METALSTECH LIMITED — Capital/Financing Update 2018

Jul 4, 2018

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, 04/03/13

Name of entity

MetalsTech Limited

ABN

82 612 100 464

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	a) 6oo,000 unlisted performance options exercisable at $0.25 expiring 1 November 2020 b) 1,000,000 unlisted options exercisable at $0.25 expiring 1 November 2020 c) 1,100,000 unlisted options exercisable at $0.25 expiring 1 November 2021 d) 11,000,000 Performance Rights with five classes of performance hurdles as per Notice of Meeting dated 11 May 2018 and approved by shareholders on 22 June 2018

• See chapter 19 for defined terms.

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2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. 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+issue date 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	a) 6oo,000 unlisted performance options exercisable at $0.25 expiring 1 November 2020 b) 1,000,000 unlisted options exercisable at $0.25 expiring 1 November 2020 c) 1,100,000 unlisted options exercisable at $0.25 expiring 1 November 2021 d) 11,000,000 Performance Rights with five classes of performance hurdles as per Notice of Meeting dated 11 May 2018 and approved by shareholders on 22 June 2018
	a) 6oo,000 unlisted performance options exercisable at $0.25 expiring 1 November 2020 b) 1,000,000 unlisted options exercisable at $0.25 expiring 1 November 2020 c) 1,100,000 unlisted options exercisable at $0.25 expiring 1 November 2021 d) 11,000,000 Performance Rights with five classes of performance hurdles as per Notice of Meeting dated 11 May 2018 and approved by shareholders on 22 June 2018
	a) b) and c) - The unlisted options are a new class of securities. d) The performance rights are a new class of securities.

• See chapter 19 for defined terms.

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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 6d Number of+securities issued with security holder approval under rule 7.1A	a) 600,000 unlisted performance options issued to broker as part of consideration for placement services. b) 1,000,000 unlisted options issued to a consultant for services c) 1,100,000 unlisted options issued to executives and consultants of the company as incentives at no cost. d) Performance rights issued to executives of the company as incentives at no cost.
	a) 600,000 unlisted performance options issued to broker as part of consideration for placement services. b) 1,000,000 unlisted options issued to a consultant for services c) 1,100,000 unlisted options issued to executives and consultants of the company as incentives. d) Performance rights issued to executives of the company as incentives.
	Yes – approval under Listing Rule 7.1A was granted at the Company’s AGM on 24 November 2017
	24 November 2017
	Nil
	N/A

• See chapter 19 for defined terms.

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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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	N/A
	Nil
	N/A
	Not applicable
	7.1 – 14,646,193 7.1A – 11,315,389
	29 June 2018

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)	Number	+Class
	59,288,887 800,000 1,055,000 1,175,000 10,000,000 100,000 3,000,000	Fully paid ordinary shares. Fully paid ordinary shares escrowed until 27 July 2018. Fully paid ordinary shares escrowed until 5 November 2018. Fully paid ordinary shares escrowed until 5 November 2019. Ordinary fully paid shares escrowed until 7 April 2019 Ordinary fully paid shares escrowed until 18 October 2018 Ordinary fully paid shares escrowed until 11 April 2019

• 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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	39,335,000 750,000 9,600,000 5,800,000 500,000 500,000 100,000 600,000 1,000,000 1,100,000 11,000,000	Fully paid ordinary shares escrowed until 24 February 2019. Fully paid ordinary shares escrowed until 10 July 2018. Unlisted options, exercise price of $0.25 with a 5 year term. Escrowed until 24 February 2019. Unlisted options, exercise price of $0.25 with a 3 year term. Escrowed until 24 February 2019. Unlisted options, exercise price of $0.25 with an expiry date of 1 August 2020 Unlisted options, exercise price of $0.25 with an expiry date of 10 August 2020 Unlisted options, exercise price of $0.25 with an expiry date of 1 November 2020 unlisted performance options exercisable at $0.25 expiring 1 November 2020 unlisted options exercisable at $0.25 expiring 1 November 2020 unlisted options exercisable at $0.25 expiring 1 November 2021 Performance Rights with five classes of performance hurdles as per Notice of Meeting dated 11 May 2018 and approved by shareholders on 22 June 2018
	The Directors do not anticipate declaring a dividend in the foreseeable future.

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 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 offer 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	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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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 offer documents 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) 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 +Issue date	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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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

Entities that have ticked box 34(b)

38 Number of[+] securities for which Not applicable. +quotation is sought

39 +Class of +securities for which Not applicable. quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in Not applicable. all respects from the[+] issue date 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

Not applicable.

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
Not applicable.	Not applicable.

• 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 is not available now, we 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.

Gino D’Anna

Director and Company Secretary 5 July 2018

• See chapter 19 for defined terms.

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== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 76,073,000
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid [+] ordinary
securities issued in that 12 month
period with shareholder approval 37,080,887
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
“A” 113,153,887
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 16,973,083
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2 2,326,890
Note - This amount of 2,326,890 was
• Under rule 7.1A
agreed with the ASX for the company
previously exceeding its capacity to issue
• With security holder approval under shares.
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
“C” 2,326,890
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 16,973,083
Note: number must be same as shown in
Step 2
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“A” x 0.15 16,973,083
Note: number must be same as shown in
Step 2
Subtract “C” 2,326,890
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 14,646,193
----- End of picture text -----

• See chapter 19 for defined terms.

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Part 2

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	113,153,887
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	11,315,389
Step 3: Calculate “E”, the amount 7.1A that has already been used	of placement capacity under rule
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
“E”	11,315,389

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	11,315,389
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	11,315,389

• See chapter 19 for defined terms.

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