LCL RESOURCES LIMITED — Share Issue/Capital Change 2018

Apr 25, 2018

Appendix 3B New issue announcement

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 Ordinary fully paid shares and options be issued 2 Number of[+] securities issued or 694,831,892 ordinary shares and to be issued (if known) or 231,610,770 options maximum number which may be issued 3 Principal terms of the[+] securities Ordinary shares to be issued at $0.008 and (e.g. if options, exercise price and options will have an exercise price of $0.011 expiry +securities, date; if the partly amount paid with an expiry date of 1 June 2020 outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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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
	$0.008 – Ordinary shares $0.011 -Options
	To fund exploration activities, the retirement of the Redfield convertible note, payment of creditors and general working capital including corporate and general administration costs
	No
	N/A
	Nil
	N/A

• See chapter 19 for defined terms.

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• 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 N/A 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 N/A 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 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.

7 +Issue dates Issue dates 24 April 2018 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. Number +Class 8 Number and +class of all 841,112,236 Ordinary Fully paid +securities quoted on ASX shares ( including the +securities in section 2 if applicable) 231,610,770 Options exercise price $0.011 expiring 1 June 2020

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all 12,345,639 Options exercisable +securities not quoted on ASX at A$0.081 per ( including the +securities in Option into Shares section 2 if applicable) on or before 17 May 2019. 12,345,639 Options exercisable at A$0.081 per Option into Shares on or before 25 May 2019 10 Dividend policy (in the case of a N/A trust, 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	No
	Renounceable
	9.5:2
	Ordinary fully paid shares
	28 March 2018
	No
	Rounding up
	Any other countries other than Australia, New Zealand, Chile & United Kingdom
	17 April 2018

• See chapter 19 for defined terms.

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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?	Patersons Securities Limited
	6.5% of amount raised
	N/A
	3 April 2018
	26 March 2018
	27 March 2018
	10 April 2018

• See chapter 19 for defined terms.

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32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date 24 April 2018

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

• See chapter 19 for defined terms.

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Name of Top 20 Optionholders	No of Options
BNP PARIBAS NOMINEES PTY LTD	20,833,333
OCEAN VIEW WA PTY LTD	8,333,334
OSIRIS CAPITAL INVESTMENTS PTY	8,333,334
MR NEVRES CRLJENKOVIC	8,245,417
TROCA ENTERPRISES PTY LTD	6,666,667
CITICORP NOMINEES PTY LIMITED	6,579,021
MR MARK JOHN BAHEN &	5,817,306
FLUE HOLDINGS PTY LTD	5,000,000
ASHGROVE W PTY LTD	4,166,667
J P MORGAN NOMINEES AUSTRALIA	4,078,820
MGL CORP PTY LTD	3,987,500
SANPEREZ PTY LTD	3,962,500
LOCOPE PTY LTD	3,533,334
BT PORTFOLIO SERVICES LIMITED	3,333,334
CRLJENKOVIC SUPER FUND	3,333,334
DIXTRU PTY LIMITED	3,333,334
ZERRIN INVESTMENTS PTY LTD	3,333,334
JOJO ENTERPRISES PTY LTD	3,189,140
MR OWEN CLARK	2,500,000
JAYART FUNDS MANAGEMENT PTY	2,500,000
MR CARRICK DURRANT RYAN	2,500,000

Distribution Table

100,001 + 10,001 100,000 5,001 10,000 1,001 5,000 1 1,000	No of holders No of Options 226 226,173,834 131 5,118,421 23 168,204 48 127,455 63 22,856
	491 231,610,770

• See chapter 19 for defined terms.

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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 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)	694,831,634	694,831,634
	Ordinary fully paid securities
	Pari Pasu
	Number	+Class

• See chapter 19 for defined terms.

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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: .24 April 2018... (Company secretary)

Print name: Graeme Hogan.

== == == == ==

• See chapter 19 for defined terms.

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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

==> picture [415 x 378] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 127,200,299
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: Entitlement Offer – 694,831,892
• 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
Subtract the number of fully paid [[+]] ordinary
securities cancelled during that 12 month
period
----- End of picture text -----

==> picture [415 x 72] intentionally omitted <==

----- Start of picture text -----

Subtract the number of fully paid [[+]] ordinary
securities cancelled during that 12 month
period
“A” 822,032,191
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	123,304,829
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	March 2018 – 19,080,045
“C”	19,080,045
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	123,304,829
Subtract“C” Note: number must be same as shown in Step 3	19,080,045
Total[“A” x 0.15] – “C”	104,224,784 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

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.

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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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