Metals X Limited — M&A Activity 2016

Jul 21, 2016

FOR IMMEDIATE RELEASE

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22 July 2016

COMPULSORY ACQUISITION OF ADITYA BIRLA SHARES

As announced previously to the ASX, Metals X Limited ( Metals X ) has a relevant interest in approximately 90.06% of Aditya Birla Minerals Limited ( Aditya Birla ) shares. As a result of having a relevant interest in greater than 90% of Aditya Birla shares, Metals X intends to compulsorily acquire any Aditya Birla shares that are not accepted into its takeover offer.

Attached to this announcement is a compulsory acquisition notice which has been lodged with the Australian Securities & Investments Commission. Also attached is a copy of an accompanying letter that will be sent to Aditya Birla shareholders who have not accepted the Metals X’s offer as at today’s date together with the compulsory acquisition notice.

Aditya Birla shareholders who have not yet accepted Metals X’s offer may still do so by 5:00pm (Perth time) 29 July 2016 (being the scheduled closing time for the offer).

Shareholders who accept the offer by this date will receive the consideration for their shares earlier, rather than waiting for their shares to be compulsorily acquired under the compulsory acquisition process.

ENQUIRIES

Peter Cook Warren Hallam Rod Corps Executive Director & CEO Executive Director Manager – Investor Relations e: peter.cook@metalsx.com.au e: warren.hallam@metalsx.com.au e: rod.corps@metalsx.com.au

Level 3, 18–32 Parliament Place reception@metalsx.com.au West Perth WA 6005 www.metalsx.com.au Australia

ASX Code: MLX OTCQX Code: MLXEF

Australian Securities & Investments Commission

Form 6021 Corporations Act 2001 661B(1)(a)

Cover page: Notice of compulsory acquisition following takeover bid

If there is insufficient space in any section of the form, you may attach an annexure and submit as part of this lodgement

Lodgement details		Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?
		Name
		Robyn Ferguson
		ASIC registered agent number (if applicable)
		Company/entity name
		HopgoodGanim Lawyers
		ACN/ABN/ARBN/ARSN
		Telephone number
		08 9211 8111
		Postal address
		PO Box Z 5312
		St Georges Terrace,Perth WA 6831
		Email address (optional)
		r.ferguson@hopgoodganim.com.au
How to complete this form		1. Complete this COVER page and the notice pages.
		2. Send copies of notice pages to holders.DO NOT INCLUDE THIS COVER PAGE or GUIDE.
		3. Lodge COVER page and notice pages with ASIC.
Lodgement	Send completed and signed form to: Australian Securities and Investments Commission, PO Box 9827 in your capital city. Or lodge the form in person at an ASIC Service Centre (see www.asic.gov.au/servicecentres) For more information Web www.asic.gov.au Need help?www.asic.gov.au/question Telephone 1300 300 630

ASIC Form 6021

COVER PAGE

21 June 2013

Form 6021 Corporations Act 2001 661B(1) (a)

Notice of compulsory acquisition following takeover bid

Notice Description of class of securities to which the bid relates Name of target company or body Tick applicable box(es) 1. Name of bidder Tick one box Date offers closed or are scheduled to close 2. Tick applicable box(es). (see subsection 661A(4) and (4A)) Description of securities Description of securities 3. Tick one box		To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:	To each holder of:
		Ordinary fully paid shares
		('Bid Class Securities')
		in
		Name ('the Company')
		Aditya Birla Minerals Limited
		ACN/ARBN/ARSN
		ACN 103 515 037
			and each holder of securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks,
		securities to which the bid related.
			and each holder of non-transferable securities issued under an employee incentive scheme referred to in
		paragraph 2.
		Under a takeover bid offers were made by
				Metals X Limited ACN 110 150 055
		in respect of the acquisition of Bid Class Securities in the company.
		The offers
					closed
					are scheduled to close
		on
		Date
				2		9			0		7		1		6
		[D D] [M M] [Y Y]
		You are, as at the date of this notice, the holder of one or more of the following
		securities in respect of which the takeover offer was made, but have not accepted the offer. (If you have accepted the offer but have received this notice you do not need to do anything in response to this notice— the bidder will acquire your securities under the offer.)
					securities to which the bid related issued after the end of the offer period and before the date of this notice
		securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related
		securities issued under an employee incentive scheme to which restrictions on transfer apply under the company’s constitution or the terms of issue, being
					the following securities in the bid class in which the bidder has a relevant interest
		The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 (‘the Act’) that the bidder has become
		entitled pursuant to subsection
					661A(1)
		661A(3)
		of the Act to compulsorily acquire your securities and desires to acquire those securities.

ASIC Form 6021

21 June 2013

Page 1 of 2

Continued… Notice

4. Date of lodgement Insert paragraph 4A only where alternative forms of consideration were offered under the bid. 4A. Details of alternative terms Set out the terms that will apply 5. 6. Tick one box 7. 8.	4. Date of lodgement Insert paragraph 4A only where alternative forms of consideration were offered under the bid. 4A. Details of alternative terms Set out the terms that will apply 5. 6. Tick one box 7. 8.	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this
		notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the
		bidder has given this notice to.
		This notice was lodged with ASIC on
		Date
			2		2		0		7		1		6
		[D D] [M M] [Y Y]
		You are entitled, within one month after being given this notice (see paragraph 8), or within 14 days after being given a
		statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later,
		by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the acquisition of
		your securities:
		If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities,
		the form of consideration that will apply will be:
		Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or
		within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of
		this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.
		The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately
		before
				this notice was given.
		the end of the offer period.
		Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after
		being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as
		referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this notice.
		A notice sent by post to you is taken to be given to you 3 days after it is posted.
Signature		Name of person signing Fiona Van Maanen Capacity CompanySecretary Signature Date signed 2 2 / 0 7 / 1 6 [D D] [M M] [Y Y]

ASIC Form 6021

21 June 2013

Page 2 of 2

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22 July 2016

[ABY shareholder] [ABY shareholder address]

Dear Shareholder

COMPULSORY ACQUISITION OF SHARES IN ADITYA BIRLA MINERALS LIMITED

We refer to Metals X Limited’s ( Metals X ) off-market takeover bid for all of the fully paid ordinary shares in Aditya Birla Minerals Limited ( ABY ) pursuant to a Bidder’s Statement despatched to shareholders on 30 October 2015 which was subsequently varied including by the first supplementary bidder’s statement dated 7 December 2015, the second supplementary bidder’s statement dated 5 May 2016 and Metals X’s most recent variation notice dated 18 July 2016 2016 ( Offer ).

As you may be aware, Metals X has now obtained a relevant interest in more than 90% of the ordinary shares in ABY.

Metals X will now acquire the remaining ABY shares in which it does not have a relevant interest under the compulsory acquisition provisions of the Corporations Act 2001 (Cth) ( Corporations Act ). The compulsory acquisition will be on the same terms as the Offer, which as a result of the formal increase made on 18 July 2016 is now 1 MLX share for every 4.5 ABY shares plus $0.08 cash for every ABY share.

Please find enclosed the Notice of Compulsory Acquisition Following Takeover Bid ( Notice ), which has been lodged with ASIC.

ABY shareholders who have not accepted Metals X’s Offer may still do so by 5.00pm on 29 July 2016 (being the scheduled closing time for the Offer). Shareholders who accept the Offer by this date will receive the consideration for their shares earlier, rather than waiting for their shares to be compulsorily acquired under the compulsory acquisition process.

If you do not accept the Offer before the scheduled closing time for the Offer, on completion of the compulsory acquisition process, Metals X will pay to ABY the consideration for your ABY shares. You will then be entitled to claim the consideration from ABY.

ABY will give notice to its shareholders once it has received the consideration and advise as to how you may claim the consideration. Subject to the Corporations Act , this is expected to take about 6 weeks after the date of this letter.

Under ASX Listing Rule 17.4, ASX will suspend quotation of ABY’s shares 5 business days after the date of the Notice, expected to occur on Friday, 29 July 2016. Once suspended, ASX will remove ABY from the official list on a date to be determined. If you have any queries in relation to the takeover bid or the compulsory acquisition process, please contact 1300 659 000.

Yours faithfully

Peter Cook CEO & Executive Director

Enc.

Level 3, 18-32 Parliament Place, West Perth WA 6005 ● PO Box 1959 West Perth WA 6872 Telephone: +61 8 9220 5700 ● Facsimile: +61 8 9220 5757 ● Email: reception@metalsx.com.au ● Web: www.metalsx.com.au