Metals X Limited — Major Shareholding Notification 2016

Jan 12, 2016

PRESS RELEASE

==> picture [180 x 56] intentionally omitted <==

13 JANUARY 2016

NOTICE OF CHANGE OF INTEREST OF SUBSTANTIAL HOLDER FOR ABY

Please find attached a Form 604 – Notice of change of interests of substantial holder from Metals X Limited ( Metals X ) in Aditya Birla Minerals Limited ( ABY ) as of 13 January 2016.

Metals X has been advised by its share registry that there was a computational error in the acceptance information provided to Metals X on 12 January 2016. Accordingly, and for completeness, find attached the corrected Form 604 – Notice of change of interests of substantial holder from Metals X in ABY as of 12 January 2016.

ENQUIRIES

Peter Cook Executive Director & CEO e: peter.cook@metalsx.com.au

Warren Hallam Executive Director e: warren.hallam@metalsx.com.au

Rod Corps Manager – Investor Relations e: rod.corps@metalsx.com.au

reception@metalsx.com.au www.metalsx.com.au

ASX Code: MLX OTCQX Code: MLXEF

Level 3, 18–32 Parliament Place West Perth WA 6005 Australia

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 (“Meta Group Entities”) ACN (if applicable) 110 150 055 There was a change in the interests of the 13/01/2016 substantial holder on The previous notice was given to the company on 12/01/2016 The previous notice was dated 12/01/2016

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) h 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”)	56,878,031	18.15%	57,145,031	18.24%

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 relation to change (7)	Class and number of securities affected	Person’s votes affected
13/01/2016	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 (“Offer”)	One fully paid Metals X share for every 4.75 fully paid ABY shares, subject to the terms and conditions of the Offer	267,000 ORD	0.09%

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 as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Metals X Limited and each Metals X Group Entity	ABY shareholders to whom the offer was made and who have accepted the Offer	Metals X Limited and each Metals X Group Entity	Relevant interest under ss 608(1) and/or 608(8) of the Corporations Act pursuant to the acceptances of the Offer. The shares which are the subject of the acceptances have not yet been transferred into the name of Metals X. The power of Metals X to vote or dispose of the shares that are subject of the acceptances of the Offer is qualified since Metals X is notyet	57,145,031 ORD	18.24%

registered as the holder of the shares.

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
Addresses he 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

6. Addresses

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

Signature print name Fiona Van Maanen capacity Company Secretary sign here date 13/01/2016

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 13 January 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);

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

3. 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)

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 (“Meta Group Entities”) ACN (if applicable) 110 150 055 There was a change in the interests of the 12/01/2016 substantial holder on The previous notice was given to the company on 30/12/2015 The previous notice was dated 30/12/2015

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) h 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”)	11,005,681	3.51%	56,878,031	18.15%

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 relation to change (7)	Class and number of securities affected	Person’s votes affected
31/12/2015 – 12/01/2016	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 (“Offer”)	One fully paid Metals X share for every 4.75 fully paid ABY shares, subject to the terms and conditions of the Offer	45,872,350 ORD	14.64%

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 as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Metals X Limited and each Metals X Group Entity	ABY shareholders to whom the offer was made and who have accepted the Offer	Metals X Limited and each Metals X Group Entity	Relevant interest under ss 608(1) and/or 608(8) of the Corporations Act pursuant to the acceptances of the Offer. The shares which are the subject of the acceptances have not yet been transferred into the name of Metals X. The power of Metals X to vote or dispose of the shares that are subject of the acceptances of the Offer is qualified since Metals X is notyet	56,878,031 ORD	18.51%

registered as the holder of the shares.

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
Addresses he 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

6. Addresses

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

Signature print name Fiona Van Maanen capacity Company Secretary sign here date 13/01/2016

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 13 January 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);

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

3. 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)