LCL RESOURCES LIMITED — M&A Activity 2019

Jul 15, 2019

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ASX Announcement

16[th] July 2019

Takeover Offer Update – Extension of Takeover Offer

Metminco Limited (ASX: MNC) (“ Metminco ” or “ the Company ” ) refers to its bidder’s statement dated 18 June 2019 (“ Bidder’s Statement ”) in respect of its all scrip takeover offer for 100% of the fully paid shares in Andes Resources Limited (“ Takeover Offer ”) (“ Andes ”).

In accordance with sections 630(2)(b) and 650D(1) of the Corporations Act 2001 (Cth), Metminco today gave notice to ASIC and Andes that:

1. Metminco varies the Offer by extending the closing date of the Offer until 5:00pm (AEST) on 7 August 2019; and

2. the new date for giving status of conditions under the Takeover Offer is 31 July 2019.

The notices are attached to the announcement.

The Company will provide an updated timetable to the Takeover Offer and associated capital raising shortly.

For further enquiries contact:

Kevin Wilson Jason Stirbinskis Executive Chairman Managing Director Metminco Limited Andes Resources Limited kwilson@metminco.com.au jason@andesresources.com +61 409 942 355 +61 407 417 944

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NOTICE UNDER SECTION 630(2)(b) CORPORATIONS ACT 2001 (CTH) NEW DATE FOR GIVING NOTICE OF STATUS OF CONDITIONS

• To: Andes Resources Limited (ACN 166 866 691) ( Andes ); and Australian Securities and Investments Commission ( ASIC ).

For the purposes of section 630(2)(b) of the Corporations Act 2001 (Cth) ( Corporations Act ), Metminco Limited (ACN 119 759 349) ( Metminco ) gives notice that:

• (a) the offer period under the takeover offer by Metminco for all of the ordinary shares in Andes that it does not already own ( Offer ), which Offer, contained in the bidder's statement issued by Metminco dated 18 June 2019 ( Bidder's Statement ), has been extended so that the Offer will remain open for acceptance until 5.00 pm (AEST) on 7 August 2019;

• (b) the new date for giving notice of the status of the conditions to which the Offer is subject ( Conditions ), as required by section 630(3) of the Corporations Act, is 31 July 2019;

• (c) as at the date of this notice:

• (i) on 15 July 2019, Metminco gave notice under Section 630(4) of the Corporations Act, that the Metminco Shareholder Approval Condition set out in Section9(a)(viii) of Annexure A had been fulfilled and that the Offer is free of that condition; and

• (ii) so far as Metminco is aware, none of the other Conditions contained in Section 9 of Annexure A of the Bidders Statement have been fulfilled or waived; and

• (d) as at the date of this notice Metminco has 68.8% of the voting power in Andes.

Dated: 16 July 2019

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Signed for and on behalf of Metminco Limited Kevin Wilson Executive Chairman

NOTICE UNDER SECTION 650D(1) CORPORATIONS ACT 2001 (CTH) NOTICE OF VARIATION OF OFFER – EXTENSION OF OFFER PERIOD

• To: Australian Securities and Investments Commission ( ASIC );

Andes Resources Limited (ACN 166 866 691) ( Andes ); and

each person to whom an offer was made pursuant to the Bidder's Statement dated 18 June 2019 by Metminco Limited (ACN 119 759 349) ( Bidder's Statement and Metminco ) in relation to Metminco's off-market takeover offer dated 24 June 2019 ( Offer ) for all of the ordinary shares in Andes that Metminco does not already own.

Extension of offer period

Metminco gives notice under section 650D(1) of the Corporations Act 2001 (Cth) that:

• (a) it varies the Offer by extending the closing date of the Offer until 5:00pm (AEST) on 7 August 2019;

• (b) accordingly, the Offer is varied by replacing the date "24 July 2019". with the date "7 August 2019" in each place in the Bidder's Statement which it appears including the Acceptance Form;

• (c) in accordance with section 630(2)(b) of the Corporations Act, the date for giving a notice on the status of the Offer conditions as required by section 630(1) of the Corporations Act is extended from 16 July 2019 to 31 July 2019 (subject to further variation in accordance with section 630(2) of the Corporations Act in the event that the Offer Period is extended again); and

• (d) accordingly, the Offer is varied by replacing the date "16 July 2019" with the date "31 July 2019" in each place in the Bidder's Statement which it appears.

Approval of Notice

This notice has been approved by a unanimous resolution passed by all the directors of Metminco.

Lodgment with ASIC

A copy of this notice was lodged with ASIC on 16 July 2019. ASIC takes no responsibility for the contents of this notice.

Dated: 16 July 2019

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Signed for and on behalf of Metminco Limited Kevin Wilson Executive Chairman