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LCL RESOURCES LIMITED Capital/Financing Update 2016

Jun 21, 2016

65217_rns_2016-06-21_fb721526-48af-450f-8cae-60df2227d6fd.pdf

Capital/Financing Update

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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 Fully paid ordinary shares (Shares) be issued

  • 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

350,000,000 Shares

  • 3 Principal terms of the[+] securities (eg, if options, exercise price and 350,000,000 Shares issued at a deemed expiry date; if partly paid +securities, the amount issue price of A$0.005 per Share outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

24/10/2005

Appendix 3B New issue announcement

4 Do the[[+]] securities rank equally in all respects from the date of allotment with an existing[[+]] class of quoted +securities? securities? If the additional securities do not rank equally, please state:

4 Do the[[+]] securities rank equally in all Yes respects from the date of allotment with an existing[[+]] class of quoted +securities? 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 $0.005 6 Purpose of the issue 350,000,000 Shares at a deemed issue price of (If issued as consideration for the A$0.005 per Share to RMB Holdings Australia acquisition of assets, clearly identify Limited in respect of part consideration for the those assets) acquisition of Minera Seafield SAS. 7 Dates of entering[+] securities into 20 June 2016 uncertificated holdings or despatch of certificates Number +Class 8 Number and[+] class of all[+] securities 3,879,053,547 Fully paid ordinary quoted on ASX ( including the Shares securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 5,000,000 Options exercisable at A$0.0302 +securities not quoted on ASX expiring no later than 1 August 2017 ( including the securities in clause 2 if applicable) 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
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
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
  • See chapter 19 for defined terms.

Appendix 3B Page 3

24/10/2005

Appendix 3B New issue announcement

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?
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. Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

n/a

  • 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

  • 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 - 1,000 911,905 1,001 - 5,000 5,153,633 5,001 - 10,000 6,991,115 10,001 - 100,000 77,753,747 100,001 and over 3,788,243,147

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

  • See chapter 19 for defined terms.

Appendix 3B Page 5

24/10/2005

Appendix 3B New issue announcement

  • 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

Reason for request for quotation now

  • 41

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

24/10/2005

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: 21 June 2016

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(Company Secretary) Print name: Philip W Killen

  • See chapter 19 for defined terms.

Appendix 3B Page 7

24/10/2005

Appendix 3B New issue announcement

Appendix A: Shareholding Metminco Limited

1 COMPUTERSHARE CLEARING PTY LTD COMPUTERSHARE CLEARING PTY LTD COMPUTERSHARE CLEARING PTY LTD 915,863,061 23.61%
2 RMB AUSTRALIA HOLDINGS LIMITED 400,000,000 10.31%
3 HSBC
CUSTODY
NOMINEES
LIMITED
(AUSTRALIA) 224,250,520 5.78%
4 CITICORP NOMINEES PTY LIMITED 118,213,841 3.05%
5 WILNIC PTY LTD 81,891,533 2.11%
6 BARRICK GOLD CORPORATION 75,000,000 1.93%
7 HSBC
CUSTODY
NOMINEES
LIMITED
(AUSTRALIA) 74,376,761 1.92%
8 FINHILL CAPITAL PTY LTD 54,750,000 1.41%
9 HUMBER RESOURCES INC 53,750,000 1.39%
10 RSFT MANAGEMENT PTY LTD 41,500,000 1.07%
11 MINING INVESTMENT SERVICES PTY LTD 40,465,000 1.04%
12 ZTAK HOLDINGS PTY LTD 40,000,000 1.03%
13 TANGARRY PTY LTD 34,701,264 0.89%
14 MR COLIN SINCLAIR & MRS
JAUREGUIBERRY
MARIA EDITH 31,540,623 0.81%
15 J P MORGAN NOMINEES AUSTRALIA LIMITED 30,027,338 0.77%
16 MR
STEPHEN
CHIA-KUEI
HSU
JACQUELINE CHIU-YUEH HSU
& MRS 30,000,000 0.77%
17 ALCHEMY SECURITIES PTY LTD 30,000,000 0.77%
18 WOOD PARK AUSTRALIA PTY LTD 29,509,147 0.76%
19 HAMMERFEST INVESTMENTS PTY LTD 29,229,109 0.75%
20 MR VASILIOS VOTSARIS 26,278,174 0.68%
  • See chapter 19 for defined terms.

Appendix 3B Page 8

24/10/2005

==> picture [219 x 36] intentionally omitted <==

.

21 June 2016

Company Announcements Office

Australian Securities Exchange

20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Issue of 350,000,000 Shares – Cleansing Notice

Notification Pursuant to Paragraph 708A(5)(e) of the Corporations Act 2001 (Act) .

On 20 June 2016, Metminco Limited (the Company) issued 350,000,000 fully paid ordinary shares (Shares) as announced to the market on 21 June 2016.

Accordingly, the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

  1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  2. as at the date of this notice the Company has complied with:

  3. (a) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

  4. (b) section 674 Corporations Act; and

  5. as at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

Yours faithfully

Metminco Limited

==> picture [94 x 46] intentionally omitted <==

Philip Killen

Company Secretary

Level 6, 122 Walker Street, t (612) 9460 1856 Metminco Limited North Sydney NSW 2060 Australia f (612) 9460 1857 ACN 119 759 349