem Limited. The anti-dilution right was triggered by the issue of shares to Blue Ocean Equities Pty Ltd as consideration for corporate advisory services provided to the Company over the second half of 2013 (refer to Announcement dated 9 January 2014). Funds raised from the issue will be used for workingcapital.
	Yes.
	27 November 2013
	490,000 Shares

• See chapter 19 for defined terms.

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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 +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.
	Nil.
	Nil.
	N/A
	N/A
	Refer Annexure 1.
	10 February 2014

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (includingthe +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (includingthe +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	274,445,673 20,318,468	Ordinary shares Options
	Number	+Class
	1,000,000 1,600,000 1,000,000 3,800,000 2,800,000 2,800,000 2,252,250 2,252,250 2,252,257 5,000,000 2,500,000 4,750,000 4,750,000 250,000 250,000 250,000 150,000 150,000 150,000	30c options expiry 9/9/14 25c options expiry 30/11/14 30c options expiry 30/11/14 35c options expiry 30/11/14 45c options expiry 30/11/14 55c options expiry 30/11/14 16.4c options expiry 29/5/16 20.5c options expiry 29/5/16 24.6c options expiry 29/5/16 6.4c options expiry 9/1/17 Performance Rights vesting when the Company’s 10 day VWAP exceeds $0.30. Expire 29/5/2016. Performance Rights vesting when the Company’s 10 day VWAP exceeds $0.45. Expire 29/5/2016. Performance Rights vesting when the Company’s 10 day VWAP exceeds $0.60. Expire 29/5/2016. Performance Rights vesting when the Company’s 10 day VWAP exceeds $0.30. Expire 8/11/2016. Performance Rights vesting when the Company’s 10 day VWAP exceeds $0.45. Expire 8/11/2016. Performance Rights vesting when the Company’s 10 day VWAP exceeds $0.60. Expire 8/11/2016. Performance Rights vesting when the Company’s 10 day VWAP exceeds $0.30. Expire 19/2/2017. Performance Rights vesting when the Company’s 10 day VWAP exceeds $0.45. Expire 19/2/2017. Performance Rights vesting when the Company’s 10 day VWAP exceeds $0.60. Expire 19/2/2017.
	N/A

• See chapter 19 for defined terms.

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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. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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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 entitlementsin fullthrough
	a broker?
31	How do security holders sellpart
	of their entitlements through a
	broker and accept for the
	balance?

• See chapter 19 for defined terms.

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• 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

(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) 42 Number and +class of all +securities quoted on ASX (includingthe+securities in clause 38)
	Number	+Class

• 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: ............................................................ Company Secretary

Date: 10 February 2014

Print name: Paul Bridson

• See chapter 19 for defined terms.

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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 177,866,755
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 20,441,357 (12 December 2013)
issued in that 12 month period under an
exception in rule 7.2 47,547,561 (24 December 2013)
• Number of fully paid [+] ordinary securities 26,100,000 (17 September 2013)
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary 0
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 0
securities cancelled during that 12 month
period
“A” 271,955,673
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	40,793,350
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	2,000,000 Shares (9 January 2014) 5,000,000 Unlisted Options (9 January 2014) 490,000 Shares (10 February 2014) 0 0 0
“C”	7,490,000
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	40,793,350
Subtract“C” Note: number must be same as shown in Step 3	7,490,000
Total[“A” x 0.15] – “C”	33,303,350 [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” 271,955,673 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 27,195,567 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued 0 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.

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	27,195,567
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	27,195,567 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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