LCL RESOURCES LIMITED — Capital/Financing Update 2015

May 17, 2015

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)	(a) Fully paid ordinary shares (b) Unlisted Rights Issue Options to acquire a further Share.
	62,717,362 new fully paid ordinary shares (Shares) with 62,717,362 options exercisable at A$0.005 (£0.0026) per Share on or before 15 May 2016.
	Shares issued on the terms set out in the prospectus dated 1 April 2015. (Prospectus). (a) 62,717,362 Shares at A$0.005(£0.0026) per each new Share (b) 62,717,362 Rights Issue Options exercisable at A$0.005(£0.0026) per Share exercisable no later than 15 May 2016. Terms are summarised in section 6.2 of the Prospectus.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all (a) Shares –Yes respects from the date of allotment (b) Options. Options are exercisable in with an existing[+] class of quoted accordance with the terms summarised in +securities? section 6.2 of the Prospectus and will rank If the additional securities do not rank equally with existing Shares 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 A$0.005 (GBP£0.0026)per share 6 Purpose of the issue The proceeds from acceptance of Rights Issue (If issued as consideration for the shortfall applications (A$0.3 million before costs) acquisition of assets, clearly identify will be applied to expenditure related to the those assets) Company’s objective of securing a near term cashflow asset, completion of the planned Preliminary Economic Assessment for a smaller, high grade starter operation at the Los Calatos Project and working capital.

7 Dates of entering[+] securities into 18 May 2015 uncertificated holdings or despatch of certificates

Number +Class 8 Number and[+] class of all[+] securities 2,370,388,400 Fully paid ordinary quoted on ASX ( including the Shares securities in clause 2 if applicable)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	2,000,000 2,000,000 250,000 250,000 5,000,000 75,335,833 103,855,318 315,635,968	Options exercisable at A$0.175 expiring no later than 15 June 2015 Options exercisable at A$0.210 expiring no later than 15 June 2015 Options exercisable at A$0.075 expiring no later than 28 January 2016 Options exercisable at A$0.089 expiring no later than 28 January 2016 Options exercisable at A$0.0302 expiring no later than 1 August 2017 Options exercisable at A$0.006 (GBP£0.003) per share expiring no later than 20 May 2015 Options exercisable at A$0.006 (GBP£0.003) per share expiring no later than 27 June 2015 Options exercisable at A$0.005 (GBP£0.0026) per share expiring no later than 15 May 2016

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

Part 2 - Bonus issue or pro rata issue

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	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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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 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	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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27 If the entity has issued options, n/a 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 n/a applicable) 29 Date rights trading will end (if n/a applicable) 30 How do security holders sell n/a their entitlements in full through a broker? 31 How do security holders sell part n/a of their entitlements through a broker and accept for the balance? 32 How do security holders dispose n/a of their entitlements (except by sale through a broker)? 33 +Issue date n/a

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

• See chapter 19 for defined terms.

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• 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’

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

1 - 1,000 927,238 1,001 - 5,000 5,365,711 5,001 - 10,000 7,615,870 10,001 - 100,000 89,207,414 100,001 and over 2,267,272,167

To be provided after completion of rights issue

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 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)

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

n/a
n/a
n/a
n/a
Number	+Class
n/a	n/a

• See chapter 19 for defined terms. Appendix 3B Page 6

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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 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: 18 May 2015

==> picture [101 x 50] intentionally omitted <==

(Company Secretary) Print name: Philip W Killen

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix A: Shareholding Metminco Limited

1 COMPUTERSHARE CLEARING PTY LTD	320,149,422 13.5%
2 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	211,213,627 8.9%
3 CITICORP NOMINEES PTY LIMITED	104,645,270 4.4%
4 BARRICK GOLD CORPORATION	75,000,000 3.2%
5 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	74,141,761 3.1%
6 HUMBER RESOURCES INC	50,000,000 2.1%
7 FINHILL CAPITAL PTY LTD	50,000,000 2.1%
8 MR WILLIAM HOWE	49,999,933 2.1%
9 MR MATTHEW BURFORD	40,000,002 1.7%
10 MINING INVESTMENT SERVICES PTY LTD	35,465,000 1.5%
11 TANGARRY PTY LTD	34,701,264 1.5%
12 MR STEPHEN CHIA-KUEI HSU & MRS JACQUELINE CHIU-YUEH HSU	30,000,000 1.3%
13 MR GAVIN JOHN DANEEL	22,516,591 0.9%
14 MR BRUCE CAMPBELL DONALDSON	22,500,000 0.9%
15 MR VASILIOS VOTSARIS	22,448,174 0.9%
16 MR COLIN SINCLAIR & MRS MARIA EDITH JAUREGUIBERRY	22,365,623 0.9%
17 J P MORGAN NOMINEES AUSTRALIA LIMITED	21,651,574 0.9%
18 RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED	21,430,080 0.9%
19 SCINTILLA STRATEGIC INVESTMENTS LIMITED 20 MR ROSS ANTHONY CORBEN	20,000,000 0.8%
	19,446,827 0.8%

• See chapter 19 for defined terms.

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