LCL RESOURCES LIMITED — Capital/Financing Update 2015

Apr 1, 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 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

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 (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)	(a) Fully paid ordinary shares (b) Unlisted Rights Issue Options to acquire a further Share(Options)
	Up to 540,000,000 new fully paid ordinary Shares with an option to acquire a further Share at A$0.005 (£0.0026)
	Shares will be issued on the terms set out in the prospectus dated 1 April 2015 and lodged with the ASX and ASIC on the same date (Prospectus). (a) 540,000,000 Shares – terms of the Shares are summarised in the section 1.1.2 of the Prospectus (b) 540,000,000 Options – exercisable at A$0.005(£0.0026) per each new Share, no later than 12 calendar months after date of issue (on or about 8 May 2016 subject to date of issue of shares in accordance with the Rights Issue announced 1 April 2015). Terms are summarised in section 6.2 of the Prospectus.

• See chapter 19 for defined terms.

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4	Do the+securities rank equally in	(a) Shares –Yes	(a) Shares –Yes
	all respects from the+issue date with an existing+class of quoted +securities?	(b) Rights Issue Options on exercise will rank equally with existing Shares
	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		A$0.005 (GBP£0.0026)per share
6	Purpose of the issue		The proceeds from the Rights Issue (A$2.7 million
	(If issued as consideration for the acquisition of assets, clearly identify those assets)		before costs) will be applied to expenditure related to the 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, securing mining
			access rights at the Mollacas Project and working
			capital.
6a	Is the entity an+eligible entity that		No
	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		N/A
	resolution under rule 7.1A was passed
6c	Number of+securities issued without		Nil
	security holder approval under rule 7.1
6d	Number of+securities issued with		N/A
	security holder approval under rule
	7.1A

• See chapter 19 for defined terms.

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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. 8 Number and+class of all+securities quoted on ASX (including the +securities in section 2 if applicable)	Nil	Nil
	(a) 540,000,000 Shares – terms of the Shares are summarised in the section 1.1.2 of the Prospectus (b) 540,000,000 Options – exercisable at A$0.005(£0.0026) per each new Share, no later than 12 calendar months after date of issue (on or about 8 May 2016 subject date of issue of shares in accordance with the Rights issue announced 1 April 2015). Terms are summarised in section 6.2 of the Prospectus.
	N/A
	N/A
	No securities issued under 7.1 or 7.1A
	On or about 8 May 2015 (anticipated on the basis of the indicative timetable set out in the Prospectus)
	Number	+Class
	2,594,752,432	Fully paid ordinary Shares

• 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 section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable?	Number	+Class
	2,000,000 2,000,000 250,000 250,000 5,000,000 75,335,833 103,855,318 540,000,000	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 (£0.003) per share expiring no later than 20 May 2015 Options exercisable at A$0.005 (£0.0026) per share expiring no later than 8 May 2016
	The Company does not anticipate payment of dividends in the near term.
	No
	Non-renounceable

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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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	One (1) New Share for every 3.25 Shares held on the Record Date at an offer price of A$0.005 (£0.0026) per New Share with an option to acquire a further Share at A$0.005 (£0.0026) expiring on or about 8 May 2016 (ie 12 calendar months after the issue date of the Share).
	(a) Fully paid ordinary shares (b) Unlisted Rights Issue Options to acquire a further Share exercisable at A$0.005 (£0.0023) on or before 8 May2016
	15 April 2015
	No
	Fractional Entitlements will be rounded up to the nearest whole number of Shares
	All countries other than Australia, United Kingdom and New Zealand
	1 May 2015

• 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 entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	Nil
	N/A
	N/A
	N/A
	N/A
	N/A
	15 April 2015
	7 April 2015
	N/A
	N/A
	N/A
	N/A

• 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)?

N/A

• 33 +Issue date

8 May 2015

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.

Sign here: Date: 1 April 2015 (Company Secretary) Print name: Philip W Killen

== == == == ==

• See chapter 19 for defined terms.

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