METALS AUSTRALIA LTD — Capital/Financing Update 2019

Aug 13, 2019

Appendix 3B New issue announcement

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, 04/03/13

Name of entity

METALS AUSTRALIA LTD

ABN

38 008 982 474

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 Options to acquire Fully Paid Ordinary Shares be issued 2 Number of[+] securities issued or to be issued (if known) or 895,800,000 Options maximum number which may be issued 3 Principal terms of the[+] securities Exercisable at any time up to 1 June 2022 at (e.g. if options, exercise price and expiry date; if partly paid $0.0035 per share. +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.

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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	No, these Options do not rank equally with other securities of the Company. However, any shares issued upon exercise of the Options will rank equally in all respects from the date of issue with the existing quoted Fully Paid Ordinary Shares of the Company.
	Nil.
	These Options are being issued to the participants in the March 2019 Placement and the June 2019 Placement. In addition, Options are being issued to Sanlam Private Wealth Pty Ltd as the Lead Manager to the March 2019 Placement and to McNeill Nominees Pty Ltd, whom acted as Corporate Advisor to the June 2019 Placement. Refer to the Prospectus lodged with the ASIC and dated 2 August 2019.
	Yes.
	30 November 2018.
	Nil.

• See chapter 19 for defined terms.

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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) 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.	Nil.
	895,800,000 Options. Security holder approval was obtained at a General Meeting held on 5 August 2019.
	Nil
	N/A.
	N/A
	LR 7.1: 439,079,666 LR 7.1A: 49,443
	14 August 2019

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	2,927,197,777 215,111,668 920,925,000 895,800.000	Fully Paid Ordinary Shares Options exercisable at $0.003 each on or before 1 December 2019 (MLSO) Options exercisable at $0.01 each on or before 31 May 2020 (MLSOA) Options exercisable at $0.0035 each on or before 1 June 2022 (ASX: TBA)

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

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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?

• See chapter 19 for defined terms.

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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
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)

• See chapter 19 for defined terms.

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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) x +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 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 x 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

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

• See chapter 19 for defined terms.

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40 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

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)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• 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: 14 August 2019 Print name: Martin Stein 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 2,339,047,777
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary
Nil
securities issued in that 12 month
period under an exception in rule 7.2
- 2,750,000 (18 September 2018 and
• Number of fully paid [+] ordinary
ratified 5 August 2019)
securities issued in that 12 month
period with shareholder approval - 350,000,000 (27 March 2019 and ratified 5
August 2019)
- 235,400,000 (5 June 2019 and ratified 5
August 2019)
• 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 securities cancelled during that Nil
12 month period
“A” 2,927,197,777
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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 0.15 439,079,666 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 agreed to be issued in that 12 month Nil period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A

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• 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” 439,079,666
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 439,079,666
Step 2
Subtract “C”
Note: number must be same as shown in -
Step 3
Total [“A” x 0.15] – “C” 439,079,666
[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

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 2,341,797,777
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 0.10 234,179,777
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
234,130,334
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” 234,130,334
----- End of picture text -----

• See chapter 19 for defined terms.

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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	234,179,777
Subtract“E” Note: number must be same as shown in Step 3	234,130,334
Total[“A” x 0.10] – “E”	49,443 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Company: METALS AUSTRALIA LTD

ACN 008 982 474 Top Listing - Grouped

==> picture [177 x 34] intentionally omitted <==

Security: MLS94703 UO01062022/$0.0035 As of 14 Aug 2019

Rank	Name	Address	Units	% of Units
1	MCNEIL NOMINEES PTY LIMITED	GPO BOX 3604 SYDNEY NSW 2001	530,800,000	59.25
2	MELBARD NOMINEES PTY LIMITED	GPO BOX 3604 SYDNEY NSW 2001	151,314,731	16.89
3	MRS LUYE LI	RM 501 BUILDING B JIANG BING ROAD WENZHOU CITY	22,742,982	2.54
4	MR DAVID HANNON	LEVEL 7 151 MACQUARIE STREET SYDNEY NSW 2000	19,508,284	2.18
5	BEIRNE TRADING PTY LTD	PO BOX 478 SPIT JUNCTION NSW 2088	18,333,333	2.05
6	MR MARK ANDREW TKOCZ	6 MARK STREET HUNTERS HILL NSW 2110	12,000,000	1.34
7	AUSTRALIAN TRAVEL DIRECTORY (AUST) PTY LTD	12 ANGUS COURT BENOWA QLD 4217	12,000,000	1.34
8	ORCA CAPITAL	SPERLRING 2 PFAFFENHOFEN 85276 GERMANY DEU	10,833,333	1.21
9	MR MICK ZIVKOV	39 NELSON ROAD NELSON NSW 2765	10,000,000	1.12
10	MR BIN LIU	UNIT 163 1188 LAI FANG ROAD SONGJIANG DISTRICT	10,000,000	1.12
11	10 BOLIVIANOS PTY LTD	24 OMAR STREET CAULFIELD SOUTH VIC 3162	6,387,778	0.71
12	VOLTA INVESTMENTS PTY LTD	LEVEL 1 1 ALTONA STREET WEST PERTH WA 6005	5,416,667	0.6
13	MR SEAN FOLEY	42 SHEPHERD STREET CHIPPENDALE NSW 2008	5,300,000	0.59
14	JAYART FUNDS MANAGEMENT PTY LTD	202 RAINBOW STREET RANDWICK NSW 2031	5,000,000	0.56
15	BELLAIRE CAPITAL PTY LTD	3 WESTBOURNE STREET PRAHRAN VIC 3181	4,573,554	0.51
16	BLJ TECHNOLOGIES PTY LTD	502/25 PICKLES STREET PORT MELBOURNE VIC 3207	4,463,645	0.5
17	SJ CAPITAL PTY LTD	PO BOX R1257 ROYAL EXCHANGE NSW 1225	4,380,556	0.49
18	MR NHAT HOANG	26 BOURKE STREET NORTH PERTH WA 6006	4,301,657	0.48
19	NEDO PTY LTD	39 NELSON ROAD NELSON NSW 2765	4,000,000	0.45
20	MS CHUNYAN NIU	UNIT 163 1188 LAI FANG ROAD SONGJIANG DISTRICT	3,937,368	0.44
Totals:	Top 20 holders of MLS94703 UO01062022/$0.0035		845,293,888	94.36
Total Remaining Holders Balance			50,506,112	5.64
Total Holders Balance			895,800,000	100

ACN 008 982 474

TOP SPREAD REPORT

SPREADS OF HOLDINGS 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 999,999,999,999 TOTAL	NUMBER OF HOLDERS 0 0 0 0 57 57	NUMBER OF UNITS 0 0 0 0 895,800,000 895,800,000	% OF TOTAL ISSUED CAPITAL 0.00% 0.00% 0.00% 0.00% 100.00% 100%