UNION STAR METALS LTD — Capital/Financing Update 2017

May 24, 2017

(ASX: THD)

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ASX Announcement

2 5 May 2017

Information ursuant to ASX Listin Rule 3.10.5A p g

Further to its Appendix 3b on 10 May 2017, the Company appends below an amended Appendix 3b which corrects misstatements in Annexure A of the total number of securities issued under Listing Rules 7.1 and 7.1A, and thereby the calculation of remaining placement capacity (now reduced to 15,774,035 under Listing Rule 7.1).

In accordance with the requirements of ASX Listing Rule 3.10.5A, set out below are the following particulars in respect to the 95,591,096 Shares issued pursuant to ASX Listing Rule 7.1A:

(a) Details of dilution:	Percentage of pre-placement issued capital	9.5%
	represented by securities issued
	Percentage of post-placement issued capital (including	82.2%
	Shares issued under rule 7.1) held by pre-placement
	security holders who did not participate in the
	placement
	Percentage of post-placement issued capital (including	9.5%
	Shares issued under rule 7.1) held by pre-placement
	security holders who participated in the placement
	Percentage of post-placement issued capital (including	4.6%
	Shares issued under rule 7.1) held by participants in
	the placement who were not previously security
	holders

(b) Reasons for issue of Shares for cash as a placement under rule 7.1A:

The Company did not offer not a pro rata issue or other type of issue in which existing ordinary security holders would have been eligible to participate, as the Company had in March made an entitlements issue, and the timing of the requirement for capital did not allow for such.

(c) Details of any underwriting arrangements:

Not applicable

(d) Details of other fees:

The placement attracted a capital raising fees at 7% of capital raised, satisfied in shares issued at the placement price. In consideration for the management and promotion of the placements under Listing Rules 7.1 & 7.1A and the follow-on placement made pursuant to shareholder approval given on 10 April 2017, the Company issued 20,000,000 promoter options with an issue price of 5 cents each and an expiry date of 9 May 2020.

For further information please contact the Company Secretary.

a: Level 24 Allendale Square, 77 St Georges Terrace, Perth WA 6000 t: +61 (8) 6141 3394 e: ir@thred.im

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

Thred Limited ABN 36 124 541 466

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 (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)	1. Ordinary Shares 2. Ordinary Shares 3. Ordinary Shares 4. Ordinary Shares 5. Options
	1. 15,000,000 2. 250,000 3. 129,629,630 4. 9,074,074 5. 20,000,000
	1. N/A 2. N/A 3. N/A 4. N/A 5. Exercisable at $0.02, expiring 9 May 2020

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 1

Appendix 3B New issue announcement

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 6d Number of+securities issued with security holder approval under rule 7.1A	1. Yes 2. Yes 3. Yes 4. Yes 5. Upon exercise, yes
	1. $0.020 2. $0.027 3. $0.027 4. $0.027 5. Nil
	1. Placement pursuant to shareholder approval (Res#4 - 10 Apr 2017) 2. Issue pursuant to shareholder approval (Res#5 - 10 Apr 2017) 3. Placement pursuant to Capital Raising Mandate dated 2 May 2017 4. Fee for placement pursuant to Capital Raising Mandate dated 2 May 2017 5. Promoter Options pursuant to Capital Raising Mandate dated 2 May 2017
	Yes
	17 November 2016
	63,112,608
	95,591,096

• See chapter 19 for defined terms. Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

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) 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)	15,250,000 – 10 Apr 2017	15,250,000 – 10 Apr 2017	15,250,000 – 10 Apr 2017
	NIL
	YES 15d VWAP to 2 May 2017 (agreement date) 15d VWAP = $0.03293 (IRESS) Issue price $0.027 (18% discount)
	N/A
	See Annexure 1
	9 May 2017
	Number		+Class
	831,539,387		Ordinary Shares
	Number	+Class
	318,075,272 100,000,000 20,000,000 9,500,000 20,000,000	Ordinary Shares Options ($0.0625 @ 30-May-17) Options ($0.05 @ 28-Feb-20) Options ($0.02 @ 9-May-20) Options ($0.05 @ 9-May-20)
	NONE

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 not applicable

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 3

Appendix 3B New issue announcement

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. Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

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)	N/A	N/A
	N/A
	N/A
	N/A
	Number	+Class

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 5

Appendix 3B New issue announcement

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.

3. The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

4. There is no reason why those[+] securities should not be granted[+] quotation.

5. 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 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 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.

Damon Sweeny Company Secretary 25 May 2017

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• See chapter 19 for defined terms. Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

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 312,733,663 12 months before the[[+]] issue date or date of agreement to issue

• Insert number of fully paid[[+]] ordinary securities on issue 312,733,663 12 months before the[[+]] issue date or date of agreement to issue Add the following: 643,177,293 • 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

• 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

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
Subtractthe number of fully paid+ordinary securities	0
cancelled during that 12 month period
“A”	955,910,956

• See chapter 19 for defined terms.

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Appendix 3B Page 7

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	143,386,643

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 127,612,608 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
“C”		127,612,608
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A”	x 0.15	143,386,643
Subtract“C”		127,612,608
Total[“A” x 0.15] – “C”		15,774,035

• See chapter 19 for defined terms. Appendix 3B Page 8

01/08/2012

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

Rule 7.1A – Additional placement capacity for eligible entities	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	955,910,956
Step 2: Calculate 10% of “A”
“D”	0.10
Multiply“A” by 0.10	95,591,096
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
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	95,591,096
“E”	NIL
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	95,591,096
Subtract“E” Note: number must be same as shown in Step 3	95,591,096
Total[“A” x 0.10] – “E”	NIL

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 9