LCL RESOURCES LIMITED — Capital/Financing Update 2019

Sep 19, 2019

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ASX Announcement

20[th] September 2019

Capital Consolidation Update

• Capital consolidation process to commence on 23[rd ] September 2019

• Loyalty Option issue remains scheduled to occur in December 2019

Metminco Limited (ASX: MNC) (“ Metminco ” or “ the Company ” ) is pleased to provide an update in respect of the timetable for the consolidation of capital previously proposed.

Consolidation of Capital

Metminco’s shareholders approved the consolidation of all MNC issued shares and options (including shares issued in consideration of the takeover of Andes Resources Limited ( Andes ) on a 1 for 40 basis at an EGM of shareholders held on 15[th] July 2019 ( Consolidation ).

The Consolidation process will commence as previously advised to the market, on Monday, 23[rd] September 2019.

The Company currently has a large number of shares on issue, and so the recent re-launch and recapitalisation of the Company through the now completed merger with Andes is an appropriate time to reset the capital structure to a more appropriate number of shares for a junior exploration company. This is considered to be an important step in the management of the Company’s capital given it is expected to reduce the current high levels of volatility in the share price. Furthermore, the Company believes the Consolidation will provide the best platform for continued growth, a capital structure that is more in line with the Company’s size, and a share price level that is more attractive to institutional investors that the Company wishes to market itself to in the future.

Effect of the Consolidation

Once the Consolidation occurs, the number of the Company’s shares on issue will be reduced from 6,659,575,831 existing shares to approximately 166,489,396 shares[1] . As the Consolidation applies equally to all shareholders, individual shareholdings will be reduced in the same ratio as the total number of shares (subject only to the rounding up of fractions). The Consolidation will have no material effect on the percentage interest of each individual Shareholder. Similarly, the aggregate value of each shareholder’s holding (and the Company’s market capitalisation) should not materially change as a result of the consolidation.

The Company’s options to acquire shares ( Options ) will also be reorganised in accordance with their terms and conditions and Listing Rule 7.22.1 (as applicable) on the basis that the number of Options will be consolidated in the same ratio as the shares and the exercise price will be amended in inverse proportion to that ratio. The expiry dates of Options will not change.

The pre-consolidation and post-consolidation capital structure of the Company is presented at the end of this announcement.

1 The exact final number may vary slightly due to rounding.

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Consolidation Timetable

The timetable for the consolidation is as follows:

Date	Event
23rdSeptember 2019	Company informs ASX that the consolidation will commence.
24thSeptember 2019	Last day for trading in pre-reorganised securities.
25thSeptember 2019	Trading in the reorganised securities on a deferred settlement basis commences.
26thSeptember 2019	Last day for Company to register transfers on a pre-reorganisation basis.
27thSeptember 2019	• First day for Company to send notice to each security holder. • In the case of uncertificated holdings, first day for Company to register securities on a post-reorganisation basis and first day for issue of holding statements. • In the case of certificated holdings, first day for issue of new certificates. From now on, the Company rejects transfers accompanied by a certificate that was issued before the reorganisation.
3rdOctober 2019	Issue date. Deferred settlement market ends.

Further details in relation to the Consolidation were set out in the Notice of General Meeting sent to shareholders and announced on ASX on 14[th] June 2019.

Loyalty Option Issue

The Company has previously announced it will make a loyalty offer of quoted options on the basis of 1 new quoted option for every 5 shares held ( Loyalty Options ), with the Loyalty Options to have an exercise price of $0.004 each (or $0.16 post consolidation), and expiry date of 2 years from the date of completion of the merger (making it an expiry date of 16[th] August 2021). The Company remains committed to undertaking this loyalty offer, and will do so during December 2019. Further details and offer documentation will be released closer to this date.

For further enquiries contact:

Jason Stirbinskis Managing Director Metminco Limited jstirbinskis@metminco.com.au

FORWARD LOOKING STATEMENTS This document contains forward looking statements concerning Metminco. Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those described in the forward-looking statements as a result of a variety of risks, uncertainties and other factors. Forward-looking statements are inherently subject to business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking information provided by the Company, or on behalf of the Company. Such factors include, among other things, risks relating to additional funding requirements, metal prices, exploration, development and operating risks, competition, production risks, regulatory restrictions, including environmental regulation and liability and potential title disputes. Forward looking statements in this document are based on Metminco’s beliefs, opinions and estimates of Metminco as of the dates the forward looking statements are made, and no obligation is assumed to update forward looking statements if these beliefs, opinions and estimates should change or to reflect other future developments. Although management believes that the assumptions made by the Company and the

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expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual market price of gold, the actual results of future exploration, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. Readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. No representation, warranty or undertaking, express or implied, is given or made by the Company that the occurrence of the events expressed or implied in any forwardlooking statements in this presentation will actually occur.

Capital Structure

Security Class – Code	Full Title	Total Number pre- consolidation	Total Number post- consolidation1
MNC.ASX	Fully paid ordinary shares	6,659,575,831	166,489,396
MNCOA.ASX	Listed Options, exp 01/06/2020 @ $0.011 (@$0.44 post consolidation)	547,345,422	13,683,636
Performance Rights	Performance Rights	46,400,000	1,160,000
Performance Rights	Performance Rights	30,000,000	750,000
MNCP02.ASX	Unquoted Options, exp 31/12/2019 @ $0.016 (@$0.64 post consolidation)	9,600,000	240,000
MNCP03.ASX	Unquoted Options, exp 31/12/2019 @ $0.024 (@$0.96 post consolidation)	9,600,000	240,000
Class A Options	Class A Replacement Options, exp 01/07/2023 @ $0.008 (@$0.32 post consolidation)	221,875,000	5,546,875
Class B Options	Class B Replacement Options, exp 31/08/2023 @ $0.008 (@$0.32 post consolidation)	26,250,000	656,250
Class C Options	Class C Replacement Options, exp 15/11/2023 @ $0.008 (@$0.32 post consolidation)	1,875,000	46,875
Options	Class X Replacement Options, exp 16/08/2021 @ $0.004 (@$0.16 post consolidation)	375,000,000	9,375,000
Options	Unquoted Options, exp 16/08/2021 @ $0.004 (@$0.16 post consolidation)	459,000,000	11,475,000
Options	Unquoted Options, exp 16/08/2022 @$0.006 (@$0.24 post consolidation)	50,000,000	1,250,000

1 The exact final number may vary slightly due to rounding.

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