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MACRO METALS LIMITED Capital/Financing Update 2019

Jul 2, 2019

65283_rns_2019-07-02_87768d31-9149-4dba-bce2-fc9ef95f81cf.pdf

Capital/Financing Update

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Nigerian Subsidiary
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3 July 2019

LISTED OPTIONS SHORTFALL ALLOTMENT COMPLETED

Kogi Iron Limited (ASX: KFE, “Kogi”, “the Company”) confirms that further to the announcement on 28 June 2019, the Company has issued 44,884,049 Listed Options being the shortfall of Listed Options taken-up in accordance with the terms and conditions of the Underwriting Agreement between the Company and Patersons Securities Limited.

In addition, the Company has also allotted and issued 10,000,000 Listed Options in accordance with the terms of the Underwriting Agreement. An Appendix 3B for the issue of the additional Listed Options is attached.

Following this issue, the Company now has 661,644,742 Ordinary Shares and 142,328,948 Listed Options on issue.

A statement setting out the top 20 largest holders of the new Listed Options and the range of holders is attached.

For more information, please contact:

Kogi Iron Limited Tel (office): +61 8 9200 3456 Email: [email protected]

KFE Capital Summary
Ordinary Shares:
661,644,742
Share price: $0.065
Market capitalisation:
$43m
Board of Directors
Mr Don Carroll –Non-Executive Chairman
Mr Martin Wood –Managing Director
Mr Greg Boulton AM –Non-Executive Director
Mr David Turvey –Non-Executive Director
Mr Peter Huljich –Non-Executive Director
Contact
Unit 23, 4 Ventnor Avenue,
West Perth WA 6005
Tel : +61 8 9200 3456
Email:[email protected]
W: www.kogiiron.com

TOP 20 OPTION HOLDERS

Rank Holder Options % Held
1 ALBION HAWTHORN PTY LTD
14,415,380 10.13%
2 NOBLE INVESTMENTS SUPERANNUATION
FUND PTY LTD A/C>
8,030,560 5.64%
3 PARRY CAPITAL MANAGEMENT LIMITED
6,783,708 4.77%
4 TAYCOL NOMINEES PTY LTD 5,087,781 3.57%
5 MR IAN DOUGLAS WHITELEY 4,731,854 3.32%
6 MR MICHAEL WILLIAM ATKINS 3,750,000 2.63%
7 MELSHARE NOMINEES PTY LTD 3,750,000 2.63%
8 SCORPIUS NOMINEES PTY LTD
3,742,824 2.63%
9 MR RODNEY MALCOLM HOGG + MR
MATTHEW HOGG
3,560,626 2.50%
10 STEADEN PTY LTD
3,052,669 2.14%
11 CLARIDEN CAPITAL PTY LTD 2,713,483 1.91%
12 CAPRICE FISHING COMPANY P/L
2,678,371 1.88%
13 LEADENHALL AUSTRALIA PTY LIMITED 2,433,375 1.71%
14 INVESTMENT PORTFOLIO (WA) PTY LTD
1,838,652 1.29%
15 MR JOHN ATHANASIOU 1,750,000 1.23%
16 MR RICHARD HERMAN RYKERS + MRS
JACQUELINE RYKERS
1,550,000 1.09%
17 MR CHARLES ROBERT TODD 1,526,334 1.07%
18 MARILEI INTERNATIONAL LTD 1,433,600 1.01%
19 MR CHARLES ROBERT TODD + MS ANDREA
MICHELLE TREBLE
1,400,000 0.98%
20 MR PETER NICHOLAS HULJICH 1,399,140 0.98%

DISTRIBUTION SCHEDULE

SPREAD OF HOLDINGS NUMBER OF
HOLDERS
SECURITIES % ISSUED
CAPITAL
1 – 1,000 29 13,500 0.01
1,001 – 5,000 112 331,200 0.23
5,001 – 10,000 71 545,654 0.38
10,001 – 100,000 261 10,247,861 7.20
Greater than 100,001 170 131,190,733 92.17
Total 643 142,328,948 100.00

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)
Listed Options
10,000,000 Listed Options
Listed Options exercisable at $0.10 on or before 31
December 2021
  • 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
Listed options do not rank equally.
When options are exercised the fully paid ordinary
shares issued will rank equally with the existing
fully paid ordinary shares of the Company from
the date of allotment.
Nil
Issue of Options to Underwriter as part of fees
payable as detailed in section 8.4.1 of the
Prospectus dated 29 May 2019
No
n/a
Nil
Nil

6e Number of[+] securities issued with Nil security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an Nil exception in rule 7.2 6g If securities issued under rule 7.1A, n/a 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 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: 77,250,134 capacity under rule 7.1 and rule 7.1A – 7.1A: Nil complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into 3 July 2019 uncertificated holdings or despatch of certificates

8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in section 2 if applicable)

Number +Class
660,644,742
142,328,948
Ordinary Shares
$0.10 option expiry 31/12/2021
  • 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 Ordinary Shares subject to
vesting conditions pursuant to
the Company Loan Share Plan

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

N/a

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? n/a 12 Is the issue renounceable or nonn/a renounceable?

13 Ratio in which the[+] securities will be offered

n/a

  • 14 +Class of +securities to which the offer relates

n/a

  • 15 +Record date to determine n/a entitlements

  • 16 Will holdings on different registers (or n/a subregisters) be aggregated for calculating entitlements?

  • 17 Policy for deciding entitlements in n/a relation to fractions

  • 18 Names of countries in which the n/a 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?
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 their entitlements (except by sale through a broker)?

n/a

33 +Issue 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.

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Sign here: Date: 3 July 2019 ( ~~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

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

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Insert number of fully paid ordinary 620,543,370
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 29,800,000
issued in that 12 month period under
an exception in rule 7.2
• Number of fully paid ordinary securities Nil
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” 650,343,370
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  • 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 97,551,506
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
3,527,843 (23 October 2018)
6,773,529 (7 February 2019)
10,000,000 (Listed Options 2 July 2019)
“C” 20,301,372
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
97,551,506
Subtract“C”
Note: number must be same as shown in
Step 3
20,301,372
Total[“A” x 0.15] – “C” 77,250,134
[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

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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 n/a
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” n/a
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  • 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
n/a
Subtract“E”
Note: number must be same as shown in
Step 3
n/a
Total[“A” x 0.10] – “E” n/a
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012