METALSTECH LIMITED — Capital/Financing Update 2018

Apr 3, 2018

ASX Release 4 April 2018

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Wuxi Baichuan Chemical Industrial Co Ltd Strategic Investment Appendix 3B

MetalsTech Limited ( MTC or the Company ) is pleased to provide the following update in respect of the $1.8 million funding deal with leading chemicals producer Wuxi Baichuan Chemical Industry Co Ltd ( BCC ).

8,250,000 shares have been allotted to BCC as at 4 April 2018, pursuant to ASX Listing Rule 7.1A.

750,000 shares are expected to be allotted to BCC on or around 6 April 2018 pursuant to ASX Listing Rule 7.1 and 1,000,000 shares to be allotted on 6 April 2018 pursuant to ASX Listing Rule 7.1A.

A further Appendix 3B and an Initial Substantial Shareholder Notice will be lodged once all issues have been completed.

ENDS

For further information, contact:

Russell Moran	Gino D’Anna	Nathan Ryan
Executive Chairman	Executive Director	Investor Relations
M +61 415 493 993	M +61 400 408 878	M +61 420 582 887
russell@metalstech.net	gino@metalstech.net	nathan.ryan@nwrcommunications.com.au

Caution Regarding Forward-Looking Information

This document contains forward-looking statements concerning MetalsTech. Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those described in the forward looking statements as a result of a variety of risks, uncertainties and other factors. Forward-looking statements are inherently subject to business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forwardlooking information provided by the Company, or on behalf of, the Company. Such factors include, among other things, risks relating to additional funding requirements, metal prices, exploration, development and operating risks, competition, production risks, regulatory restrictions, including environmental regulation and liability and potential title disputes.

Forward looking statements in this document are based on the company’s beliefs, opinions and estimates of MetalsTech as of the dates the forward looking statements are made, and no obligation is assumed to update forward looking statements if these beliefs, opinions and estimates should change or to reflect other future developments.

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Registered Office Unit 1, 44 Denis Street Subiaco WA 6008 T +61 408 408 878 T +61 415 493 993 E info@metalstech.net

Board of Directors Executive Chairman - Russell Moran Executive Director - Gino D’Anna Non-Executive Director - Shane Uren Non-Executive Director - Michael Velletta

Projects Cancet 100% owned Adina 100% owned Terre Des Montagnes 100% owned Wells-Lacourciere 100% owned Kapiwak 100% owned Sirmac-Clapier 100% owned Bay Lake 100% owned

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 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)	Fully Paid Ordinary Shares
	a) 725,000 fully paid ordinary shares released from escrow b) 8,250,000 fully paid shares issued to BCC (HK) INTERNATIONAL TRADE CO., LIMITED
	Ordinary fully paid shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

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4 Do the[+] securities rank equally in Ordinary Shares will rank pari passu with all respects from the[+] issue date existing quoted class 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 a) n/a – release from escrow b) 18 cents per share 6 Purpose of the issue a) Release of securities from escrowed (If issued as consideration for the holdings. acquisition of assets, clearly b) Part of a placement of 10 million shares identify those assets) to BCC (HK) INTERNATIONAL TRADE CO., LIMITED (balance to be issued followed refresh of issue capacity)

6a Is the entity an[+] eligible entity Yes – approval under Listing Rule 7.1A was that has obtained security holder granted at the Company’s AGM on 24 approval under rule 7.1A? November 2017 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 24 November 2017 resolution under rule 7.1A was passed 6c Number of[+] securities issued Nil without security holder approval under rule 7.1

• See chapter 19 for defined terms.

Appendix 3B Page 2

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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 +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.	8,250,000
	Nil
	Nil
	The issue date was today 4/4/2018 The 15 day VWAP is 19.29 cents per share 75% thereon is 14.47 cents per share The source that has been used in the calculation is Bloomberg with cross references to trade and sales data from Commsec.
	Not applicable
	7.1 – (372,328) 7.1A – 26,084
	4 April 2018

• See chapter 19 for defined terms.

Appendix 3B Page 3

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8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)	Number	+Class
	51,865,404 800,000 125,000 165,000 50,000 1,055,000 1,175,000 250,000	Fully paid ordinary shares. Fully paid ordinary shares escrowed until 27 July 2018. Fully paid ordinary shares escrowed until 19 April 2018. Fully paid ordinary shares escrowed until 20 April 2018. Fully paid ordinary shares escrowed until 29 May 2018 Fully paid ordinary shares escrowed until 5 November 2018. Fully paid ordinary shares escrowed until 5 November 2019. Fully paid ordinary shares escrowed until 5 May2018.

• 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 8,250,000	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 Ordinary fully paid shares escrowed until 7/4/2019
	The Directors do not anticipate declaring a dividend in the foreseeable future.

Part 2 - Pro rata issue

art 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	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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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 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	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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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.

• See chapter 19 for defined terms.

Appendix 3B Page 7

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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.

Appendix 3B Page 9

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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

Executive Director and Company Secretary 4 April 2018

• See chapter 19 for defined terms.

Appendix 3B Page 10

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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 6,687,840
• Number of fully paid [+] ordinary
securities issued in that 12 month
period with shareholder approval
• 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” 82,760,840
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• See chapter 19 for defined terms.

Appendix 3B Page 11

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	12,414,126
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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 • Under rule 7.1A • With security holder approval under 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	12,786,454 Note - This figure includes an amount of 2,326,890 agreed with the ASX for the company previously exceeding its capacity to issue shares.
“C”	12,786,454
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	12,414,126
Subtract“C” Note: number must be same as shown in Step 3	12,786,454
Total[“A” x 0.15] – “C”	-372,328

placement capacity under rule 7.1
“A” x 0.15	12,414,126
Note: number must be same as shown in
Step 2
Subtract“C”	12,786,454
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	-372,328

• See chapter 19 for defined terms.

Appendix 3B Page 12

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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	82,760,840
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	8,276,084
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	8,250,000
“E”	8,250,000

• See chapter 19 for defined terms.

Appendix 3B Page 13

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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	8,276,084
Subtract“E” Note: number must be same as shown in Step 3	8,250,000
Total[“A” x 0.10] – “E”	26,084

• See chapter 19 for defined terms.

Appendix 3B Page 14

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