LCL RESOURCES LIMITED — Capital/Financing Update 2019

Mar 31, 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)	Convertible Notes
	306 convertible notes
	Convertible Notes (CN) issued at $3000 per note (ASX announcement 15 March 2019). Convertible Notes (CN) issued in single tranche but converted into fully paid shares in two tranches: 1. Tranche 1. = 115 CN issued under existing placement capacity LR 7.1 at a conversion price of $0.003 per share. 2. Tranche 2. = 191 CN (issued as debt) and converted subject to shareholder approval at $0.003 per share If the Proposed Merger (ASX Announcement 13 March 19) does not proceed the conversion price of the CN will be $0.002. Subject to shareholder approval, 1 free option per share exercisable at $0.004 within 2 years from date of issue will be issued to noteholders

• See chapter 19 for defined terms.

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Appendix 3B Page 1

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	Yes
	$3000 per convertible note
	Funds raised will primarily be applied to progress the proposed merger with Andes Resources, undertake geophysical and geochemical work to refine drill targeting at the Chuscal Gold Project in Colombia, and provide working capital
	No
	N/A
	None
	None

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)	N/A	N/A
	None
	N/A
	N/A
	178,191,092
	29 March 2019
	Number	+Class
	1,187,940,614 547,345,422	Ordinary Fully paid shares Options exercise price $0.011 expiring 1 June 2020

• See chapter 19 for defined terms.

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Appendix 3B Page 3

9. Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	12,345,639 12,345,639 46,400,000 9,600,000 9,600,000 306	Options exercisable at A$0.08 per Option into Shares on or before 17 May 2019. Options exercisable at A$0.08 per Option into Shares on or before 25 May 2019. Performance Rights (terms and conditions summarised in the notice of AGM announced 26 April 2018) 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 Convertible Notes (CN) issued in single tranche but converted into fully paid shares in two tranches: Tranche 1 = 115 CN issued under existing placement capacity LR 7.1 at a conversion price of $0.003 per share. Tranche 2 = 191 CN (issued as debt) and converted subject to shareholder approval at $0.003 per share If the Proposed Merger (ASX Announcement 13 March 19) does not proceed the conversion price of the CN will be $0.002. Subject to shareholder approval there will be 1 free option per share exercisable at $0.004 within 2 years from date of issue.

10 Dividend policy (in the case of a trust, N/A 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
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

• See chapter 19 for defined terms.

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Appendix 3B Page 5

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?

• See chapter 19 for defined terms.

Appendix 3B Page 6

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

• See chapter 19 for defined terms.

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Appendix 3B Page 7

Entities that have ticked box 34(b)

tities 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)
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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: 1[st] April 2019 (Company secretary)

Print name:

Geoffrey Widmer

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B Page 9

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

Part 1	Part 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	146,280,344
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	694,831,892 – Entitlement Offer (24/4/18) under Exception 1 of LR7.2 2,702,152 – Lanstead share issue (30/04/18) ratified AGM 28 May 2018 - LR 7.4 68,734,589 - Placement 22 May Placement ratified at EGM at 14 September - LR 7.4 88,867,687 shares - Entitlement offer (on or about 18/12/2018) - Exception 1 of LR 7.2 135,000,000 shares- placement 18thOctober approved at 24thDecember 2018 EGM-LR 7.4 23,950 shares from conversion of 23,950 Listed options with expiry date 01/06/2020 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)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period
“A”	1,187.940,614

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Step 2: Calculate 15% of “A”

“B”		0.15
		[Note: this value cannot be changed]
Multiply“A” by	0.15	178,191,092

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

has already been used	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

capacity under rule 7.1
“A” x 0.15	178,191,092
Note: number must be same as shown in Step
2
Subtract“C”	0
Note: number must be same as shown in Step
3
Total[“A” x 0.15] – “C”	178,191,092
	[Note: this is the remaining placement capacity
	under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B Page 11

Part 2

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
“A”	N/A
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
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that
has already been used

• Insert number of[+] equity securities issued 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”

• See chapter 19 for defined terms.

Appendix 3B Page 12

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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 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B Page 13