MACRO METALS LIMITED — Capital/Financing Update 2017

Sep 17, 2017

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Nigerian Subsidiary
Nigerian Subsidiary Nigerian Subsidiary
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18 September 2017

KOGI IRON LIMITED

Allotment and Issue of Securities

Further to the announcement released on 13 September 2017, Kogi Iron Limited (ASX: KFE – the “Company” or “Kogi”) wishes to confirm the allotment and issue of 47,666,667 fully paid ordinary shares ("Securities") to sophisticated investors at $0.015 per share to raise $715,000 (before costs).

This placement is made pursuant to the Company’s placement capacity under listing rule 7.1A.

7.1A DISCLOSURE

The following 7.1A disclosure is in respect of the issue of 47,666,667 ordinary fully paid shares, issued within the Company’s 7.1A placement capacity, pursuant to the share placement announced to the ASX on 13 September 2017.

The Company provides the following information in accordance with Listing Rule 3.10.5A:

(a) Details of the dilution to the existing holders of ordinary securities caused by the issue.

Number of shares held by existing shareholders before the Placement	537,134,007
Number of Shares on issue after the Placement (Issuedpursuant to LR 7.1A)	584,800,674
% dilutionary effect of Placement on existing shareholders before the Placement	8.87%

Further details of the approximate percentage of the issued capital post the 7.1A placement held by the preplacement security holders and new security holders is as follows:

Pre-placement security holders who did not participate in the placement	99.51%
Pre-placement security holders who did participate in the placement	0.39%
Participants in the placement who were not previously security holders	0.10%

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 KCM Mining Limited (Nigerian Subsidiary)

Unit 23, 4 Ventnor Avenue West Perth Western Australia 6005 Australia

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• (b) Where the equity securities are issued for cash consideration, a statement of the reasons why the eligible entity issued the equity securities as a placement under rule 7.1A and not as (or in addition to) a pro rata issue or other type of issue in which existing ordinary security holders would have been eligible to participate.

It was the Company’s view that a pro rata issue would not deliver the necessary capital in the required timeframe and in addition it was considered that the level of support likely to be received from existing shareholders would not be sufficient.

• (c) Details of any underwriting arrangement, including any fees payable to the underwriter.

No underwriting arrangements or underwriting fees are payable.

• (d) Any other fees or costs incurred in connection with the issue.

Reimbursable expenses and fees payable to non-related parties in respect of the arrangement of the share placement – approximately 8.5% of gross placement funds where applicable.

An Appendix 3B and section 708A notice are attached for immediate release.

Yours sincerely

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KOGI IRON LIMITED Kevin Hart Company Secretary

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)	Ordinary fully paid shares
	47,666,667 Ordinary Shares
	Ordinary shares 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) Nil 6f Number of securities issued under an exception in rule 7.2 n/a	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) Nil 6f Number of securities issued under an exception in rule 7.2 n/a	The Ordinary shares will rank_pari passu_with existing Ordinary Shares
		$715,000
		The purpose of the issue of Ordinary Shares is to raise capital for working capital purposes.
		Yes
		15 November 2016
		Nil
		47,666,667
	Nil
	n/a

6g If securities issued under rule 7.1A, was The placement offer price was 1.5 cents and is 77% of the issue price at least 75% of 15 day 15-day VWAP from the date the price of the securities VWAP as calculated under rule 7.1A.3? was agreed. Include the issue date and both values. Include the source of the The VWAP calculation was provided by Orient Capital VWAP calculation. Pty Ltd. 6h If securities were issued under rule n/a 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 7.1: 13,684,683 capacity under rule 7.1 and rule 7.1A – 7.1A: 230,610 complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into 18 September 2017 uncertificated holdings or despatch of certificates Number ~~+~~ Class 8 Number and[+] class of all[+] securities 584,800,674 Ordinary Shares quoted on ASX ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

• Number +Class

• 9 Number and[+] class of all[+] securities not 1,000,000 Ordinary Shares subject to vesting quoted on ASX ( including the conditions pursuant to the securities in section 2 if applicable) Company Loan Share Plan 9,800,000 Unlisted Options with an exercise price of $0.0305 expiring 16[th] November 2019.

• 10 Dividend policy (in the case of a trust, N/a 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 now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

n/a

• 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.

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Sign here: Date: 18 September 2017 ( ~~Director/C~~ ompany Secretary)

Print name: Kevin Hart

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• 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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	452,069,815
Addthe 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 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	- 26,902,959 Nil
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	478,972,774

• 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	71,845,916
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	6,006,944 (3 March 2017) 6,600,000 (13 March 2017) 3,313,014 (5 April 2017) 9,595,456 (13 April 2017) 3,982,636 (5 May 2017) 4,020,198 (6 June 2017) 4,800,000 (27 June 2017) 3,885,306 (7 July 2017) 5,959,191 (27 July 2017) 4,238,186 (8 August 2017) 5,760,302 (9 September 2017)
“C”	58,161,233
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	71,845,916
Subtract“C” Note: number must be same as shown in Step 3	58,161,233
Total[“A” x 0.15] – “C”	13,684,683 [Note: this is the remaining placement capacity under rule 7.1]

“C” 58,161,233	“C” 58,161,233
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15	71,845,916
Note: number must be same as shown in
Step 2
Subtract“C”	58,161,233
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	13,684,683
	[Note: this is the remaining placement
	capacity under rule 7.1]

• 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

capacity is calculated
“A”	478,972,774
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	47,897,277
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A
that has already been used

that has already been used	that has already been used
Insertnumber of equity securities issued or		47,666,667 (18 September 2017)
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”		47,666,667

• 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	47,897,277
Subtract“E” Note: number must be same as shown in Step 3	46,666,667
Total[“A” x 0.10] – “E”	230,610 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

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Nigerian Subsidiary
Nigerian Subsidiary Nigerian Subsidiary
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18 September 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 47,666,667 fully paid ordinary shares ("Securities") as a private placement to sophisticated investors at $0.015 per share to raise $715,000 (before costs), as announced on 13[th] September 2017.

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

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KOGI IRON LIMITED Kevin Hart Company Secretary

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

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