MACRO METALS LIMITED — Capital/Financing Update 2017

Dec 28, 2017

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 Unlisted options (exercise price $0.0305 expiry 16 to be issued November 2019)

• 2 Number of[+] securities issued 20,000,000 or to be issued (if known) or maximum number which may be issued

• 3 Principal terms of the Unlisted options are issued with an exercise +securities (eg, if options, price of $0.0305 and expiry date of 16 November exercise price and expiry date; 2019

• if partly paid[+] securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• 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:

Unlisted Options do not rank equally. When options are exercised the fully paid ordinary shares issued will then rank equally with the existing fully paid ordinary shares of the Company from the date of allotment.

• 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 Unlisted options issued for no consideration. 6 Purpose of the issue Unlisted options issued pursuant to agreement (If issued as consideration for the as announced on 13 September 2017 for provision acquisition of assets, clearly identify of corporate advisory services. 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
	21 November 2017
	20,000,000
	Nil

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 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)	Nil
	n/a
	n/a
	n/a
	7.1: 66,013,982 7.1A: 58,884,232
	29 December 2017
	Number	~~+~~Class
	591,154,685	Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

• 9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in section 2 if applicable)

Number	+Class
1,000,000 29,800,000	Ordinary Shares subject to vesting conditions pursuant to the Company Loan Share Plan Unlisted Options with an exercise price of $0.0305 expiring 16thNovember 2019.

10 Dividend policy (in the case of a N/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.	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

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?	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

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

• 33 +Despatch date n/a

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 n/a +quotation is sought 39 Class of +securities for which n/a quotation is sought 40 Do the[+] securities rank equally in n/a 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 n/a now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• 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.

==> picture [125 x 40] intentionally omitted <==

Sign here:

Date: 29 December 2017 ( ~~Director/~~ Company Secretary)

Print name: Kevin Hart

== == == == ==

• 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

==> picture [371 x 27] intentionally omitted <==

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

Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
----- End of picture text -----

==> picture [414 x 408] intentionally omitted <==

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

Insert number of fully paid ordinary 474,520,612
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• 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 114,321,707
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” 588,842,319
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 88,326,348

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 2,312,366 (15 November 2017) agreed to be issued in that 12 month period not counting those issued: 20,000,000 (Options issued 29 December 2017) • 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

• “C” 22,312,366

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

placement capacity under rule 7.1
“A” x 0.15	88,326,348
Note: number must be same as shown in
Step 2
Subtract“C”	22,312,366
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	66,013,982
	[Note: this is the remaining placement
	capacity under rule 7.1]

Part 2

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Rule 7.1A – Additional placement capacity for eligible entities

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

“A” 588,842,319 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 58,884,232

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.

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	58,884,232
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	58,884,232 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

==> picture [596 x 143] intentionally omitted <==

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

Nigerian Subsidiary
Nigerian Subsidiary Nigerian Subsidiary
----- End of picture text -----

29 December 2017

KOGI IRON LIMITED

Notice Under Section 708A(5)(e) of the Corporations Act

Kogi Iron Limited (ASX: KFE – the “Company” or “Kogi”) today issued and allotted 20,000,000 unlisted options with an exercise price of $0.0305 and expiry date of 16 November 2019 in accordance with the terms of an agreement as announced to the market on 13 September 2017.

Below is the applicable Cleansing Notice.

Secondary Trading Exemption:

The Corporations Act 2001 (Cth) (the "Act") restricts the on-sale of securities issued without disclosure, unless the sale is exempt under Section 708 or 708A of the Act. By the Company giving this notice, a sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies the ASX under paragraph 708(A)(5)(e) of the Act that:

• a) The Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;

• b) As at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

• c) As at the date of this notice there is no information:

• i) that has been excluded from a continuous disclosure notice in accordance with the Listing Rules; and

• ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  • (1) The assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

  • (2) The rights and liabilities attaching to the Securities.

Yours sincerely

==> picture [126 x 41] intentionally omitted <==

KOGI IRON LIMITED Kevin Hart

Company Secretary

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

Unit 23, 4 Ventnor Avenue 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