METALS AUSTRALIA LTD — Capital/Financing Update 2017

Jun 18, 2017

Appendix 3B New issue announcement

Rule 2 .7, 3.10.3, 3.10.4, 3.10.5

N ew issu e announ c ement, application for quotation of a dditional securitie s and agreement

Information or documents n ot available n o w must be gi v en to ASX as s oon as availa b le. Informat i on and documents gi v en to ASX be c ome ASX’s pr o perty and ma y be made public. Introduced 01/07 / 96 Origin: Appe n dix 5 Amended 0 1/07/98, 01/09/9 9 , 01/07/00, 30/09/01, 11/03/02, 01/01//03, 24/10/05, 01/08/12, 04/03/13

Name of enti t y

ABN

METALS AUSTRALIA LTD 38 008 982 474

We (the en t ity) give A S X the follo w ing infor m ation.

Part 1 - All issues

You must co m plete the rele v ant sections ( a ttach sheets if there is not e nough space).

1 +Clas be is 2 Num tob maxi be is 3 Princ +secu exerc partl amou dates +conv conv conv s of+securit sued ber of+secu e issued( mum numb sued ipal term rities (e.g ise price and y paid +s nt outstan for ertible se ersion price ersion) ies issued or rities issued if known) er whichm s of t . if optio expiry date ecurities, t ding andd payment; curities, t and dates to or or ay he ns, ; if he ue if he for	Nil
	Nil
	Nil

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date 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	Not Applicable
	Not Applicable
	Not Applicable
	Yes
	30 November 2016
	Nil
	Nil

• See chapter 19 for defined terms.

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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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Not Applicable	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	LR 7.1: Nil LR 7.1A: 2,968,193
	Number	+Class
	1,669,072,777 215,111,667 181,950,000	Fully Paid Ordinary Shares Options exercisable at $0.003 each on or before 1 December 2019 Options exercisable at $0.01 each on or before 31 May 2020

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 2 - 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 offer 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	Number	+Class
	Dividend policy not yet established

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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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 offer documents 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?
32	How do security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Issue date

• See chapter 19 for defined terms.

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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) X 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

x

35 x 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 0 1,001 ‐ 5,000 0 5,001 ‐ 10,000 0 10,001 ‐ 100,000 0 100,001 and over 74 TOTAL 74

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 181,950,000 39 +Class of +securities for which Options exercisable at $0.01 cents each, on or quotation is sought before 31 May 2020

• See chapter 19 for defined terms.

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METALS AUSTRALIA LTD

ACN 009 982 474 OPTIONS EXERCISABLE AT $0.01 EACH

TOP TWENTY HOLDERS

NAME NUMBER PERCENTAGE

MR BIN LIU	20,000,000	10.99%
BELLAIRE CAPITAL PTY LTD	18,100,000	9.95%
KEVIN AND HELEN LEARY	10,000,000	5.50%
HSBC CUSTODY NOMINEES	10,000,000	5.50%
SPICEME CAPITAL PTY LTD	9,999,999	5.50%
INTERSUISSE NOMINEES PTY LTD	8,350,000	4.59%
DEMASIADO PTY LTD	7,499,999	4.12%
MERLE AND KATHRYN SMITH	6,666,666	3.66%
SANLAM PRIVATE WEALTH PTY LTD	4,375,000	2.40%
1215 CAPITAL PTY LTD	4,333,334	2.38%
JOHN WALTERS AND BERNADETTE PARKER	4,333,333	2.38%
HC INVESTMENT HOLDINGS PTY LIMITED	4,000,000	2.20%
DAVID COVENTRY	3,333,334	1.83%
MGL CORP PTY LTD	3,156,668	1.73%
RENOWN CAPITAL PTY LTD	3,000,000	1.65%
KEACH & CO PTY LTD	2,666,667	1.47%
PELRUS PTY LTD	2,500,000	1.37%
HIRSCH FINANCIAL PTY LTD	2,500,000	1.37%
BODIE INVESTMENTS PTY LTD	2,500,000	1.37%
STEPHEN AND PENELOPE LEARY	2,333,334	1.28%

Appendix 3B New issue announcement

• 40 Do the[+] securities rank equally in all respects from the[+] issue date No with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: Shares issued on exercise of options will rank

• the date from which they do equally with the existing ordinary fully paid

• the extent to which they shares 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

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)	To allow options to be traded
	Number	+Class
	1,669,072,777 215,111,667 181,950,000	Fully Paid Ordinary Shares Options exercisable at $0.003 each on or before 1 December 2019 Options exercisable at $0.01 each on or before 31 May 2020

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 is not available now, we 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: 19 June 2017

Print name: Norman Grafton

Company Secretary

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B - Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

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
securities on issue 12 months before the 819,951,110
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
25,055,000
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 496,166,666
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
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month Nil
period
“A” 1,341,172,776
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• See chapter 19 for defined terms.

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• Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed]

• Multiply “A” by 0.15 201,175,916 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued Nil 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

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

==> picture [415 x 160] intentionally omitted <==

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

“A” x 0.15
Note: number must be same as shown in 201,175,916
Step 2
Subtract “C”
Nil
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 201,175,916
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

==> picture [368 x 27] intentionally omitted <==

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

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

“A” 1,341,172,776
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 0.10 134,117,277
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
131,149,084
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” 131,149,084
----- End of picture text -----

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement	Appendix 3B New issue announcement
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	134,117,277
Subtract“E” Note: number must be same as shown in Step 3	131,149,084
Total[“A” x 0.10] – “E”	2,968,193 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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