LCL RESOURCES LIMITED — Capital/Financing Update 2019

Dec 4, 2019

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 (to be renamed Los Cerros 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)	Quoted Options (MNCOB to become LCLOB)
	1. 33,297,879 2. 20,850,001
	MNCOB (to become LCLOB) Quoted Options with an exercise price of $0.16 expiring 16 August 2021

• See chapter 19 for defined terms.

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4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity 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 resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 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)	No – upon exercise of options, ordinary shares will rank equality in all respects.
	Nil
	1. Bonus Options, as detailed in the Prospectus dated 5 December 2019; and 2. Conversion of existing unquoted options into Quoted Options
	Metminco is an eligible entity that successfully sought shareholder approval on 17 May 2019. However, since that time, Metminco has sought approval under Listing Rule 11.1.2 and, as a consequence, may no longer utilise its 7.1A placement capacity.
	17 May 2019
	None
	None

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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)	1. 33,297,879 Bonus Options issued under exception 1 2. 20,850,001 Quoted Options converted under exception 4	1. 33,297,879 Bonus Options issued under exception 1 2. 20,850,001 Quoted Options converted under exception 4
	N/A
	N/A
	7.1 placement capacity =24,973,487 7.1A placement capacity = unable to use this capacity
	18 December 2019
	Number	+Class
	166,489,911 13,683,823 54,147,880	Ordinary Fully paid shares Options exercise price $0.011 expiring 1 June 2020 Bonus Options exercise price of $0.16 expiring 16 August 2021

• 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)	1,160,000 750,000 240,000 240,000 5,546,875 656,250 46,875 1,250,000	Performance Rights (terms and conditions summarised in the notice of AGM announced 26 April 2018). Performance Rights in 3 equal tranches of 10 million each: Tranche 1 vesting on 30-day VWAP of $0.004 or higher before 31 December 2019; Tranche 2 vesting on 30-day VWAP of $0.006 or higher on or before 31 December 2020; and Tranche 3 vesting on delivery of at least 1 million ounces resource at Chuscal before 31 December 2021. LTIP Options exercisable at A$0.64 each on or before 31 December 2019, subject to vesting. LTIP Options exercisable at A$0.96 each on or before 31 December 2020, subject to vesting. Replacement Options – Class A, unquoted options exercisable at $0.32 and expiring on 1 July 2023. Replacement Options – Class B, unquoted options exercisable at $0.32 and expiring on 31 August 2023. Replacement Options – Class C, unquoted options exercisable at $0.32 and expiring on 15 November 2023. Broker Options, unquoted options exercisable at $0.24 and expiring 16 August 2021.

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

Part 2 - Pro rata issue

11 Is security holder approval required? No 12 Is the issue renounceable or nonNon-Renounceable renounceable? 13 Ratio in which the[+] securities will be 1 Bonus Option for every 5 Shares held offered

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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 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	New class of quoted option, exercise price of $0.16 expiring 16 August 2021
	11 December 2019
	No
	Fractional entitlements will be rounder up
	Belgium, Canada, Chile, Colombia, Great Britain, Hong Kong, Israel, Peru, Singapore, Thailand, USA. Please refer to section 1.6 of the Prospectus
	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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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? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	18 December 2019

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 – see attachment 36[If the ] +securities setting out the number of holders in the categories – see attachment[+][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

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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[+] 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)

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.

• See chapter 19 for defined terms.

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• 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 noone 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: 5 December 2019 (Joint Company secretary)

Print name: Julia Beckett

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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

art 1	art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	22,813,724 (post consolidation)
Addthe 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 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	2,221,692 shares (post consolidation) - Entitlement offer (on or about 18 December 2018) - Exception 1 of LR 7.2 3,375,000 shares (post consolidation) - placement 18 October 2018 approved at 24 December 2018 EGM-LR 7.4 599 shares (post consolidation) from conversion of 599 Listed options (post consolidation) with expiry date 1 June 2020 and an exercise price of $0.011 per share 1,287,500 shares (post consolidation) from Prospectus Placement Shortfall issued at $0.003 per share (Rights Issue Prospectus closed 14 December 2018) 11,475,000 shares (post consolidation) from conversion of Convertible Note (EGM 15 July 2019) 69,428,901 shares (post consolidation) for consideration to Andes shareholders (EGM 15 July 2019) 25,000,000,000 shares (post consolidation) in consideration of debt for equity swap (EGM 15 July 2019) 1,166,000,000 Placement shares (post consolidation) (EGM 15 July 2019) 1,562,500 Brokers shares (post consolidation) (EGM 15 July 2019) 174,479 shares (post consolidation) for consideration to remainingoutstandingAndes

• See chapter 19 for defined terms.

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Shareholders via compulsory acquisition (EGM 15 July 2019) 515 shares (post consolidation) related to the rounding up of shares issued under the share consolidation process Subtract the number of fully paid[+] ordinary securities cancelled during that 12-month period “A” 166,489,911

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	24,973,487
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	.
“C”
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	24,973,487
Subtract“C”

• “C”

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15

24,973,487

Note: number must be same as shown in Step 2

Subtract “C”

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Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	24,973,487

• See chapter 19 for defined terms.

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