ZEOTECH LIMITED — Capital/Financing Update 2018

May 29, 2018

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30 May 2018

ASX Market Announcements ASX Limited 20 Bridge Street Sydney NSW 2000

PROPOSED CAPITAL RAISING TO FUND CORPORATE AND PROJECT DEVELOPMENT

Metalsearch Limited ( Metalsearch or the Company ) is pleased to announce that it has entered into a mandate with Westar Capital Limited ( Westar ) to raise approximately $1.9 million at an issue price of $0.01 per ordinary fully paid share ( Share ). The capital raising will be completed by way of:

• (i) a placement to sophisticated and professional investors of 39,905,000 Shares at an issue price of $0.01 each, to raise $399,050. The placement will be made under the Company’s available placemet capacity under ASX Listing Rule 7.1; and

• (ii) a fully underwritten pro rata non-renounceable entitlement issue, subject to standard preconditions and termination events, on the basis of one (1) New Share for every two (2) Shares held by Eligible Shareholders on the Record Date to raise approximately $1,529,700 ( Rights Issue or Offer ).

New Shares issued will rank equally with existing Shares on issue and the Company will apply for official quotation of the new Shares.

Shareholders with registered addresses outside Australia and New Zealand are considered ineligible shareholders and cannot participate in the Offer.

The Company is of the view that it is unreasonable to make the Offer to Shareholders outside of Australia and New Zealand having regard to:

• the number of Shareholders registered outside of Australia and New Zealand;

• the number and value of the New Shares that would be offered to Shareholders registered outside of Australia and New Zealand; and

• the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions.

Optionholders are not entitled to participate in the Rights Issue without first exercising their options to be registered as a shareholder (in Australia or New Zealand) on the Record Date, in accordance with the terms and conditions of the options.

The proposed terms of the offer will be as follows:

Type of Offer:	Pro-rata non-renounceable
Eligible participants:	Shareholders on the Record Date and whose registered addresses are in Australia or New Zealand

Metalsearch Limited | ASX: MSE

Level 4, 216 St Georges Tce, Perth WA 6000 Australia | PO Box 7315, Cloisters Square WA 6850 Australia P: +61 8 6268 2622 | F: +61 8 6268 2699 | W: metalsearch.com.au

	Basis of entitlement:	One (1) New Share for every two (2) existing Shares
	Number of existing Shares:	305,940,106 (post placement – (i) above)
	Number of New Shares (full subscription):	152,970,053
	Record Date to determine entitlements:	12 June 2018
	Issue price:	$0.01 per new share
	Underwritten Offer:	Westar Capital Limited has been appointed as Lead Manager and Underwriter to the Rights Issue.

Proceeds of the capital raisings will contribute towards the continued evaluation of the Company’s Kraaipan Project in Botswana and further identifying and acquiring new projects, specifically targeting project opportunities in African countries. Specifically, proceeds of the capital raising will be used to:

• Maintain its evaluation and exploration work on its Kraaipan Project in Botswana;

• Further project exploration and accelerate project generation activities; and

• General working capital purposes.

Indicative Timetable

Event	Date
Announcement of Rights Issue and Appendix 3B	30 May 2018
Release of Offer Document and section 708AA notice to ASX	6 June 2018
Notice sent to Shareholders	7 June 2018
“Ex” Date (date from which Shares commence trading without the entitlement to participate in the Offer)	8 June 2018
Record Date 5.00pm (WST) (date for determining Entitlements of Eligible Shareholders to participate in the Offer)	12 June 2018
Offer Document and Entitlement and Acceptance From sent to Eligible Shareholders	15 June 2018
Offer Opening Date	15 June 2018
Last date to extend the Offer Closing Date	21 June 2018
Offer Closing Date 5.00pm (WST)	26 June 2018
Shares quoted on a deferred settlement basis	27 June 2018
ASX notified of under subscriptions	29 June 2018
Anticipated date for the issue of the New Shares	3 July 2018
Deferred settlement trading ends	3 July 2018
Normal trading (on a T+2 basis) commences	4 July 2018

Metalsearch Limited | ASX: MSE

Level 4, 216 St Georges Tce, Perth WA 6000 Australia | PO Box 7315, Cloisters Square WA 6850 Australia P: +61 8 6268 2622 | F: +61 8 6268 2699 | W: metalsearch.com.au

Note: The dates in the above timetable are indicative only and subject to change. Further, the dates are subject to the Listing Rules and other applicable laws. The Directors reserve the right to vary these dates.

Right Issue Enquiries

Eligible Shareholders will be sent further details about the Rights Issue in the Offer Document.

Shareholders should read the Offer Document carefully before making any investment decision regarding the Rights Issue.

Shareholders who have questions relating to the Rights Issue should call the Company Secretary on +61 8 6268 2622 between 9.00am and 5.00pm (Perth time) on business days during the offer period for the Rights Issue.

CEO Resignation

The Company advises that Dr Quinton Hills has tendered his resignation as CEO effective 31 August 2018. The Board thanks Dr Hills for his contribution during his term as full-time CEO. Dr Hills will continue as a consultant to the Company post 31 August 2018.

N J Bassett Company Secretary

Metalsearch Limited | ASX: MSE

Level 4, 216 St Georges Tce, Perth WA 6000 Australia | PO Box 7315, Cloisters Square WA 6850 Australia P: +61 8 6268 2622 | F: +61 8 6268 2699 | W: metalsearch.com.au