VYSARN LIMITED — M&A Activity 2017

Jan 16, 2017

ABN 15 121 415 576 Level 11, 139 Macquarie Street Sydney NSW 2000 Tel 02 8014 1188 Fax 02 8084 9918

Mercantile Investment Company Limited

17 January 2017

The Manager Company Announcements ASX Limited

ASX ANNOUNCEMENT

Bidder’s Statement - Off-market bid for MHM by Mercantile OFM Pty Limited

Further to the announcement made on 10 January 2017, I enclose, in accordance with section 647(3)(b) of the Corporations Act 2001 (Cth), a copy of the supplementary bidder’s statement ( Supplementary Bidder’s Statement ) issued by Mercantile OFM Pty Limited (ACN 120 221 623) ( Mercantile OFM ), a wholly owned subsidiary of Mercantile Investment Company Limited, to supplement the original bidder’s statement that was sent to MHM Metals Limited (ACN 124 212 175) ( MHM ) on 10 January 2017, in relation to the off-market takeover offer to the MHM shareholders to acquire all of the ordinary shares in MHM.

The Supplementary Bidder's Statement was lodged with the Australian Securities and Investments Commission and sent to MHM earlier today.

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Mark Licciardo Company Secretary

Supplementary Bidder’s Statement for the Offer by Mercantile OFM Pty Ltd (ACN 120 221 623) (Mercantile OFM) to acquire all the ordinary shares in MHM Metals Limited (ACN 124 212 175) (MHM)

Introduction

This document is a Supplementary Bidder’s Statement given pursuant to Division 4 of Part 6.5 of the Corporations Act 2001 in compliance with the requirements of Section 645 of the Corporations Act ( Supplementary Bidder’s Statement ).

It is the first Supplementary Bidder’s Statement prepared by Mercantile OFM in relation to the Offer from Mercantile OFM to acquire all the issued shares in MHM to be undertaken under Mercantile OFM’s Bidder’s Statement dated 10 January 2017 ( Original Bidder’s Statement ).

This Supplementary Bidder’s Statement supplements, and should be read together with, the Original Bidder’s Statement.

Defined Terms

Defined terms used in this Supplementary Bidder’s Statement are capitalised and have the meaning given to them in Section 10 of the Original Bidder’s Statement.

Incorrect details in relation to MHM Securities and Consideration under the Offer

At paragraphs 5.1, 8.1 and 10 of the Original Bidders Statement, Mercantile OFM inadvertently understated the total amount of MHM Shares on issue and the total amount of consideration that Mercantile OFM would be required to pay under the Offer.

The correct total amount of MHM Shares on issue is 136,228,616.

Accordingly, paragraph 5.1 of the Original Bidder’s Statement is amended to read:

“5.1 Consideration under the Offer

The total amount that Mercantile OFM would be required to pay for MHM Shares if Mercantile OFM acquires all of the MHM Shares on issue on the date of this Bidder's Statement in which it does not have a Relevant Interest is $5,444,345.”

Accordingly, paragraph 8.1 of the Original Bidder’s Statement is amended to read:

“8.1 MHM capital structure

As at the date of this Bidder's Statement, there are 136,228,616 MHM Shares on issue.

As at the date of this Bidder’s Statement, there are 750,000 MHM Options over unissued MHM shares on issue, with exercise prices between $0.45 and $1.35 per share and maturities between 14 February 2017 and 13 November 2017.”

Accordingly, paragraph 10 of the Original Bidder’s Statement is amended to read:

“10 Mercantile OFM’s Relevant Interests

At the date of this Offer, there are 136,228,616 MHM Shares on issue. Immediately before this Offer was sent, Mercantile OFM had a Relevant Interest in 120,000 MHM Shares. This constitutes 0.1% of all of the MHM Shares on issue.”

Omission of a Major MHM Shareholder

At paragraph 3.5 of the Original Bidders Statement, a major MHM shareholder was inadvertently omitted and it is amended to read:

“3.5 Major MHM Shareholders

Supplementary Bidder's Statement (WM01541975)

2

As at the date of this Bidder’s Statement, substantial shareholder notices received by MHM and released to the market through ASX disclose the following substantial shareholders:

		Percentage of issued capital
Name	Number of Shares
Invia Custodian Pty Limited _A/C Share A/C>	14,592,325	10.71%
Brazil Farming Pty Ltd	11,011,717	8.08%
Mr Paul Kopejtka & Mrs Karen Kopejtka	9,651,011	7.08%
Guacamaya Holdings Inc	9,411,688	6.91%

”

Incorrect details of MHM’s historical financial performance

At paragraph 3.5 of the Original Bidders Statement, some details were inadvertently misstated in the overview of MHM’s historical financial performance and it is amended to read:

“3.6 Overview of MHM’s historical financial performance

A summary of the historical consolidated financial performance of MHM and its previously controlled entities since 1 July 2011 is set out below[1] :

A$	30-Jun-16	30-Jun-15	30-Jun-14	30-Jun-13	30-Jun-12
Sales Revenue	365,498	32,834	7,191,006	4,712,795	3,976,648
Net loss before tax2	4,904,898	(1,675,246)	(9,448,487)	(7,017,641)	(7,066,521)
Net loss after tax2	4,904,898	(3,945,600)	(6,892,234)	(7,017,641)	(6,152,728)

”

Authorisation

This Supplementary Bidder’s Statement is dated 12 January 2017, the date it was lodged with ASIC. This Supplementary Bidder’s Statement has been approved by a unanimous resolution of the Directors.

Dated: 17 January 2017

Signed for and on behalf of Mercantile OFM Pty Ltd

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Gabriel Radzyminski Director

Supplementary Bidder's Statement (WM01541975)