Metals X Limited — Major Shareholding Notification 2016

May 3, 2016

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme	ADITYA BIRLA MINERALS LIMITED (“ABY”)	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	04/05/2016
holder on
The previous notice was given to the company on		08/04/2016
The previous notice was dated		08/04/2016

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	Previous notice	Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Fully Paid Ordinary shares (“ORD”)	93,290,680	29.77%	94,080,319	30.02%

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 interest changed	Nature of change (6)	Consideration given in relationto change (7)	Class and number of securities affected	Person’s votes affected
08/04/2016 – 04/05/2016	Metals X Limited and each Metals X Group Entity	Change in relevant interest as a result of acceptances of offers made under Metals X’s off-market takeover bid for all the ordinary shares in ABY on the terms and conditions set out in Metals X’s Bidder Statement dated 15 October 2015 (and any supplements or variations) (“Offer”).	One fully paid Metals X share for every 4.75 fully paid ABY shares, subject to the terms and conditions of the Offer	789,639 ORD	0.25%

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 interest	Registered holder of securities	Person entitled to be registered asholder(8)	Nature of relevant interest (6)	Class and numberofsecurities	Person’s votes
Metals X Limited and each Metals X Group Entity	Metals X Limited	Metals X Limited	Relevant interest under ss 608(1)(a), 608(1)(b) and 608(c) of the 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.	94,080,319 ORD	30.02%

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 capacityCompany Secretary
		sign here date04/05/2016
		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.
(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 4 May 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);

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

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

8. 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)