LCL RESOURCES LIMITED — Capital/Financing Update 2017

May 24, 2017

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 ( Company )

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 Convertible notes (Notes) be issued Options to acquire a fully paid ordinary share (Options)

2 Number of[+] securities issued or 12,345,639 Notes to be issued (if known) or 12,345,639 Options maximum number which may be issued 3 Principal terms of the Key Terms of the Notes are: +securities (e.g. if options,  Maturity Date: 17 May 2018 exercise price and expiry date; if  Interest: 12.5% per annum partly paid +securities, the  Conversion Price: $0.06075 amount outstanding and due  Conversion: No later than 17 May 2018 the dates for payment; if Notes and capitalised interest +convertible securities, the automatically convert to fully paid conversion price and dates for ordinary shares (Shares) at the Conversion conversion) Price  Unsecured Key Terms of the Options are:  Expiry Date: 17 May 2019  Exercise Price : $0.081 per Share

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally No. The Notes and the Options do not carry any in all respects from the[+] issue rights to dividends or other distribution of the date with an existing[+] class of Company. quoted[+] securities? Shares issued on conversion of the Notes or If the additional[+] securities do exercise of the Options will rank equally with all not rank equally, please state: other Shares on issue.  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 12,345,639 Notes at $0.06075 per Note to raise $750,000 12,345,639 Options issued commensurate with the Notes. 6 Purpose of the issue The purpose of the issue is to raise capital for (If issued as consideration for advancement of the Company’s Miraflores Gold the acquisition of assets, clearly Project and working capital purposes. identify those assets) 6a Is the entity an[+] eligible entity Yes 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 17 May 2016 resolution under rule 7.1A was passed 6c Number of[+] securities issued Nil without security holder approval under rule 7.1

• 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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil
	Nil
	Nil
	Nil
	Nil
	Refer Annexure 1
	17 May 2017
	Number	~~+~~Class
	127,200,299	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)	Number	~~+~~Class
	100,000 12,345,639 12,345,639	Options exercisable at A$1.51 per Option into Shares on or before 1 August 2017. Notes convertible at $0.06075 per Note no later than 17 May 2018 Options exercisable at A$0.081 per Option into Shares on or before 17 May 2019.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - 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	Not applicable
	Not applicable
	Not applicable Not applicable Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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18 Names of countries in which the Not applicable 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 Not applicable 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 entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• 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)?

Not applicable

• 33 +Issue date

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

• (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 Annexure 2 ‘Shareholding Metminco Limited’

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

1 to 1,000	1,053,959
1,001 to 5,000	2,138,324
5,001 to 10,000	2,025,709
10,001 to 100,000	12,206,899
100,001 and Over	109,775,408

• 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 (_including_the+securities in clause 38)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Number	+Class
	Not applicable	Not applicable

• 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: 17 May 2017. (Director/Company secretary)

Print name: Philip Killen

== == == == ==

• See chapter 19 for defined terms.

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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

==> picture [415 x 403] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 68,761,631
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities 58,405,871
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
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” 127,167,502
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	19,075,125
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	18,936,559
“C”	18,936,559
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	19,075,125
Subtract“C” Note: number must be same as shown in Step 3	18,936,559
Total[“A” x 0.15] – “C”	138,566 [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” 127,167,502 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 12,716,750

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• Insert number of[+] equity securities issued 5,787,516 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” 5,787,516

• 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
“A” x 0.10 Note: number must be same as shown in Step 2	12,716,750
Subtract“E” Note: number must be same as shown in Step 3	5,787,516
Total[“A” x 0.10] – “E”	6,929,234 Note: this is the remaining placement capacity under rule 7.1A

Annexure 2: Shareholding Metminco Limited

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

COMPUTERSHARE CLEARING PTY LTD 25,159,843 19.78% CITICORP NOMINEES PTY LIMITED 18,837,955 14.81% REDFIELD ASSET MANAGEMENT PTY LIMITED 10,970,464 8.62% RMB AUSTRALIA HOLDINGS LIMITED 8,000,000 6.29% BNP PARIBAS NOMINEES PTY LTD 5,438,819 4.28% HSBC CUSTODY NOMINEES (AUSTRALIA)LIMITED 4,586,511 3.61% BNP PARIBAS NOMINEES PTY LTD 3,450,393 2.71% WILNIC PTY LTD 2,270,742 1.79% P G HOWARTH PTY LTD 1,630,000 1.28% BARRICK GOLD CORPORATION 1,500,000 1.18% HSBC CUSTODY NOMINEES (AUSTRALIA)LIMITED 1,487,535 1.17% ALLOWSIDE PTY LTD 1,250,000 0.98% FINHILL CAPITAL PTY LTD 1,095,001 0.86% HUMBER RESOURCES INC 1,075,000 0.85% ALCARDO INVESTMENTS LIMITED 880,000 0.69% RSFT MANAGEMENT PTY LTD 830,000 0.65% MINING INVESTMENT SERVICES PTY LTD 809,300 0.64% ZTAK HOLDINGS PTY LTD 800,000 0.63% DR RONNY MARKS & MRS DANA MARKS 788,797 0.62% J P MORGAN NOMINEES AUSTRALIA LIMITED 727,217 0.57%

• See chapter 19 for defined terms.

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