LCL RESOURCES LIMITED — Capital/Financing Update 2019

Aug 19, 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

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)	Ordinary share and options.
	Fully paid ordinary shares (“FPO”)- 4,464,474,042 1. Convertible Note- Conversion to FPO 459,000,000. 2. Consideration FPO for Takeover Offer-2,595,624,750. 3. Minimum Participation FPO to BHC and Delta-181,531,292. 4. Priority Offer, Placement and Shortfall FPO-1,166,000,000. 5. Broker Shares in FPO-62,500,000. Options– unquoted options- 1,134,000,000 consisting of: 1. Replacement Options– 625,000,000. 2. Free Attaching Options – 459,000,000. 3. Broker Options – 50,000,000. Defined terms have the meaning given in Metminco’s New Prospectus, dated 19 July2019(“Prospectus”),unless otherwise indicated.
	FPO Fully paid ordinary shares in the capital of Metminco issued on the same terms as its existing class of ordinary shares. Unquoted Options -1,134,000,000 consisting of: 1. 221,875,000 Replacement Options – Class A exercisable at $0.008 and expiring on 1 July 2023. 2. 26,250,000 Replacement Options – Class B exercisable at $0.008 and expiring on 31 August 2023. 3. 1,875,000 Replacement Options – Class C exercisable at $0.008 and expiring on 15 November 2023. 4. 375,000,000 Replacement Options – Class X exercisable at $0.004 and 16 August 2021.

• See chapter 19 for defined terms.

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1. 459,000,000 Free Attaching Options exercisable at $0.004 and expiring 16 August 2021.

2. 50,000,000 Broker Options exercisable at $0.006 and expiring 16 August 2021.

All of the above issues are on a pre-consolidation basis and have been approved by shareholders.

4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities?

Yes

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

• 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)	FPO are issued as follows (using the numbering in item 2): FPO (1) Convertible Note FPOs – at a conversion price of $0.002. FPO (2) consideration for Takeover Offer. FPO (3) in satisfaction of a Minimum Participation Right. FPO (4) Priority Offer, Placement and Shortfall FPOs - at an issue price of $0.002. FPO (5) Broker Shares in FPOs - 62,500,000 – as consideration for services. Options are issued for nil cash consideration as follows (using the numbering in item 2): Options (1), (2) and (3) have been issued to Optionholders of Andes Resources Limited (Andes), in consideration for the cancellation and replacement of their existing Andes options under the off-market takeover announced 17 May 2019. Options (4) and (5) are free attaching options issued in conjunction with the Company’s and Andes’ capital raisings. Options (6) have been issued as consideration for services.
	As set out in Section 1.6 of the Prospectus.

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) 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	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
	All securities listed in item 2 received shareholder approval at 15 July 2019 EGM.
	None
	N/A
	N/A
	7.1 placement capacity =847,889,498 7.1A placement capacity= unable to use this capacity

• See chapter 19 for defined terms.

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7 +Issue dates

15 August 2019

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) 9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable)	Number	+Class
	5,652,596,656 547,345,422	Ordinary Fully paid shares Options exercise price $0.011 expiring 1 June 2020
	46,400,000 30,000,000 9,600,000 9,600,000 221,875,000 26,250,000 1,875,000 375,000,000 59,000,000 50,000,000	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$0.016 each on or before 31 December 2019, subject to vesting. LTIP Options exercisable at A$0.024 each on or before 31 December 2020, subject to vesting. Replacement Options – Class A, unquoted options exercisable at $0.008 and expiring on 1 July 2023. Replacement Options – Class B, unquoted options exercisable at $0.008 and expiring on 31 August 2023. Replacement Options – Class C, unquoted options exercisable at $0.008 and expiring on 15 November 2023. Replacement Options – Class X, unquoted options exercisable at $0.004 and expiring on 16 August 2021. $0.004 and expiring 16 August 2021. Free Attaching Options - unquoted options exercisable at $0.004 and expiring 16 August 2021. Broker Options, unquoted options exercisable at $0.006 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

art	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
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

• See chapter 19 for defined terms.

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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?
32	How do security holders dispose of their
	entitlements (except by sale through a
	broker)?
33	+Issue date

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

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

• See chapter 19 for defined terms.

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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.

• 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: 20 August 2019 (Company secretary)

Print name: Julia Beckett

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	912,548,977
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	88,867,687 shares - Entitlement offer (on or about 18 December 2018) - Exception 1 of LR 7.2 135,000,000 shares- placement 18 October 2018 approved at 24 December 2018 EGM-LR 7.4 23,950 shares from conversion of 23,950 Listed options with expiry date 1 June 2020 and an exercise price of $0.011 per share 51,500,000 shares from Prospectus Placement Shortfall issued at $0.003 per share (Rights Issue Prospectus closed 14 December 2018) 459,000,000 shares from conversion of Convertible Note (EGM 15 July 2019) 2,777,156,042 shares for consideration to Andes shareholders (EGM 15 July 2019) 1,166,000,000 Placement shares (EGM 15 July 2019) 62,500,000 Brokers shares (EGM 15 July 2019)
Subtractthe number of fully paid+ordinary securities cancelled during that 12-month period
“A”	5,652,596,656

Step 2: Calculate 15% of “A”

• See chapter 19 for defined terms.

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“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	847,889,498
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	847,889,498
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	847,889,498