MACRO METALS LIMITED — Capital/Financing Update 2013

Sep 26, 2013

==> picture [160 x 46] intentionally omitted <==

Friday, 27 September 2013

Dear Shareholder,

2013 SHARE PURCHASE PLAN OFFER

Kogi Iron Limited ACN 001 894 033 (Company) invites you to participate in a non-renounceable Share Purchase Plan, whereby existing shareholders can subscribe for up to $15,000 of new fully paid ordinary shares in the Company (Shares) at a subscription price of 9 cents per Share.

To be eligible, you were required to be registered as a holder of Shares, with a registered address in Australia and New Zealand as at 5pm Western Standard Time (WST) on 24 September 2013.

Funds raised will be used to completed a Scoping Study for the company’s Agbaja Project and for working capital purposes.

The offer of Shares under the Plan (Offer) opens on 27 September 2013 and closes at 5.00pm WST on 25 October 2013. No late applications will be accepted, however the directors of the Company (Directors) reserve the right to extend the closing date.

The purchase price for each Share under the Plan is $0.09 per Share. This price is a 19% discount from the volume weighted average market price of Shares in the Company sold on the Australian Securities Exchange (ASX) during the previous five trading days ending 24 September 2013.

If you are eligible to subscribe for Shares under the Plan and you wish to participate, you may subscribe for Shares as follows:

	Subscription Amount($A)	Shares to be allotted calculated at the Issue Price
Tranche A	$1,000(minimum)	11,111
TrancheB	$2,500	27,778
Tranche C	$5,000	55,555
Tranche D	$10,000	111,111
Tranche E	$15,000(maximum)	166,667

You may only subscribe for whole numbers of Shares in the tranches stated above, as no fraction of Shares will be issued. The Company reserves the right to allot fewer Shares than an eligible shareholder applies for under the Offer, or no Shares and any determination by the Directors in respect of any scaling back will be final. If a scale back occurs, the Company will refund any excess application money to eligible shareholders (without interest).

In the event the Company wishes to allot fewer Shares than an eligible shareholder applies for, the allocation of Shares to applicant Shareholders will be at the absolute discretion of the Directors from time to time.

Please carefully read the terms and conditions relating to the Offer, as you will be bound by them.

If you have any questions in respect of the Plan, the Offer, or these terms and conditions please contact Shane Volk (Company Secretary) on (08) 9200 3456, or via e-mail at shane.volk@kogiiron.com.

Yours sincerely,

==> picture [120 x 58] intentionally omitted <==

Ian Burston Chairman

13 Colin Street West Perth Western Australia 6005 Australia

PO Box 1934 Telephone: +61 8 9200 3456 West Perth Western Australia 6872 Facsimile: +61 8 9200 3455 Australia Website: www.kogiiron.com

Kogi Iron Limited ABN 28 001 894 033 ASX: KFE

TERMS AND CONDITIONS

The following are the terms and conditions of the Offer under the Plan (Terms and Conditions). By accepting the offer to subscribe for Shares under the Plan, you will have agreed to be bound by these Terms and Conditions and the Company's constitution.

1. Class order 09/425 issued by the Australian Securities and Investments Commission

The Offer has been structured to comply with the Australian Securities and Investments Commission Class Order 09/425 (as may be amended from time to time) (ASIC Class Order 09/425) to enable the Company to issue Shares without a prospectus.

2. Opening and closing date of the Offer

The Offer opens on 27 September 2013.

The Offer closes at 5pm WST on 25 October 2013.

No late applications will be accepted, however the Directors reserve the right to extend the closing date.

3. Who is eligible to participate in the offer?

You are eligible to apply for Shares in the Offer if:

• your registered address, as recorded in the Company's register of members, is in Australia or New Zealand; and

• you were registered as a holder of Shares as at 5pm WST on 24 September 2013.

The Offer to each eligible shareholder is made on the same terms and conditions.

The Offer is non-renounceable (ie. you may not transfer your right to subscribe for Shares under the Offer to anyone else).

4. Is the Offer voluntary?

The Offer is entirely voluntary and is subject to these Terms and Conditions. You do not have to participate if you don't want to.

5. How was the issue price determined?

The issue price for each Share under the Offer is $0.09. This price is a 19% discount to the volume weighted average market price of Shares in the Company sold on the ASX during the previous five trading days ending 24 September 2013.

6. Important Information on price risk to consider

Before deciding whether to accept the Offer, you should refer to the current market price of Shares, which can be obtained from the financial pages of your daily newspaper, your stockbroker, your financial adviser, or the ASX. Please note that the market price of Shares may rise or fall between the date of this Offer and the date when the Shares are issued to you under the Plan. This means that the price you pay per Share under this Offer may be greater than or less than the price of Shares at the time the Shares are issued to you pursuant to this Offer. In determining whether you wish to participate in this Offer and the extent to which you participate, you should seek your own personal financial and/or taxation advice referable to your own circumstances.

7. How much can you invest in the Offer?

Subject to paragraph 8, if you are an eligible shareholder under the Plan, you can subscribe for Shares as follows:

	Subscription Amount($A)	Shares to be allotted calculated at the Issue Price
Tranche A	$1,000(minimum)	11,111
Tranche B	$2,500	27,778
Tranche C	$5,000	55,555
TrancheD	$10,000	111,111
Tranche E	$15,000(maximum)	166,667

Please note that the maximum limit of $15,000 worth of Shares applies to you even if you receive more than one Offer from the Company. For example, if you are both a sole and a joint shareholder of the Company as at 24 September 2013, you can only apply for Shares under the Offer once, either in your capacity as sole shareholder or joint shareholder, not both.

No fractions of Shares will be issued.

2

8. Custodian Certification

If on 24 September 2013 you are a custodian within the definition of "custodian" in ASIC Class Order 09/425 (Custodian) and hold Shares on behalf of one or more persons (each a Participating Beneficiary), you may apply for up to a maximum of $15,000 worth of Shares for each Participating Beneficiary, subject to providing a notice in writing to the Company on application for Shares pursuant to the Offer certifying the following:

• (a) either or both of the following:

• (i) that the Custodian holds Shares on behalf of one or more other persons (Participating Beneficiaries) that are not Custodians; and

• (ii) that another Custodian (Downstream Custodian) holds beneficial interests in Shares on behalf of one of more other persons (each a Participating Beneficiary), and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

• on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

• (iii) where paragraph 8(a)(i) applies—the Custodian; and

• (iv) where paragraph 8(a)(ii) applies—the Downstream Custodian,

to apply for Shares on their behalf under the Plan;

• (b) the number of Participating Beneficiaries;

• (c) the name and address of each Participating Beneficiary;

• (d) in respect of each Participating Beneficiary:

• (i) where paragraph 8(a)(i) applies - the number of Shares that the Custodian holds on their behalf; and

• (ii) where paragraph 8(a)(ii) applies – the number of Shares to which the beneficial interests relate;

• (e) in respect of each Participating Beneficiary:

• (i) where paragraph 8(a)(i) applies – the number or the dollar amount of Shares they instructed the Custodian to apply for on their behalf; and

• (ii) where paragraph 8(a)(ii) applies—the number or the dollar amount of Shares they instructed the Downstream Custodian to apply for on their behalf;

• (f) that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $15,000:

• (i) the Shares applied for by the Custodian on their behalf under the Plan with the instructions referred to in paragraph 8(e); and

• (ii) any other Shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Plan;

(g) that a copy of this Offer document was given to each Participating Beneficiary; and

(h) where clause paragraph 8(a)(ii) applies – the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.

In providing a certificate under this paragraph 8, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds beneficial interests in the Shares held by the Custodian.

For the purpose of ASIC Class Order 09/425, you are a Custodian if you are a registered holder of Shares:

• (a) that holds an Australian financial services licence that:

• (i) covers the provision of a custodial or depositary service; or

3

• (ii) includes a condition requiring the holder to comply with the requirements of ASIC Class Order [CO 02/294]; or

• (b) that is exempt from the requirement to hold an Australian financial services licence for the provision of a custodial or depositary service under:

• (i) paragraph 7.6.01(1)(k) of the Corporations Regulations 2001 (Cth) (Regulations); or

• (ii) paragraph 7.6.01(1)(na) of the Regulations; or

• (iii) ASIC Class Order [CO 05/1270] to the extent that it relates to ASIC Class Order [CO 03/184];or

• (iv) ASIC Class Orders [CO 03/1099], [CO 03/1100], [CO 03/1101], [CO 03/1102], [CO 04/829] or [CO 04/1313]; or

• (v) an individual instrument of relief granted by ASIC to a person in terms similar to one of the class orders referred to in subparagraph (iv); or

• (vi) paragraph 911A(2)(h) of the Corporations Act 2001 (Cth); or

• (c) that is a trustee of a:

• (i) self-managed superannuation fund; or

• (ii) superannuation master trust;

• (d) that is the responsible entity of an IDPS-like scheme; or

• (e) that is the registered holder of Shares and is noted on the register of members of the body or scheme (as the case may be) as holding the shares or interests on account of another person.

If you hold Shares as a trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings set out in paragraph 7 apply.

9. Shareholder Certification

Subject to paragraph 8, an eligible shareholder must, on application for Shares pursuant to the Offer, certify to the Company that the total of the application price for the following does not exceed $15,000:

• (a) the Shares the subject of the application under the Plan;

• (b) any other Shares issued to the eligible shareholder under the Plan or any similar arrangement in the 12 months before the application under the Plan; and

• (c) any other Shares which the eligible shareholder has instructed a Custodian to acquire on their behalf under the Plan; and

• (d) any other Shares issued to a Custodian in the 12 months before the application under the Plan as a result of an instruction given by the eligible shareholder to the Custodian to apply for Shares on their behalf under an arrangement similar to the Plan.

10. Costs of Participation

The only cost to you associated with the Offer is the issue price of the number of Shares you wish to subscribe for. Under the Offer you do not have to pay for brokerage, commission or other transaction costs which would normally apply when you acquire Shares on market.

11. Allotment of Shares and Variation on Number of Shares Issued

The Company expects the Shares to be allotted within [5 business] after the closing date.

The Company's share registry, Link Market Services Limited, will send to you a Transaction Confirmation Statement in due course.

4

Without limiting the above, the Company reserves the right to allot fewer Shares than an eligible shareholder applies for under the Offer or no Shares, in the Company's discretion or if the Company believes the allotment of those Shares would contravene any law or the ASX Listing Rules. No interest will be paid on any money returned.

In the event the Company wishes to allot fewer Shares than an eligible shareholder applies for or is not permitted to issue all the Shares offered as a result of any law or ASX Listing Rule, the allocation of Shares to applicant Shareholders will be at the absolute discretion of the Directors from time to time.

12. What Rights Will the Shares Carry?

Once the Shares are issued, they will rank equally with existing Shares in the Company and will carry the same voting rights, dividend rights, and entitlements to dividends, rights and bonus issues.

13. Can the Company Change the Plan?

The Plan may be changed, suspended or terminated by the Company at any time. If the Company changes, suspends or terminates the Plan it will advise ASX. The accidental omission to give notice of changes to or suspension or termination of the Plan or the non-receipt of any such notice will not invalidate the change, suspension or termination.

14. Directors' Participation

The directors of the Company, as eligible shareholders, may participate in the Offer (without having to obtain shareholder approval), on the same terms as all other shareholders in the Company.

15. How Do You Pay for the Shares?

All amounts in this Offer are expressed in Australian dollars.

• (a) You must pay for the Shares by cheque, bank draft or money order in Australian dollars. Please make your cheque, bank draft or money order payable to “Kogi Iron Limited” and cheques are crossed "Not Negotiable". Applicants must not forward cash. Receipts for Application Payments will not be issued.

Please post to:

Kogi Iron Limited C/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001

OR

• (b) Make a payment using BPAY® in accordance with the instructions on the Application Form. If paying via BPAY®, eligible shareholder should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the eligible shareholder to ensure that funds are submitted through BPAY® by the date and time mentioned above. If you elect to pay via BPAY®, you must follow the instructions for BPAY® set out in the Application Form (which includes the Biller Code and your unique Customer Reference Number) and you will not need to return the Application Form.

If paying by BPAY®, please make sure to use the specific Biller Code and unique Customer Reference Number on your Application Form. If you receive more than one personalised Application Form, you will need to complete individual BPAY® transactions using the Customer Reference Number specific to each individual personalised Application Form that you receive. The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

16. Please provide a cheque, bank draft or money order or make the BPAY payment for the exact amount.

If you do not provide the exact amount, the Company reserves the right to return your BPAY payment or your Application Form and cheque, bank draft or money order. If the Company returns your BPAY payment or Application Form and cheque, bank draft or money order, no Shares will be allotted to you.

You have a choice of 5 tranches of amounts of Shares of which you may subscribe for one.

These are detailed below:

5

	Subscription Amount ($A)	Shares to be allotted calculated at theIssuePrice
TrancheA	$1,000 (minimum)	11,111
Tranche B	$2,500	27,778
Tranche C	$5,000	55,555
Tranche D	$10,000	111,111
Tranche E	$15,000(maximum)	166,667

17. Will the Shares be quoted on the ASX?

The Company will apply for the Shares allotted to you to be quoted on ASX, within the relevant period specified in the ASX Listing Rules.

18. How is a Dispute Resolved?

The Company may settle any dispute in connection with the Plan in any manner it thinks fit, whether generally or in relation to any participant, application or Share. The Company's decision shall be final and binding.

The Company reserves the right to waive strict compliance with any provision of these Terms and Conditions.

6

HOW DO YOU APPLY FOR SHARES UNDER THE OFFER

1. If you want to participate in this Offer please carefully read the Terms and Conditions relating to the Offer.

2. Complete all the required details in the enclosed Application Form, noting that all amounts are expressed in Australian dollars:

3. (i) Enter the exact number of Shares you want to subscribe for noting that the minimum number of Shares is 11,111 and the maximum number of Shares is 166,667.

4. (ii) To work out the exact amount payable, multiply the number of Shares subscribed for by the price per Share of $0.09 and insert the total amount payable (in Australian dollars).

5. (iii) Complete the cheque details section and ensure that the "Amount" section corresponds to the exact amount payable for the Shares you wish to subscribe for. Remember, the minimum is $1,000 worth of Shares and the maximum is $15,000 worth of Shares.

6. (iv) Insert your telephone contact numbers so that we may contact you if necessary.

7. (v) You do not need to sign the Application Form.

If you are making a BPAY payment, you do not need to return the Application Form. Please ensure that the amount paid by BPAY is the exact amount payable for the Shares you wish to Subscribe for.

If your payment is to be by cheque, bank draft or money order

1. Ensure your cheque, bank draft or money order is made out for the exact amount of the Share parcel you want to subscribe for, payable to “Kogi Iron Limited” and cheques crossed "Not Negotiable".

Return the completed Application Form, together with the cheque, bank draft or money order to Link Market Services Limited in the enclosed reply paid envelope or to:

Kogi Iron Limited C/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001

If your payment is to be made using BPAY®

1. Make a payment using BPAY® in accordance with the instructions on the Application Form. If paying via BPAY®, eligible shareholders should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the eligible shareholder to ensure that funds are submitted through BPAY® by the date and time mentioned above. If you elect to pay via BPAY®, you must follow the instructions for BPAY® set out in the Application Form (which includes the Biller Code and your unique Customer Reference Number) and you will not need to return the Application Form.

If paying by BPAY®, please make sure to use the specific Biller Code and unique Customer Reference Number on your Application Form. If you receive more than one personalised Application Form, you will need to complete individual BPAY® transactions using the Customer Reference Number specific to each individual personalised Application Form that you receive. The maximum investment any shareholder may apply for will remain $15,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

1. Ensure that your completed Application Form and payment reach Link Market Services Limited by the closing date of the Offer being no later than 5.00pm (WST) on 25 October 2013. No late applications will be accepted, although the Directors reserve the right to extend the closing date.

In determining whether you wish to participate in this Offer you should seek personal financial and/or taxation advice referable to your own circumstances.

By accepting this Offer you agree to be bound by the Terms and Conditions of the Offer and the Constitution of the Company.

7

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: (08) 9200 3456 From outside Australia: +61 8 9200 3456 ASX Code: KFE

ACN 001 894 033

==> picture [43 x 45] intentionally omitted <==

==> picture [78 x 36] intentionally omitted <==

SRN/HIN:

Entitlement Number: Record Date: 24 September 2013 Offer Opens: 27 September 2013 Offer Closes 5:00pm (WST): Friday, 25 October 2013

SHARE PURCHASE PLAN (“SPP”) APPLICATION FORM

How do I apply for Shares under this offer?

• Carefully read the SPP Terms and Conditions accompanying this form.

• Decide on the amount you wish to apply for.

• Pay for the Shares in accordance with the instructions outlined in the Terms and Conditions Booklet and further important instructions on the reverse of this form.

Option 1: Paying by Bpay[®] .

Option 2: Paying by Cheque, Bank Draft or Money Order.

• Payments must be in Australian dollars.

PAYMENT OPTIONS

Option 1: Paying by Bpay[®]

If paying by Bpay[®] , you do NOT need to complete or return the Acceptance Slip attached to this Application Form below. Payment must be received by the Registry by Bpay[®] by 5:00pm (WST) on Friday, 25 October 2013. By paying by Bpay[®] , you will be deemed to have completed an Application Form for the number of Shares the subject of your Application Payment. If you make a payment by Bpay[®] and Kogi Iron Limited receives an amount which is not equal to either A$1,000, A$2,500, A$5,000, A$10,000 or A$15,000, Kogi Iron Limited may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,000.

==> picture [96 x 43] intentionally omitted <==

Biller Code: 63750 Ref:

Telephone & Internet Banking – Bpay[®]

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

® Registered to Bpay Pty Ltd ABN 69 079 137 518

Option 2: Paying by Cheque, Bank Draft or Money Order

If paying by cheque, bank draft or money order, complete and return the Acceptance Slip attached to this Application Form with your Application Payment.

• A. Tick the box beside the amount you wish to apply for, either A$1,000, A$2,500, A$5,000, A$10,000 or A$15,000.

• B. Enter your cheque, bank draft or money order details. The amount of your Application Payment should be equal to the amount applied for in section A of the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Kogi Iron Limited” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either A$1,000, A$2,500, A$5,000, A$10,000 or A$15,000, Kogi Iron Limited may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,000.

• C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.

==> picture [29 x 31] intentionally omitted <==

ACN 001 894 033

Please detach and enclose with payment

SRN/HIN: Entitlement Number:

*9999999

A I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only):

A	I/w	e wish to purchase	a parcel	of Shares	of Shares	to the doll	ar a	mou	nt of(tick one box onl	y):
		A$1,000 OR		A$2,500		OR			A$5,000 OR				A$10,000 OR			A$15,000
B	Make your cheque, bank draft or money order payable to							“Kogi Iron Limited” and crossed					“Not Negotiable”
Drawer			Cheque Number					BSB Number			Account Number			Amount		of Cheque
															A$		.00
C	Telephone Number – Business Hours				Telephone Number –				After Hours		Contact Name
(		)				( )

IMPORTANT INFORMATION

1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

2. If you do not wish to purchase additional Shares under this SPP, there is no need to take action.

3. Please ensure you have read and understood the SPP Terms and Conditions and this Important Information, before you make the Application Payment by Bpay[®] or you submit your Acceptance Slip with your Application Payment.

4. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

5. If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order CO 09/425 you must complete and submit an additional Schedule that contains additional certifications and details that must be provided (“the Schedule”) before your Application will be received. The Schedule can be obtained by contacting the Kogi Iron Limited SPP Offer Information Line. Applications received by custodians that are not accompanied by the Schedule will be rejected.

6. For applicants that are not required to complete the Schedule, by submitting the Acceptance Slip (with a cheque, bank draft or money order) or making payment by Bpay[®] , you certify that the aggregate of the Application Payment paid by you for:

7. the parcel of New Shares indicated on this Application Form or Bpay[®] payment; and

8. any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Acceptance Slip or payment by Bpay[®] does not exceed A$15,000.

9. Kogi Iron Limited reserves the right to make amendments to this Application Form where appropriate.

10. Applicants are not assured of receiving the Shares for which they have applied as Kogi Iron Limited may scaleback applications in its discretion.

How to Lodge your Acceptance Slip and Application Payment

A reply paid envelope is enclosed for you to return your Acceptance Slip and Application Payment. No postage stamp is required if it is posted in Australia.

Acceptance Slip and the payment for New Shares must be received by the Registry no later than the closing date shown overleaf. If paying by Bpay[®] you do not need to complete or return the Application Form. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address	or	Hand Delivery
Kogi Iron Limited		Kogi Iron Limited
C/- Link Market Services Limited		C/- Link Market Services Limited
GPO Box 3560		1A Homebush Bay Drive
Sydney NSW 2001		Rhodes NSW 2138(Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and Application Payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (WST) on Friday, 25 October 2013. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Kogi Iron Limited reserves the right not to process any Acceptance Slips and Application Payments received after the Closing Date.

If you require information on how to complete this Acceptance Slip please contact the Company Secretary on (08) 9200 3456 if calling within Australia or + 61 8 9200 3456 if calling from outside of Australia.