Metals X Limited — Share Issue/Capital Change 2012

Oct 16, 2012

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

Name of entity

METALS X LIMITED

ABN

25 110 150 055

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares Options exercisable at $0.41 expiring 8/11/2012 Options exercisable at $0.44 expiring 25/3/2015 Options exercisable at $0.19 expiring 30/11/2012 Options exercisable at $0.18 expiring 7/1/2013 Options exercisable at $0.19 expiring 30/11/2013 Options exercisable at $0.18 expiring 31/12/2013 Options exercisable at $0.29 expiring 11/1/2014 Options exercisable at $0.20 expiring 24/8/2014 Options exercisable at $0.26 expiring 3/7/2014 Options exercisable at $0.26 expiring 15/8/2014 Options exercisable at$0.21 expiring1/11/2014
	335,102,853 - Fully paid ordinary shares 275,000 - options at $0.41 expiring 8/11/2012 715,000 - options at $0.44 expiring 25/3/2015 2,750,000 - options at $0.19 expiring 30/11/2012 1,100,000 - options at $0.18 expiring 7/1/2013 550,000 - options at $0.19 expiring 30/11/2013 19,250,000 - options at $0.18 expiring 31/12/2013 1,127,500 - options at $0.29 expiring 11/1/2014 440,000 - options at $0.20 expiring 24/8/2014 2,007,500 - options at $0.26 expiring 3/7/2014 3,300,000 - options at $0.26 expiring 15/8/2014 1,100,000- options at$0.21 expiring1/11/2014

• See chapter 19 for defined terms.

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3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the date of allotment 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	Fully paid ordinary shares Options exercisable at $0.41 expiring 8/11/2012 Options exercisable at $0.44 expiring 25/3/2015 Options exercisable at $0.19 expiring 30/11/2012 Options exercisable at $0.18 expiring 7/1/2013 Options exercisable at $0.19 expiring 30/11/2013 Options exercisable at $0.18 expiring 31/12/2013 Options exercisable at $0.29 expiring 11/1/2014 Options exercisable at $0.20 expiring 24/8/2014 Options exercisable at $0.26 expiring 3/7/2014 Options exercisable at $0.26 expiring 15/8/2014 Options exercisable at$0.21 expiring1/11/2014
	Yes
	As per the Scheme Booklet dated 23 August 2012 issued byWestgold Resources Limited.
	Merger between Westgold Resources Limited and Metals X Limited.
	No
	N/a
	N/a

• 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 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable)	N/a
	N/a
	N/a
	N/a
	N/a
	N/a
	17 October 2012
	Number	+Class
	1,651,766,110	Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and+class of all+securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	2,800,000 2,500,000 1,000,000 4,800,000 275,000 715,000 2,750,000 1,100,000 550,000 19,250,000 1,127,500 440,000 2,007,500 3,300,000 1,100,000	Options exercisable at $0.13 expiring 30/11/13 Options exercisable at $0.14 expiring 30/11/12 Options exercisable at $0.32 expiring 30/11/13 Options exercisable at $0.30 expiring 30/11/2014 Options exercisable at $0.41 expiring 08/11/2012 Options exercisable at $0.44 expiring 25/3/2015 Options exercisable at $0.19 expiring 30/11/2012 Options exercisable at $0.18 expiring 07/01/2013 Options exercisable at $0.19 expiring 30/11/2013 Options exercisable at $0.18 expiring 31/12/2013 Options exercisable at $0.29 expiring 11/01/2014 Options exercisable at $0.20 expiring 24/08/2014 Options exercisable at $0.26 expiring 03/07/2014 Options exercisable at $0.26 expiring 15/08/2014 Options exercisable at $0.21 expiring01/11/2014

• 10 Dividend policy (in the case of a trust, The company has not formulated a dividend policy distribution policy) on the increased at this time capital (interests)

Part 2 - Bonus issue or 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

• See chapter 19 for defined terms.

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16	Will holdings on different registers
	(or subregisters) be aggregated for
	calculating entitlements?
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 issue
	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 prospectus or Product
	Disclosure Statement 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)

• See chapter 19 for defined terms.

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29	Date rights trading will end (if
	applicable)
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	+Despatch date

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)[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

35 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 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

• See chapter 19 for defined terms.

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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 40 Do the[+] securities rank equally in all respects from the date of allotment 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)

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

Number +Class

• See chapter 19 for defined terms.

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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 not available now, 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: Fiona Van Maanen ( ~~Director~~ /Company secretary)

Date: 17 October 2012

Print name: FIONA VAN MAANEN

== == == == ==

• See chapter 19 for defined terms.

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