LCL RESOURCES LIMITED — Capital/Financing Update 2011

May 26, 2011

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 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

Metminco Limited

ABN 43 119 759 349

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)	Fully paid ordinary shares
	4,895,781 fully paid ordinary shares
	As per existing fully paid ordinary shares

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in Yes. 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 4,895,781 shares issued @A$0.12 per share on exercise of conversion rights by convertible note holders in settlement of US$500,000 million in loans and accrued interest to date of early repayment. 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities 27 May 2011 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 1,402,616,146 Fully paid ordinary +securities quoted on ASX Shares ( including the securities in 27,217,517 clause 2 if applicable) December 2012 $0.25 Options

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	4,500,000 14,250,000 14,250,000 2,000,000 2,000,000	Options exercisable at A$0.30 expiring 31 July 12 Options exercisable at A$0.44 expiring no later than 6 Dec 13 Options exercisable at A$0.525 expiring no later than 6 Dec 13 Options exercisable at A$0.44 expiring 6 Dec 13 Options exercisable at A$0.525 expiring 6 Dec 13

• 10 Dividend policy (in the case of a The Company does not anticipate payment trust, distribution policy) on the of dividends in the near term increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Deleted – 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, 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

Refer Appendix A ‘Shareholding Metminco Limited’

• See chapter 19 for defined terms.

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• 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

Refer Appendix A ‘Shareholding Metminco Limited’

• 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 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 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.

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• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

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• There is no reason why those[+] securities should not be granted +quotation.

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• 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

==> picture [11 x 14] intentionally omitted <==

• 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.

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• 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: 27 May 2011

(Company secretary)

Print name: Philip W Killen

• See chapter 19 for defined terms.

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Appendix A: Shareholding Metminco Limited

Distribution of Shareholders:

Category (size of holding)	Number of Ordinary Shareholders
1 - 1,000	88
1,001 - 5,000	1,682
5,001 - 10,000	1,495
10,001 - 100,000	3,611
100,001 and above	522
Total	7,398

20 Largest Shareholders - Ordinary Shares:

	Holder Name	Number of Ordinary Fully Paid Shares Held	% Held of Issued Ordinary Capital
1	HSBC CUSTODY NOMINEES	161,881,316	11.5%
2	TAKORADI LIMITED	160,000,000	11.4%
3	HIGHLAND HOLDINGS RESOURCES	135,000,000	9.6%
4	BARRICK GOLD CORPORATION	75,000,000	5.3%
5	INVERSIONES EM DOS LIMITADA	70,250,855	5.0%
6	MINING INVESTMENT SERVICES (ATF WSE Superannuation Fund)	49,200,000	3.5%
7	COMPUTERSHARE CLEARING PTY LTD	42,819,812	3.0%
8	TANGARRY PTY LTD	34,966,664	2.5%
9	NATIONAL NOMINEES LIMITED	33,132,792	2.3%
10	UBS NOMINEES PTY LTD	31,833,951	2.2%
11	MR NJ HOWE & WJ Howe (ATF Howe Superannuation Fund)	30,800,000	2.2%
12	SENTIENT EXECUTIVE GP II	26,167,524	1.8%
13	SIDLOG LIMITED	24,312,137	1.7%
14	WILNIC PTY LTD	17,464,168	1.2%
15	RBC DEXIA INVESTOR SERVICES	17,358,651	1.2%
16	MR MAXWELL JAMES GREEN	13,400,000	0.9%
17	MINING INVESTMENT SERVICES	12,600,000	0.9%
18	J P MORGAN NOMINEES AUSTRALIA	11,562,761	0.8%
19	NOTESAN PTY LTD	11,434,076	0.8%
20	CITICORP NOMINEES PTY LIMITED	11,202,152	0.8%

• See chapter 19 for defined terms.

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