METRO MINING LIMITED — Capital/Financing Update 2014

Aug 25, 2014

26/08/2014 16:57 $643 \rightarrow$ Fax Server Page 1 of 12

HopgoodGanim

26 August 2014

Australian Securities Exchange Company Announcement Platform

By facsimile: 1300 135 638

Our Ref: 1486646 - Katherine Hammond

This electronic transmission is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient, any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone, return the original electronic transmission to us at the address below by post and delete or destroy any electronic or other copies. Thank you.

Dear Sir/Madam

MetroCoal Limited - Off-market takeover bid for Cape Alumina Limited (Cape) - Appendix 3B Application for quotation of shares

We are the solicitors for MetroCoal Limited (Company) in relation to its off-market takeover bid for all of the fully paid ordinary shares in Cape Alumina Limited ACN 107 817 694 (Cape or Target) which are not already held by the Company, under Part 6.5 of the Corporations Act 2001 (Cth) (Corporations Act) (Takeover Bid).

For the purposes of the ASX Listing Rules, Corporations Act 2001 (Cth) and for all other purposes in relation to the Takeover Bid, please find attached an Appendix 3B to apply for the quotation of the maximum number of Company shares that may be issued as consideration under the Takeover Bid.

A further Appendix 3B will be lodged at the appropriate time after the Takeover Bid has closed to update ASX as to the exact number of MetroCoal shares that are issued and that the Company seeks to be quoted.

Yours faithfully

HopgoodGanim

Contact Katherine Hammond Associate T 07 3024 0343 F 07 3024 0343 E k.hammond@hopgoodganim.com.au

Partner responsible: Michael Hansel

BRISBANE

Level 8, Waterfront Place 1 Eagle Street Brisbane Old 4000 Australia

P0 Box 7822, Waterfront Place Brisbane Qld 4001 Australia

ABN: 54 105 489 661

BRISBANE

T +61 7 3024 0000 F +61 7 3024 0300

PERTH

T +61 8 9211 8111 F +61892261696

www.hopgoodganim.com.au

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

MetroCoal Limited

ABN

117 763 443

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).

⁺Class of ⁺securities issued or to Fully Paid Ordinary Shares $\mathbf{1}$ be issued Number of ⁺securities issued or Up to approximately 91,147,606. $\overline{a}$ to be issued (if known) or maximum number which may The precise numbers are subject to be issued shareholders of Cape Alumina Limited (CBX) accepting the off-market takeover offers by MetroCoal Limited (MTE) for all of the shares in CBX (the terms of which are set out in MTE's Bidder's Statement (Bidder's Statement) dated 19 August 2014 (Offer). Principal terms of the *securities $\overline{\mathbf{3}}$ (e.g. if options, exercise price Fully paid ordinary shares, ranking equally and expiry date; if partly paid in all respects with existing ordinary fully +securities, the amount paid ordinary shares. outstanding and due dates for if *convertible payment; securities, the conversion price and dates for conversion)

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted *securities?	Yes
	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 distribution) trust, OГ interest payment the extent to which they do
	not rank equally, other than relation to the next in dividend, distribution OF. interest payment
5	Issue price or consideration	The consideration offered under the Share Offers is 1 MTE shares for every 1.3 CBX share.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	In consideration of the acquisition of all of the issued share capital of CBX.
6a	Is the entity an + eligible entity obtained that has security holder approval under rule 7.1A?	Yes
	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	29/11/2013
6c	Number of + securities issued without security holder approval under rule 7.1	Nil
6d	Number of + securities issued with security holder approval under rule 7.1A	Nil

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
• If ⁺securities issued under rule $N/A$ 6g 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.
• If +securities were issued under 6h for rule $7.1A$ non-cash consideration, state date on valuation of which consideration was released to ASX Market Announcements
• Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• ⁺Issue dates $\overline{7}$

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 Number and ⁺class of all *securities quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
	Ordinary fully paid
300,031,269	shares
(if 100% acceptance
of the Offer)

Nil

Nil

$N/A$

Listing Rule 7.1 - 31,332,549 Listing Rule 7.1A - 20,888,366

In respect of each CBX shareholder who accepts the Offers and assuming the Offers become unconditional in accordance with the Bidder's Statement.

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	$^+$ class Number and of aЩ *securities not quoted on ASX (including the + securities in section 2 if applicable)	2,000,000	Unlisted options
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Unchanged
	Part 2 - Pro rata issue
$\mathbf u$	security holder approval Is. 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 determine to entitlements
16	holdings different Will on registers (or subregisters) be $\operatorname{calculating}$ aggregated $f_{\rm O}$ 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	of Closing date for receipt acceptances or renunciations

How do security holders dispose $3²$ of their entitlements (except by sale through a broker)?

⁺Issue date 33

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of ⁺securities 34 (tick one)
• *Securities described in Part 1
• $(b)$

$(a)$

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
• If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders
• If the 'securities are 'equity securities, a distribution schedule of the additional 36 *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.

Entities that have ticked box 34(b)

• Number of ⁺securities for which 38 ⁺quotation is sought
• ⁺Class of ⁺securities for which 39 quotation is sought
• Do the ⁺securities rank equally in $40^{\circ}$ all respects from the *issue date with an existing ⁺class of quoted ⁺securities?

If the additional *securities do not rank equally, please state:

• $\bullet$ the date from which they do
• the extent to which they $\bullet$ 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 $\overline{or}$ interest payment
• Reason for request for quotation 41 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another ⁺security, clearly identify that other 'security)

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

_________ Number	+ Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\overline{\mathbf{z}}$
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

Diréctor/Company secretary)

Date: 26/08/2014

Sign here:

Print name:

$== == == == ==$

John Haley

⁺ See chapter 19 for defined terms.

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
Insert number of fully paid +ordinary securities on issue 12 months before the *issue date or date of agreement to issue	208,883,663
Add the following:
Number of fully paid +ordinary securities ۰ issued in that 12 month period under an exception in rule 7.2	Nil
Number of fully paid + ordinary securities $\bullet$ issued in that 12 month period with shareholder approval
Number of partly paid +ordinary ۰ securities that became fully paid in that 12 month period
Note: Include only ordinary securities here - ۰ other classes of equity securities cannot be added Include here (if applicable) the securities $\bullet$ the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of $\bullet$ securities on different dates as separate line items
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
"А"	208,883,663

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	31,332,549
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:	Nil
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 e 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"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15	31,332,549
Note: number must be same as shown in Step 2
Subtract"C"	Nil
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] – "C"	31,332,549
	[Note: this is the remaining placement capacity under rule 7.1]

⁺ See chapter 19 for defined terms.

Part₂

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
$A$ 33	208,883,663
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	20,888,366
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	Nil
Notes: This applies to equity securities - not just ordinary securities Include here $-$ if applicable $-$ the $\bullet$ securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued $\bullet$ 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
« ت	Nil

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A "A" x 0.10 20,888,366 Note: number must be same as shown in Step 2 Nil Subtract "E" Note: number must be same as shown in Step 3 20,888,366 Total ["A" $\times$ 0.10] - "E" Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.