ZEOTECH LIMITED — Share Issue/Capital Change 2020

Apr 6, 2020

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities.	Metalsearch Limited
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ABN 29 137 984 297
1.3	*ASX issuer code	MSE
1.4	*This announcement is Tick whichever is applicable.	☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.4a	*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.	N/A
1.4b	*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.	N/A
1.4c	*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.4d	*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.5	*Date of this announcement	7 April 2020

• See chapter 19 for defined terms 31 January 2020

Page 1

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 2 – Type of issue

Part 2 –	Type of issue	payment up of equity +securities
Question No.	Question	Answer
2.1	*The +securities the subject of this notification are: Select whichever item is applicable. If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.	☐+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX ☐Partly paid +securities that have been fully paid up and that are not to be quoted on ASX ☐+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX ☒Other [please specify] If you have selected ‘other’ please provide the circumstances of the issue here: Issue of sign-on options and incentive performance rights on signing of Executive Employment Agreement.
2.2a.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)? Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.	N/A
2.2a.2	And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.	N/A
2.2b.1	Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)? Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.	N/A
2.2b.2	And the date the+securities were fully paid up: Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.	N/A

• See chapter 19 for defined terms 31 January 2020

Page 2

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

				payment up of equity +securities	payment up of equity +securities
2.2c.1		Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.2		*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.3		*Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.3.a		*Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities
		insert the name of the associate in	“Name of registered holder”.
		Name of KMP	Name of registered holder		Number of +securities
2.2d.1		*The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list.		☐To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☒Other [provide details below] Additional details: Issue of sign-on options and incentive performance rights on signing of Executive Employment Agreement

• See chapter 19 for defined terms 31 January 2020

Page 3

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
2.2d.2	Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.	Refer ASX announcement dated 7 April 2020. Securities issued pursuant to terms of Executive Employment Agreement.
2.3	*The +securities being issued are: Tick whichever is applicable	☐Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") ☒New +securities in an unquoted class that is not yet recorded by ASX ("new class")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

Question No.	Question	Answer
3A.1	*ASX security code & description	N/A
3A.2	*Number of +securities being issued	N/A
3A.3a	*Will the +securities being issued rank equally in all respects from their issue date with the existing issued +securities in that class?	N/A
3A.3b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3A.3a is “No”.	N/A
3A.3c	*Provide the actual non-ranking end date Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “Yes”.	N/A
3A.3d	*Provide the estimated non-ranking end period Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “No”.	N/A
3A.3e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3A.3a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.	N/A

• See chapter 19 for defined terms 31 January 2020

Page 4

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question No.	Question	Answer
3B.1	*Security description	Option Expiring 6 April 2024 Performance Rights
3B.2	*Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non- convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.	☐Ordinary fully or partly paid shares/units ☒Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☒Other
3B.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.	N/A
3B.4	*Number of +securities being issued	20,000,000 options 50,000,000 performance rights
3B.5a	*Will all the +securities issued in this class rank equally in all respects from the issue date?	Yes in respect to options. Yes in respect to performance rights
3B.5b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.5a is “No”.	N/A
3B.5c	*Provide the actual non-ranking end date Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “Yes”.	N/A
3B.5d	*Provide the estimated non-ranking end period Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “No”.	N/A
3B.5e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3B.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.	N/A

• See chapter 19 for defined terms 31 January 2020

Page 5

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

3B.6	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.		Refer ASX Announcement dated 7 April 2020 titled Board Restructure and Executive Appointment. Refer annexures A to F for full terms.
3B.7	*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.		No
3B.8a	Ordinary fully or partly paid shares/units Answer the questions in this section if you selected this	details security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.	N/A
	*Will there be CDIs issued over the +securities?	N/A
	*CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).	X:Y
	*Is it a partly paid class of +security?	N/A
	*Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).	X:Y
	*Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.	N/A
3B.8b	Option details Answer the questions in this section if you selected this	security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the exercise price is payable.	AUD

• See chapter 19 for defined terms 31 January 2020

Page 6

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
	*Exercise price The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).	$0.015
	*Expiry date The date on which the options expire or terminate.	6 April 2024
	*Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“.	One fully paid ordinary share (MSE)
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3B.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	*Type of +security Select one item from the list	☐Simple corporate bond ☐Non-convertible note or bond ☐Convertible note or bond ☐Preference share/unit ☐Capital note ☐Hybrid security ☐Other
	*+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.	N/A
	Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).	N/A
	*Interest rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities	☐Fixed rate ☐Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other
	Frequency of coupon/interest payments per year Select one item from the list.	☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other

• See chapter 19 for defined terms

31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
	First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments
	Interest rate per annum Answer this question if the interest rate type is fixed.	% p.a.
	*Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed.	N/A
	If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.	N/A
	*Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed	N/A
	*What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	N/A
	*Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed.	N/A
	*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	% p.a.
	*S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; • “Not applicable” means s128F is not applicable to this security	☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☐Not applicable
	*Is the +security perpetual (i.e. no maturity date)?	N/A
	*Maturity date Answer this question if the security is not perpetual	N/A

• See chapter 19 for defined terms

31 January 2020

Page 8

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

	*Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.	☐Simple ☐Subordinated ☐Secured ☐Converting ☐Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☐Redeemable ☐Extendable ☐Reset ☐Step-Down ☐Step-Up ☐Stapled ☐None of the above
	*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?	N/A
	*If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”.	N/A
	Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“.	N/A

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue? Answer this question if your response to Q4.1 is “Yes”.	6 April 2020
4.1b	*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.	N/A
4.2	*Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”.	No

• See chapter 19 for defined terms 31 January 2020

Page 9

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
4.2a	*In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.	N/A
4.2b	*What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.	N/A
4.2c	Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”.	Nil consideration – Issued pursuant to terms of Executive Employment Agreement.
4.3	Any other information the entity wishes to provide about the issue	N/A

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

Part 5 – Unquoted +securities on issue	Part 5 – Unquoted +securities on issue	Part 5 – Unquoted +securities on issue	Part 5 – Unquoted +securities on issue
Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.
5.1			*Total number of +securities on issue 75,000,000 75,000,000 20,000,000 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000
		*ASX security code and description	*Total number of +securities on issue
		MSEAP – Performance Rights Class A MSEAQ – Performance Rights Class B New class – Option expiring 6 April 2024 New class - Performance Rights Class C New class - Performance Rights Class D New class - Performance Rights Class E New class - Performance Rights Class F New class - Performance Rights Class G	75,000,000 75,000,000 20,000,000 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000

• See chapter 19 for defined terms 31 January 2020

Page 10

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or

• your response to Q2.1 is “Other”

Question No.	Question	Answer
6.1	*Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.	No
6.2	*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.	No
6.2a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “Yes”.	N/A
6.2b	*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	Yes

• 1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

• (a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

• (b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:

  • a summary of the terms of the scheme.

  • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;

  • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and

  • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

• See chapter 19 for defined terms 31 January 2020

Page 11

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
6.2b.1	*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	70,000,000
6.2c	*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	No
6.2c.1	*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	N/A

Introduced 01/12/19; amended 31/01/20

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

Annexure A

Terms and Conditions of Unlisted Options

The terms and conditions of the options are as follows:

• (a) Subject to paragraph (k), each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company with an exercise price of $0.015 cents.

• (c) The options will not vest until the 12 month anniversary of the Commencement Date.

• (d) The options will expire on the date 4 years from date of grant (the Expiry Date ).

• (e) Subject to paragraph (c), the options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the Company accompanied by payment of the Exercise Price. Options may be exercised in whole or in part, and if exercised in part, multiples of 50,000 must be exercised on each occasion.

• (f) The options are not transferable except with the prior written consent of the board of directors of the Company.

• (g) The Company will not apply for quotation of the options on ASX. However, the company will apply for Official Quotation by the ASX of all shares issued upon exercise of the options. All shares issued upon exercise of the options will rank pari passu in all respects with the company’s then existing ordinary fully paid shares.

• (h) There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of options in compliance with applicable ASX Listing Rules before the record date referable to that issue. This will give Option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

• (i) If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue ), then upon exercise of their options, Option holders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue ( bonus shares ) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options.

• (j) There is no right to a change in the exercise price of the options or to the number of shares over which the options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options.

• (k) In the event of any reorganisation of the issued capital of the company on or prior to the Expiry Date, the rights of an Option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

• See chapter 19 for defined terms 31 January 2020

Page 13

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Annexure B

Terms and Conditions on Class C Performance Rights

• (i) Conversion on achievement of milestone : Each Class C Performance Right will automatically convert into one new ordinary fully paid share in Metalsearch Limited on satisfactory achievement of the following condition ( Vesting Condition ):

On the Pilot Plant Completion Date (as that term is defined in the Licence Agreement between Metalsearch Limited and UniQuest Pty Ltd).

• (ii) Lapse: A Performance Right will lapse on the earliest to occur of:

• (a) subject to any automatic vesting in accordance with other terms, if applicable Vesting Condition has not been met; or

• (b) the expiry date which will be 5:00PM WST on the five year anniversary of the Commencement Date.

• (iii) Transfer: The Performance Rights are not transferable.

• (iv) No voting rights: The Performance Rights do not entitle the Holder to vote on any resolutions proposed at a general meeting of Shareholders of the Company, subject to any voting rights under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (v) No dividend rights: The Performance Rights do not entitle the holder to any dividends.

• (vi) No rights to return of capital: The Performance Rights do not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (vii) Rights on winding up: Upon the winding up of the Company, the Performance Rights may not participate in the surplus profits or assets of the Company.

• (viii) Change of Control: All unvested Performance Rights automatically vest and are automatically exercised on the occurrence of a change of control, subject to the total number of ordinary shares that the Performance Rights A, in aggregate, convert into not being more than 10% of the issued ordinary capital of Metalsearch Limited as at the date of conversion.

• (ix) Reorganisation: In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued shares, the number of Performance Rights to which each Performance Rights holder is entitled will be adjusted in the manner provided for in the ASX listing rules applicable at the time the reorganisation comes into effect.

• (x) No quotation: The Performance Rights will not be quoted on ASX. However if the Company is listed on the ASX, at the time of conversion of the Performance Rights into Shares in accordance with these terms, the Company will within seven (7) days after the later of conversion and any escrow period ending, apply for the official quotation of the Shares arising from the conversion on ASX.

• (xi) Participation in entitlements and bonus issues: Holders of Performance Rights will not be entitled (in their capacity as a Holder of a Performance Right) to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues.

• (xii) No other rights: The Performance Rights give the holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Change of Control means:

• (a) a Takeover Bid is made to acquire all Shares of Metalsearch Limited, a person obtains a Voting Power in Metalsearch Limited of more than 50%, and the Takeover Bid is or has become unconditional;

• (b) a Court has sanctioned a compromise or arrangement (other than for the purpose of, or in connection with, a scheme for the reconstruction of Metalsearch Limited or its amalgamation with any other entity or entities).

• See chapter 19 for defined terms

31 January 2020

Page 14

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Annexure C

Terms and Conditions on Class D Performance Rights

• (i) Conversion on achievement of milestone : Each Class D Performance Right will automatically convert into one new ordinary fully paid share in Metalsearch Limited on satisfactory achievement of the following condition ( Vesting Condition ):

Upon completion and sign off by a competent person of a pre feasibility study (as that phrase is defined in the JORC Code 2012) of the Abercorn Project.

• (ii) Lapse: A Performance Right will lapse on the earliest to occur of:

• (a) subject to any automatic vesting in accordance with other terms, if applicable Vesting Condition has not been met; or

• (b) the expiry date which will be 5:00PM WST on the five year anniversary of the Commencement Date.

• (iii) Transfer: The Performance Rights are not transferable.

• (iv) No voting rights: The Performance Rights do not entitle the Holder to vote on any resolutions proposed at a general meeting of Shareholders of the Company, subject to any voting rights under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (v) No dividend rights: The Performance Rights do not entitle the holder to any dividends.

• (vi) No rights to return of capital: The Performance Rights do not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (vii) Rights on winding up: Upon the winding up of the Company, the Performance Rights may not participate in the surplus profits or assets of the Company.

• (viii) Change of Control: All unvested Performance Rights automatically vest and are automatically exercised on the occurrence of a change of control, subject to the total number of ordinary shares that the Performance Rights, in aggregate, convert into not being more than 10% of the issued ordinary capital of Metalsearch Limited as at the date of conversion.

• (ix) Reorganisation: In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued shares, the number of Performance Rights to which each Performance Rights holder is entitled will be adjusted in the manner provided for in the ASX listing rules applicable at the time the reorganisation comes into effect.

• (x) No quotation: The Performance Rights will not be quoted on ASX. However if the Company is listed on the ASX, at the time of conversion of the Performance Rights into Shares in accordance with these terms, the Company will within seven (7) days after the later of conversion and any escrow period ending, apply for the official quotation of the Shares arising from the conversion on ASX.

• (xi) Participation in entitlements and bonus issues: Holders of Performance Rights will not be entitled (in their capacity as a Holder of a Performance Right) to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues.

• (xii) No other rights: The Performance Rights give the holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Change of Control means:

• (a) a Takeover Bid is made to acquire all Shares of Metalsearch Limited, a person obtains a Voting Power in Metalsearch Limited of more than 50%, and the Takeover Bid is or has become unconditional;

• (b) a Court has sanctioned a compromise or arrangement (other than for the purpose of, or in connection with, a scheme for the reconstruction of Metalsearch Limited or its amalgamation with any other entity or entities).

• See chapter 19 for defined terms

31 January 2020

Page 15

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Annexure D

Terms and Conditions on Class E Performance Rights

• (i) Conversion on achievement of milestone : Each Class E Performance Right will automatically convert into one new ordinary fully paid share in Metalsearch Limited on satisfactory achievement of the following condition ( Vesting Condition ):

Upon the first to occur of either:

execution and completion of a sub-licensing agreement under clause 4.2 of the Licence Agreement between Metalsearch Ltd and UniQuest Pty Ltd and pursuant to which Metalsearch Ltd has commenced receiving royalty payments from the sub-licensor arising from commercial production of synthetic zeolites; or

execution and completion of an unconditional offtake agreement pursuant to which the third party agrees to take or pay a minimum of 1,000,000 tonnes of kaolin (on a dry metric tonne basis) per annum for a minimum period of five years.

• (ii) Lapse: A Performance Right will lapse on the earliest to occur of:

• (a) subject to any automatic vesting in accordance with other terms, if applicable Vesting Condition has not been met; or

• (b) the expiry date which will be 5:00PM WST on the five year anniversary of the Commencement Date.

• (iii) Transfer: The Performance Rights are not transferable.

• (iv) No voting rights: The Performance Rights do not entitle the Holder to vote on any resolutions proposed at a general meeting of Shareholders of the Company, subject to any voting rights under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (v) No dividend rights: The Performance Rights do not entitle the holder to any dividends.

• (vi) No rights to return of capital: The Performance Rights do not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (vii) Rights on winding up: Upon the winding up of the Company, the Performance Rights may not participate in the surplus profits or assets of the Company.

• (viii) Change of Control: All unvested Performance Rights automatically vest and are automatically exercised on the occurrence of a change of control, subject to the total number of ordinary shares that the Performance Rights, in aggregate, convert into not being more than 10% of the issued ordinary capital of Metalsearch Limited as at the date of conversion.

• (ix) Reorganisation: In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued shares, the number of Performance Rights to which each Performance Rights holder is entitled will be adjusted in the manner provided for in the ASX listing rules applicable at the time the reorganisation comes into effect.

• (x) No quotation: The Performance Rights will not be quoted on ASX. However if the Company is listed on the ASX, at the time of conversion of the Performance Rights into Shares in accordance with these terms, the Company will within seven (7) days after the later of conversion and any escrow period ending, apply for the official quotation of the Shares arising from the conversion on ASX.

• (xi) Participation in entitlements and bonus issues: Holders of Performance Rights will not be entitled (in their capacity as a Holder of a Performance Right) to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues.

• (xii) No other rights: The Performance Rights give the holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

• See chapter 19 for defined terms 31 January 2020

Page 16

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Change of Control means:

• (a) a Takeover Bid is made to acquire all Shares of Metalsearch Limited, a person obtains a Voting Power in Metalsearch Limited of more than 50%, and the Takeover Bid is or has become unconditional;

• (b) a Court has sanctioned a compromise or arrangement (other than for the purpose of, or in connection with, a scheme for the reconstruction of Metalsearch Limited or its amalgamation with any other entity or entities).

• See chapter 19 for defined terms 31 January 2020

Page 17

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Annexure E

Terms and Conditions on Class F Performance Rights

• (i) Conversion on achievement of milestone : Each Class F Performance Right will automatically convert into one new ordinary fully paid share in Metalsearch Limited on satisfactory achievement of the following condition ( Vesting Condition ):

Upon the commencement of commercial production of either alum or HPA from the proprietary HPA processing patents owned and developed by Metalsearch Limited.

• (ii) Lapse: A Performance Right will lapse on the earliest to occur of:

• (a) subject to any automatic vesting in accordance with other terms, if applicable Vesting Condition has not been met; or

• (b) the expiry date which will be 5:00PM WST on the five year anniversary date of the Commencement Date.

• (iii) Transfer: The Performance Rights are not transferable.

• (iv) No voting rights: The Performance Rights do not entitle the Holder to vote on any resolutions proposed at a general meeting of Shareholders of the Company, subject to any voting rights under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (v) No dividend rights: The Performance Rights do not entitle the holder to any dividends.

• (vi) No rights to return of capital: The Performance Rights do not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (vii) Rights on winding up: Upon the winding up of the Company, the Performance Rights may not participate in the surplus profits or assets of the Company.

• (viii) Change of Control: All unvested Performance Rights automatically vest and are automatically exercised on the occurrence of a change of control, subject to the total number of ordinary shares that the Performance Rights A, in aggregate, convert into not being more than 10% of the issued ordinary capital of Metalsearch Limited as at the date of conversion.

• (ix) Reorganisation: In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued shares, the number of Performance Rights to which each Performance Rights holder is entitled will be adjusted in the manner provided for in the ASX listing rules applicable at the time the reorganisation comes into effect.

• (x) No quotation: The Performance Rights will not be quoted on ASX. However if the Company is listed on the ASX, at the time of conversion of the Performance Rights into Shares in accordance with these terms, the Company will within seven (7) days after the later of conversion and any escrow period ending, apply for the official quotation of the Shares arising from the conversion on ASX.

• (xi) Participation in entitlements and bonus issues: Holders of Performance Rights will not be entitled (in their capacity as a Holder of a Performance Right) to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues.

• (xii) No other rights: The Performance Rights give the holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Change of Control means:

• (a) a Takeover Bid is made to acquire all Shares of Metalsearch Limited, a person obtains a Voting Power in Metalsearch Limited of more than 50%, and the Takeover Bid is or has become unconditional;

• (b) a Court has sanctioned a compromise or arrangement (other than for the purpose of, or in connection with, a scheme for the reconstruction of Metalsearch Limited or its amalgamation with any other entity or entities).

• See chapter 19 for defined terms

31 January 2020

Page 18

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Annexure F

Terms and Conditions on Class G Performance Rights

• (i) Conversion on achievement of milestone : Each Class G Performance Right will automatically convert into one new ordinary fully paid share in Metalsearch Limited on satisfactory achievement of the following condition ( Vesting Condition ):

Upon commencement of commercial production of synthetic zeolite (as that phrase is defined in the Licence Agreement between Metalsearch Ltd and UniQuest Pty Ltd).

• (ii) Lapse: A Performance Right will lapse on the earliest to occur of:

• (a) subject to any automatic vesting in accordance with other terms, if applicable Vesting Condition has not been met; or

• (b) the expiry date which will be 5:00PM WST on the five year anniversary of the Commencement Date.

• (iii) Transfer: The Performance Rights are not transferable.

• (iv) No voting rights: The Performance Rights do not entitle the Holder to vote on any resolutions proposed at a general meeting of Shareholders of the Company, subject to any voting rights under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (v) No dividend rights: The Performance Rights do not entitle the holder to any dividends.

• (vi) No rights to return of capital: The Performance Rights do not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (vii) Rights on winding up: Upon the winding up of the Company, the Performance Rights may not participate in the surplus profits or assets of the Company.

• (viii) Change of Control: All unvested Performance Rights automatically vest and are automatically exercised on the occurrence of a change of control, subject to the total number of ordinary shares that the Performance Rights, in aggregate, convert into not being more than 10% of the issued ordinary capital of Metalsearch Limited as at the date of conversion.

• (ix) Reorganisation: In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued shares, the number of Performance Rights to which each Performance Rights holder is entitled will be adjusted in the manner provided for in the ASX listing rules applicable at the time the reorganisation comes into effect.

• (x) No quotation: The Performance Rights will not be quoted on ASX. However if the Company is listed on the ASX, at the time of conversion of the Performance Rights into Shares in accordance with these terms, the Company will within seven (7) days after the later of conversion and any escrow period ending, apply for the official quotation of the Shares arising from the conversion on ASX.

• (xi) Participation in entitlements and bonus issues: Holders of Performance Rights will not be entitled (in their capacity as a Holder of a Performance Right) to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues.

• (xii) No other rights: The Performance Rights give the holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Change of Control means:

• (a) a Takeover Bid is made to acquire all Shares of Metalsearch Limited, a person obtains a Voting Power in Metalsearch Limited of more than 50%, and the Takeover Bid is or has become unconditional;

• (b) a Court has sanctioned a compromise or arrangement (other than for the purpose of, or in connection with, a scheme for the reconstruction of Metalsearch Limited or its amalgamation with any other entity or entities).

• See chapter 19 for defined terms

31 January 2020

Page 19