Metals X Limited — Major Shareholding Notification 2016

Jul 19, 2016

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme ADITYA BIRLA MINERALS LIMITED (“ABY”) ACN/ARSN 103 515 037 1. Details of substantial holder (1) Name METALS X LIMITED (“METALS X”) and its related bodies corporate listed in “Annexure A” to this notice (“Metals X Group Entities”) ACN (if applicable) 110 150 055 There was a change in the interests of the substantial 19/07/2016 holder on The previous notice was given to the company on 30/06/2016 The previous notice was dated 30/06/2016

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interest in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Fully Paid Ordinary shares(“ORD”)	102,146,825	32.60%	266,944,666	85.18%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant	Nature of change (6)	Consideration given in relation	Class and number	Person’s votes
	interest changed		to change(7)	of securities affected	affected
30/06/2016 –19/07/2016	Metals X Limited andeach Metals X GroupEntity	Change in relevant interest as aresult of acceptances of offersmade under Metals X’s off-markettakeover bid for all the ordinary	Pursuant to the terms andconditions of the Offer	164,797,841 ORD	52.58%
		shares in ABY on the terms and
		conditions set out in Metals X’s
		BidderStatementdated15
		October2015(andany
		supplementsorvariations)
		(“Offer”).

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Nature of relevant interest (6)	Class and	Person’s votes
interest	securities	registered asholder(8)		numberofsecurities
Metals X Limited and	Metals X Limited	Metals X Limited	Relevant interest under ss 608(1)(a),	102,146,825 ORD	32.60%
each Metals X Group			608(1)(b) and 608(c) of the
Entity			Corporations Act being a relevant
			interest arising from holding the
			shares, having the power to control
			the exercise of the right to vote
			attached to the shares and having
			the power to control the disposal of
			**the shares. **
Metals X Limited and	ABY Shareholders to	Metals X Limited	Relevant interest under ss 608(1)	164,797,841 ORD	52.58%
each Metals X Group	whom the Offer was		and/or 608(8) of the Corporations Act
Entity	made and who have		pursuant to acceptances of the Offer.
	accepted the Offer		The shares which are the subject of
			the acceptances of the Offer is
			qualified since Metals X is not yet
			registered as the holder of the
			shares despite the Offer being
			declared unconditional.

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN (if applicable)	Nature of association
N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Metals X Limited	Level 3, 18 – 32 Parliament Place, WEST PERTH WA 6005

Signature print name Fiona Van Maanen capacity Company Secretary sign here date 20/07/2016 DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

	DIRECTIONS
(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of
	an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be
	referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in
	paragraph 6 of the form.
(2)	See the definition of “associate” in section 9 of the Corporations Act 2001.
(3)	See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
(4)	The voting shares of a company constitute one class unless divided into separate classes.
(5)	The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)	Include details of:
	(a)any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any
	document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or
	arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
	(b)any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities
	to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
	See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
(7)	Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become
	entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must
	be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person
	from whom the relevant interest was acquired.
(8)	If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown”.
(9)	Give details,if appropriate,of thepresent association and anychange in that association since the last substantial holdingnotice.

Annexure “A”

This Annexure “A” of 1 page referred to in the Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 20 July 2016.

Signed: Fiona Van Maanen

The following bodies corporate are related bodies corporate of Metals X Limited:

1. Metals Exploration Pty Ltd (ACN 005 483 009); 2. Bluestone Australia Pty Ltd (ACN 108 490 820); 3. Bluestone Mines Tasmania Pty Ltd (ACN 108 492 628); 4. Metex Nickel Pty Ltd (ACN 108 243 358); 5. Hinckley Range Pty Ltd (ACN 052 098 496);

2. Austral Nickel Pty Ltd (ACN 092 816 558);

3. Westgold Resources Pty Ltd (ACN 009 260 306);

4. Aragon Resources Pty Ltd (ACN 114 74 662); 9. Castile Resources Pty Ltd (ACN 124 314 085); 10. Big Bell Gold Operations Pty Ltd (ACN 090 642 809); 11. Hill 51 Pty Ltd (ACN 147 473 970); 12. Avoca Resources Pty Ltd (ACN 097 083 282); 13. Avoca Mining Pty Ltd (ACN 108 547 217); 14. HBJ Minerals Pty Ltd (ACN 127 026 519); 15. Dioro Exploration Pty Ltd (ACN 009 271 532); 16. Hampton Gold Mining Areas Limited (ARBN 009 473 054)