LCL RESOURCES LIMITED — Director's Dealing 2015

May 14, 2015

15 May 2015

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CHANGE OF DIRECTOR’S SHAREHOLDING

Metminco Limited ("Metminco") announces that on 15 May 2015 the Directors were issued a total of 30,085,068 fully paid ordinary shares and attached 30,085,068 new options in Metminco at an issue price of A$0.005 (£0.0026) per share by way of acceptance of their entitlement under the Rights Issue dated 1 April 2015. The options are exercisable at A$0.005 (£0.0026) per share expiring 15 May 2016.

Following this announcement Directors interest in securities in the Company are as set out in Table 1 and Table 2 below:

Table 1 - Shares

Director	Direct and Indirect Interest	Increase	Holding	% Interest
William Howe	Direct(49,999,933)and Indirect(50,000,000)	16,666,600	99,999,933	4.3%
Francisco Vergara	Direct(6,390,000)and Indirect(50,000,000)	2,500,000	56,390,000	2.4%
PhillipWing	Indirect(25,687,442)	6,044,106	25,687,442	1.1%
Tim Read	Indirect (14,907,692)	3,507,692	14,907,692	0.6%
Roger Higgins	Direct(2,451,924)and Indirect(784,616)	761,540	3,236,540	0.1%
Steve Tainton	Indirect(2,571,795)	605,130	2,571,797	0.1%
Total		30,085,068	202,793,404	8.8%

Table 2 - Options

Director William Howe Tim Read PhillipWing Francisco Vergara Roger Higgins SteveTainton **Total **	Expiring 15 June 2015 @A$0.175 per Share	Expiring 15 June 2015 @A$0.210 per Share	Expiring 27 June 2015 @A$0.006 (£0.003) per Share	Expiring 15 May 2016 @A$0.005 (£0.0026) per Share	Total Options
			33,333,333	16,666,600	49,999,933
	1,000,000	1,000,000	10,000,000	3,507,692	15,507,692
			3,750,000	6,044,106	9,794,106
			3,750,000	2,500,000	6,250,000
			1,875,000	761,540	2,636,540
			1,666,667	605,130	2,271,797
	1,000,000	1,000,000	54,375,000	30,085,068	86,460,068

Attached is an Appendix 3Y for each Director.

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Philip W Killen Company Secretary

Metminco Limited ABN 43 119 759 349	Level 6, 122 Walker Street, North Sydney, NSW, 2060
ASX Code: MNC.AX; AIM Code: MNC.L	Tel: +61 (0) 2 9460 1856; Fax: +61 (0) 2 9460 1857
	www.metminco.com.au

ASX ANNOUNCEMENT

METMINCO LIMITED

15 May 2015

For further information please contact:

METMINCO LIMITED

Stephen Tainton / Phil Killen

Office: +61 (0) 2 9460 1856

NOMINATED ADVISOR AND BROKER

RFC Ambrian Australia Will Souter/ Nathan Forsyth United Kingdom Samantha Harrison / John van Eeghen

Office: +61 (0) 2 9250 0000 Office: +44 (0) 20 3440 6800

FINANCIAL PUBLIC RELATIONS

Buchanan (UK) Gordon Poole/Bobby Morse

Office: +44 (0) 207 466 5000

Page | 2

ASX ANNOUNCEMENT

METMINCO LIMITED

15 May 2015

Company Background

Metminco is a dual ASX and AIM listed company with a portfolio of copper, molybdenum and gold projects in Peru and Chile.

Projects and Mineral Resources

The Los Calatos Project, located in southern Peru, has an open pittable Mineral Resource of 493 million tonnes at 0.38% Cu and 0.023% Mo (at cut-off grade of 0.15% CuEq) to a vertical depth of 700 metres below surface and an underground bulk mining Mineral Resource of 926 million tonnes at 0.51% Cu and 0.022% Mo (at a cut-off grade of 0.35% CuEq) commencing at an elevation of 2,300 metres (approximately 700 metres below surface).

The Chilean assets include the Mollacas Copper Project with a Mineral Resource of 15.5 million tonnes consisting of a Measured Resource of 11.2 million tonnes at 0.55% Cu and 0.12g/t Au and an Indicated Resource of 4.3 million tonnes at 0.41% Cu and 0.14g/t Au(at a 0.2% copper cut-off); and the Vallecillo Project with a Mineral Resource of 8.9 million tonnes consisting of a Measured Resource of 5.5 million tonnes at 0.84g/t Au, 9.99g/t Ag, 1.12% Zn and 0.32% Pb, an Indicated Resource of 2.6 million tonnes at 0.80g/t Au, 10.23g/t Ag, 0.94% Zn and 0.35% Pb and an Inferred Resource of 0.8 million tonnes at 0.50g/t Au, 8.62g/t Ag, 0.48% Zn and 0.17% Pb (at a cut-off grade of 0.2g/t Au).

The Company also has a number of early stage exploration projects where initial exploration activities have identified anomalous copper, molybdenum and gold values.

Competent Persons Statement

The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Colin Sinclair, BSc, MSc, who is a Member of the Australasian Institute of Mining and Metallurgy and is currently employed by the Company in Chile.

Colin Sinclair has sufficient experience (over 30 years) which is relevant to the style of mineralisation, type of deposit under consideration, and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results’. Mr Sinclair, as Competent Person for this announcement, has consented to the inclusion of the information in the form and context in which it appears herein.

Forward Looking Statement

All statements other than statements of historical fact included in this announcement including, without limitation, statements regarding future plans and objectives of Metminco are forward-looking statements. When used in this announcement, forward-looking statements can be identified by words such as ‘’anticipate”, “believe”, “could”, “estimate”, “expect”, “future”, “intend”, “may”, “opportunity”, “plan”, “potential”, “project”, “seek”, “will” and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this announcement, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its directors and management of Metminco that could cause Metminco’s actual results to differ materially from the results expressed or anticipated in these statements.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Metminco does not undertake to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this announcement, except where required by applicable law and stock exchange listing requirements.

Page | 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Metminco Limited

ABN 43 119 759 349

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	William James Howe
Date of last notice	27 March 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect interest
Nature of indirect interest – prior to change (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	33,333,333 directly 50,000,000 indirectly through Finhill Capital Pty Ltd
Date of change	15 May 2015
No. of securities held prior to change	83,333,333 ordinary shares (50,000,000 through Finhill Capital Pty Ltd) 33,333,333 unlisted options exercisable at A$0.006 per share,expiring27June 2015
Class	Shares and options
Number acquired	16,666,600 ordinary shares at A$0.005 & 16,666,600 unlisted options exercisable at A$0.005 per share expiring 15 May 2016
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	A$83,333 for ordinary shares and attached unlisted options

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	99,999,933 shares (50,000,000 indirectly through Finhill Capital Pty Ltd) & 33,333,333 unlisted options exercisable at A$0.006, expiring 27 June 2015 & 16,666,600 unlisted options exercisable at A$0.005per share,expiring15 May2016
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Acceptance of Rights Issue offer.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
**Date of change **	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Metminco Limited

ABN 43 119 759 349

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Francisco Vergara-Irarrazaval
Date of last notice	27 March 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and indirect
Nature of indirect interest – prior to change (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mr Vergara holds 53,890,000 shares (47,500,000 shares in Humber Resources Inc) & 3,750,000 unlisted options exercisable at A$0.006 per share,expiring27June 2015.
Date of change	15 May 2015
No. of securities held prior to change	53,890,000 shares 3,750,000 unlisted options exercisable at A$0.006 per share,expiring27June 2015.
Class	Shares and options
Number acquired	2,500,000 ordinary shares at A$0.005 & 2,500,000 unlisted options exercisable at A$0.005per share, expiring15 May2016
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	A$12,500 for ordinary shares and attached unlisted options

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	56,390,000 shares (50,000,000 shares held indirectly through Humber Resources Inc) & 3,750,000 unlisted options exercisable at A$0.006 per share expiring 27 June 2015 held directly & 2,500,000 unlisted options unlisted options exercisable at A$0.005 per share expiring 15 May 2016 indirectly through Humber Resources Inc
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Acceptance of Rights Issue offer

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Metminco Limited

ABN 43 119 759 349

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	PhillipJohn Wing
Date of last notice	27 March 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect interest
Nature of indirect interest – prior to change (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	19,643,336 shares held indirectly as follows: Chile Copper Mine Pty Ltd (10,2666,668) Hammerfest Investments Pty Ltd (5,566,668), Bellafont Investments Pty Ltd (20,000), P J Wing Pty Ltd (3,770,000) and Kirin Corporation Pty Ltd (20,000) & 3,750,000 unlisted options exercisable at A$0.006 per share, expiring 27 June 2015
Date of change	15 May2015
No. of securities held prior to change	19,643,336 shares 3,750,000 unlisted options exercisable at A$0.006,expiring27June 2015
Class	Shares and options
Number acquired	6,044,106 ordinary shares at A$0.005 & 6,044,106 unlisted options exercisable at A$0.005 per share, expiring 15 May 2016
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	A$30,221 for shares and attached unlisted options

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

25,687,442 sharesheld as follows: Chile Copper Mine Pty Ltd (13,425,463) Hammerfest Investments Pty Ltd (7,279,491), Bellafont Investments Pty Ltd (26,154), P J Wing Pty Ltd (4,930,000) Kirin Corporation Pty Ltd (26,154) & 3,750,000 unlisted options exercisable at A$0.006 per share, expiring 27 June 2015 held inP J Wing Pty Ltd & 6,044,106 unlisted optionsexercisable at A$0.005 per share, expiring 15 May 2016 held as follows: Chile Copper Mine Pty Ltd (3,158,975), Hammerfest Investments Pty Ltd (1,712,823), Bellafont Investments Pty Ltd (6,154), P J Wing Pty Ltd (1,160,000) Kirin Corporation Pty Ltd (6,154)

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Acceptance of Rights Issue offer

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detailof contract	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest relatedprior to change	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Metminco Limited

ABN 43 119 759 349

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Timothy Read
Date of last notice	27 March 2015

7

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mr Read holds an indirect interest in shares and options through Catralex Consultancy Limited in which he holds a 100% interest.
Date of change	15 May 2015
No. of securities held prior to change	11,400,000 shares 10,000,000 unlisted options exercisable at £0.003 per share, expiring 27 June 2015 1,000,000 Options exercisable per share at A$0.175 expiring 15 June 2015 1,000,000 Options exercisable at A$0.210 per share expiring15 June 2015
Class	Shares and options
Number acquired	3,507,692 shares at £0.0026 & 3,507,692 unlisted options exercisable at £0.0026 per share expiring15May2016
Number disposed	Not applicable

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	£9,120 for shares and attached unlisted options
No. of securities held after change	14,907,692 shares 10,000,000 unlisted options exercisable at £0.003 per share expiring 27 June 2015 3,507,692 unlisted options exercisable at £0.0026 per share expiring 15 May 2016 1,000,000 Options exercisable at A$0.175 per share expiring 15 June 2015 1,000,000 Options exercisable at A$0.210 per share expiring 15 June 2015
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Acceptance of Rights Issue offer

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
**Date of change **	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Metminco Limited

ABN 43 119 759 349

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Roger John Higgins
Date of last notice	27 March 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and indirect interest
Nature of indirect interest – prior to change (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	2,475,000 ordinary shares (600,000 through Tanabal Superannuation Fund) & 1,875,000 unlisted options exercisable at A$0.006 per share,expiring27June 2015
Date of change	15 May 2015
No. of securities held prior to change	600,000 shares 1,875,000 unlisted options
Class	Shares and options
Number acquired	761,540 shares at A$0.005 & 761,540 unlisted options exercisable at A$0.005 per share, expiring 15 May 2016
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	A$3,808 for ordinary shares and attached unlisted options

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	3,236,540 shares – direct (2,451,924) and indirect (784,616 - through Tanabal Superannuation Fund) & 1,875,000 unlisted options held directly exercisable at A$0.006 per share expiring 27 June 2015 & 761,540 unlisted options exercisable at A$0.005 per share expiring 15 May 2016 held directly (576,924) and indirectly (184,616 held through Tanabal Superannuation Fund)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Acceptance of Rights Issue offer

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Metminco Limited

ABN 43 119 759 349

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Stephen Tainton
Date of last notice	27 March 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect interest
Nature of indirect interest – prior to change (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Stephen Tainton held an indirect interest 1,966,667 shares & 1,666,667 unlisted options both through Erika Tainton
Date of change	15 May2015
No. of securities held prior to change	Stephen Tainton held an indirect interest 1,966,667 shares & 1,666,667 unlisted options exercisable at A$0.006 per share expiring 27 June 2015 both through Erika Tainton
Class	Shares and options
Number acquired	605,130 shares at A$0.005 per share & 605,130 unlisted options exercisable at A$0.005 per share expiring 15 May 2016
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	A$3,026 for shares with free unlisted options

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	2,571,797 shares & 1,666,667 unlisted options exercisable at A$0.006 per share expiring 27 June 2015 & 605,130 unlisted options exercisable at A$0.005 per share expiring 15 May 2016 - both held indirectly by Erika Tainton
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Acceptance of Rights Issue offer.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011