Consolidated Zinc : Appendix 3B – Lapse of Performance Rights

5 July 2017

ASX Limited

Level 40, Central Park

152-158 St George's Terrace PERTH WA 6000

A total of 1,666,667 performance rights to acquire ordinary shares in Consolidated Zinc Limited have lapsed due to non-achievement of the performance conditions under which they were issued.

The Appendix 3B reflecting this change is attached.

Andrew Beigel

Level 1, 35 Havelock St, West Perth WA Australia 6005 PO Box 692, West Perth WA Australia 6872 T:+61 8 9322 3406 F: +61 8 9320 7501 E: info@conzinc.com.au

(ASX: CZL) ACN 118 554 359

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Consolidated Zinc Limited

ABN

27 118 554 359

We (the entity) give ASX the following information.

You must complete the relevant sections (attach sheets if there is not enough space).

Performance Rights (30 June 17)

1 +Class of +securities issued or to be issued

1,666,667

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   Vesting conditions and milestone dates:

   - The Company announces a JORC Code compliant resource of containing not less than 2,000,000 tonnes of mineralisation at a combined grade of at least 17% (Zn+Pb) by 30 June 2017

2. Principal terms of the +securities (e.g. 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)

   Yes once vesting and milestone conditions are met.

3. Do the +securities rank equally in all respects from the +issue date 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

     N/A

4. Issue price or consideration

   N/A

5. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Yes

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

30 November 2016

6b The date the security holder resolution under rule 7.1A was passed

Nil

6c Number of +securities issued without security holder approval under rule 7.1

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

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)

Nil

6f Number of +securities issued under an exception in rule 7.2

N/A

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.

N/A

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

7.1 capacity - 56,419,253 7.1A capacity - 24,576,583

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

Lapsed 30 June 2017

7 +Issue dates

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.

1. Number and +class of all

   +securities quoted on ASX (including the +securities in section 2 if applicable)

   Number	+Class
   22,437,500 4,000,000 126,172,002 7,500,000 1,666,666 5,000,000	Options ($0.064, 6 March 2018) Options ($0.06, 20 July 2018) Options ($0.06, 31 Dec 2018) Options ($0.06, 5 June 2020) Performance Rights (expire 30 June 18) Performance Rights (expire 30 Sept 19)

2. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

3. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   Part 2 - Pro rata issue

   N/A

4. Is security holder approval required?

5. Is the issue renounceable or non- renounceable?

6. Ratio in which the +securities will be offered

   14 +Class of +securities to which the offer relates

   15 +Record date to determine entitlements

   + See chapter 19 for defined terms.

   Appendix 3B Page 4 04/03/2013

7. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

8. Policy for deciding entitlements in relation to fractions

9. 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.

10. Closing date for receipt of acceptances or renunciations

11. Names of any underwriters

12. Amount of any underwriting fee or commission

13. Names of any brokers to the issue

14. Fee or commission payable to the broker to the issue

15. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

16. If the issue is contingent on security holders' approval, the date of the meeting

17. Date entitlement and acceptance form and offer documents will be sent to persons entitled

18. If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

19. Date rights trading will begin (if applicable)

20. Date rights trading will end (if applicable)

21. How do security holders sell their entitlements in full through a broker?

22. How do security holders sell part of their entitlements through a broker and accept for the balance?

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

24. 33 +Issue date

    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

    + See chapter 19 for defined terms.

    Appendix 3B Page 6 04/03/2013

    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

    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

25. Do the +securities rank equally in all respects from the +issue date 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

26. 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)

    Number	+Class

27. Number and +class of all +securities quoted on ASX (including the

+securities in clause 38)

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

1. We warrant the following to ASX.

   • 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.

2. 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.

3. We give ASX the information and documents required by this form. If any 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.

Sign here: ............................................................ Date: 5 July 2017

(Company secretary)

Print name: Andrew Beigel

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9

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 capit		al
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	410,639,291
Add the following:	22 July 2016	7,300,000
Number of fully paid +ordinary securities
issued in that 12 month period under an
exception in rule 7.2	22 July 2016	7,177,778
Number of fully paid +ordinary securities	22 July 2016	4,706,444
issued in that 12 month period with
shareholder approval	29 July 2016	1,174
Number of partly paid +ordinary	4 January 2017	31,436,701
securities that became fully paid in that
12 month period	29 May 2017	184,504,438
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
"A"	645,765,826

+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013

Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	96,864,874
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: 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	29 May 2017 40,445,621
"C"	40,445,621
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15 Note: number must be same as shown in Step 2	96,864,874
Subtract "C" Note: number must be same as shown in Step 3	40,445,621
Total ["A" x 0.15] - "C"	56,419,253 [Note: this is the remaining placement capacity under rule 7.1]

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11