MACRO METALS LIMITED — Capital/Financing Update 2014

Jul 21, 2014

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Nigerian Subsidiary
Nigerian SubsidiaryNigerian Subsidiary
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22 July 2014

Issue of shares and options pursuant to the Non-renounceable Entitlement Offer

Kogi Iron Limited (ASX: KFE) (“Kogi”, “Kogi Iron” or the “Company”) and its 100% owned Nigerian operating company, KCM Mining Limited (“KCM”) are pleased to confirm the issue of shares and options under the 1:5 Non-Renounceable Entitlement Offer at an issue price of $0.03 per share with a free attaching option for each new share issued, each option having at an exercise price of $0.08 and expiring on 31 May 2017, which closed on Tuesday, 15 July 2014.

All shareholders who submitted valid application for their entitlements have been issued 100% of their applications including any additional shares that were applied for. Shares were also allocated in full to all shareholders who made firm commitments for Shortfall Shares.

A copy of the Appendix 3B following the completion of the issue of the shares is attached, along with the requisite names of the 20 largest holders of options and an options distribution schedule.

For more information, please contact:

Kogi Iron Limited Tel (office): +61 8 9200 3456 Email: info@kogiiron.com

Kogi Iron Limited ABN 28 001 894 033 KCM Mining Limited (Nigerian Subsidiary)

13 Colin Street West Perth Western Australia 6005 Australia

PO Box 1934 West Perth Western Australia 6872 Australia

Telephone: +61 8 9200 3456 Facsimile: +61 8 9200 3455 Website: www.kogiiron.com

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About Kogi Iron (ASX: KFE)

Kogi Iron Limited is a Perth-based company which owns 100% of the Agbaja iron ore project located in Kogi State, Republic of Nigeria, West Africa (“Agbaja” or “Agbaja Project”). The Company has completed a Preliminary Feasibility Study which determined that the development and operation of a mine and processing plant at Agbaja to produce 5 Mtpa of iron ore concentrate is technically feasible, economically viable and socially and environmentally acceptable. Concentrate from Agbaja is initially proposed to be transported via river barge along the Niger River to the Gulf of Guinea and world export markets. The Company will continue to advance access and usage agreements for an existing underutilised heavy haulage railway that runs from near the Agbaja Project to Port Warri. This existing railway remains an important part of a longer term transport solution for an expanded production profile.

In recent years Nigeria has sought to diversify its economy, which is dominated by hydrocarbons, into minerals and related industries. Nigeria is the largest country by population in Africa with a GDP growth rate of 7.2% in 2014. The country has very transparent and consistent mining regulations and very favourable fiscal terms for foreign investment in mining.

The Company holds a land position of approximately 400km[2 ] covering 16 tenements, with the main focus being EL12124 which covers a large part of the Agbaja Plateau. The Agbaja Plateau hosts an extensive, shallow, flat-lying channel iron deposit with an Indicated and Inferred Mineral Resource of 586 million tonnes with an in-situ iron grade of 41.3% reported in accordance with the JORC Code (2012). This mineral resource covers approximately 20% of the prospective plateau area within EL12124.

Forward-looking Statements

This announcement contains forward-looking statements which are identified by words such as ‘anticipates’, ‘forecasts’, ‘may’, ‘will’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, ‘plan’ or ‘intends’ and other similar words that involve risks and uncertainties. Indications of, and guidelines or outlook on, future earnings, distributions or financial position or performance and targets, estimates and assumptions in respect of production, prices, operating costs, results, capital expenditures, reserves and resources are also forward looking statements. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions and estimates regarding future events and actions that, while considered reasonable as at the date of this announcement and are expected to take place, are inherently subject to significant technical, business, economic, competitive, political and social uncertainties and contingencies. 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 our Company, the Directors and management. We cannot and do 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 readers are cautioned not to place undue reliance on these forward-looking statements. These forward looking statements are subject to various risk factors that could cause actual events or results to differ materially from the events or results estimated, expressed or anticipated in these statements.

Competent Persons’ Statements

The information in this announcement that relates to Mineral Resources at Agbaja is extracted from the ASX announcement entitled “Mineral Resources at Agbaja Increase 20% to 586MT includes an Indicated Resource of 466MT” and is available to view on www.kogiiron.com. The Company confirms that it is not aware of any information or data that materially affects the information included in the original market announcement and, in the case of estimated Mineral Resources or Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.

2

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

Name of entity

Kogi Iron Limited

ABN

28 001 894 033

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 (eg, 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)	(a) Ordinary shares (b) Options
	(a) 40,376,156 ordinary shares (b) 79,042,822 options (40,376,156 pursuant to the Entitlement Offer and 38,666,666 pursuant to the Placement announced 17 June 2014)
	(a) Ordinary shares rank pari passu with existing ordinary shares (b) Options are exercisable at $0.08 each, are quoted and expire 5pm 31 May 2017. Ordinary shares issued from the exercise of options will rank pari passu with existing ordinary shares.

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

4 Do the+securities rank equally in all respects from the date of allotment 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 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	(a) Ordinary shares rank pari passu with existing ordinary shares. (b) Options will be quoted and upon exercise the issued ordinary shares will rank pari passu with existing ordinary shares.
	(a) Ordinary shares: $0.03 per share (b) Options are issued for nil consideration
	To provide funds to enable the Company to meet the holding costs for its 100% owned Agbaja iron ore project in Nigeria and for general working capital purposes.
	Yes
	29 November 2013
	(a) Ordinary shares: Nil (b)Options:38,666,666
	nil
	n/a

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 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (including the securities in section 2 if applicable)	(a) Ordinary Shares: 40,376,156 (b) Options: 40,376,156	(a) Ordinary Shares: 40,376,156 (b) Options: 40,376,156
	n/a
	n/a
	7.1: 841,308 7.1A: Nil
	22 July 2014
	Number	~~+~~Class
	353,008,052 79,042,822	Ordinary Shares Options (exercise price $0.08, expiring 31 May 2017)

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Number +Class 9 Number and[+] class of all[+] securities 47,900,000 Ordinary Shares subject to not quoted on ASX ( including the vesting conditions pursuant to securities in section 2 if applicable) the Company Loan Share Plan

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or 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 issue 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
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 prospectus or Product
	Disclosure Statement 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 5

01/08/2012

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch 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

• 36  If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 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.

Appendix 3B Page 6

01/08/2012

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 date of allotment 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 7

01/08/2012

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 not available now, 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: 22 July 2014 ~~(Director~~ /Company Secretary) Print name: Shane Volk

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid ordinary 288,084,126
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 10,805,548
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities 21,142,222
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary Nil
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 Nil
securities cancelled during that 12 month
period
“A” 320,031,896
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• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 48,004,784
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of equity securities issued or 166,667 (ordinary shares 4 Nov 2013)
agreed to be issued in that 12 month period
not counting those issued: 8,330,143 (balance of Placement Shares 06/14)
• Under an exception in rule 7.2 36,666,666 (Listed options pursuant to 06/14
Placement Shares)
• 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” 47,163,476
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 48,004,784
Note: number must be same as shown in
Step 2
Subtract “C” 47,163,476
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 841,308
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

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” 320,031,896 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 32,003,190 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 32,003,190 (Placement Shares 06/14) 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” 32,003,190

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	32,003,190
Subtract“E” Note: number must be same as shown in Step 3	32,003,190
Total[“A” x 0.10] – “E”	Nil Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

PAGE NUMBER : 1 REPORT DATE : 22/07/2014 REPORT TIME : 09.09.46

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KOGI IRON LIMITED

FIRST 20 INVESTORS REPORT TUESDAY 22 JULY 2014

Current Rank Investor Balance Security: KFEO - LISTED OPTION EXPIRING 31/05/2017 @ $0.08 1 NATIONAL NOMINEES LIMITED 33,333,333 2 DR IAN BURSTON 9,166,667 3 NOBLE INVESTMENTS 7,546,100 SUPERANNUATION FUND PTY LTD 4 MR GIUSEPPE VINCE ARITI 2,300,000 5 DR SANJAY DHUPELIA 1,666,667 6 WILACI PTY LTD 1,666,666 7 MR CARMICHAEL OLOWOYO 1,500,000 8 DA & LM CARROLL SUPERANNUATION 1,466,666 FUND 9 MR BRIAN KING 1,222,222 10 MR GIUSEPPE VINCE ARITI 1,200,000 11 MR DON CARROLL 1,200,000 12 MRS THERESE-MARIE TAYLOR 1,000,000 13 MR MARK TETI 926,667 14 NATHAN DAVID TAYLOR 833,333 15 CUSTODIAL SERVICES LIMITED 750,000 16 DR CECILY JANE FREEMANTLE + 686,666 MR JAMES MALCOLM FREEMANTLE 17 BAILINK PTY LTD 666,666 18 MR BRIAN FREDERICK KING 611,111 19 MR JAMIE WAYNE SHEVLIN + 500,000 MRS LEE-ANNE MAREE SHEVLIN

% Issued Capital

42.17% 11.60% 9.55% 2.91% 2.11% 2.11% 1.90% 1.86% 1.55% 1.52% 1.52% 1.27% 1.17% 1.05% .95% .87% .84% .77% .63%

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PAGE NUMBER : 2 REPORT DATE : 22/07/2014 REPORT TIME : 09.09.46

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KOGI IRON LIMITED

FIRST 20 INVESTORS REPORT

		FIRST 20 INVESTORS REPORT
	Rank 20	TUESDAY 22 JULY 2014 Investor NATHAN DAVID TAYLOR + THERESE-MARIE TAYLOR SUPERANNUATION FUND A/C>	Current Balance 416,667	% Issued Capital
				.53%
		Investors TOTAL FOR TOP 20: 68,659,431 20		86.86%
		Investors TOTAL IN THIS REPORT: 68,659,431 20 TOTAL OTHER INVESTORS: 10,383,391 256 GRAND TOTAL: 79,042,822 276		86.86% 13.14% 100.00%

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PAGE NUMBER : 1 REPORT DATE : 22/07/2014 REPORT TIME : 09.08.00

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KOGI IRON LIMITED

INVESTOR RANGES TUESDAY 22 JULY 2014

Ranges Investors Securities % Issued Capital

Security Code : KFEO

LISTED OPTION EXPIRING 31/05/2017 @ $0.08

Holding Type : Issuer

1 to 1000	12	2,368	.00
1001 to 5000	4	7,570	.01
5001 to 10000	4	34,785	.04
10001 to 100000	18	384,268	.49
100001 and Over	11	18,401,195	23.28
Total	49	18,830,186	23.82
Holding Type : CHESS
1 to 1000	14	7,787	.01
1001 to 5000	41	109,942	.14
5001 to 10000	34	261,707	.33
10001 to 100000	101	3,584,393	4.54
100001 and Over	37	56,248,807	71.16
Total	227	60,212,636	76.18
Totals for Security Code KFEO
1 to 1000	26	10,155	.01
1001 to 5000	45	117,512	.15
5001 to 10000	38	296,492	.38
10001 to 100000	119	3,968,661	5.02
100001 and Over	48	74,650,002	94.44
Total	276	79,042,822	100.00

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