Consolidated Zinc : Section 708 and Appendix 3B

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AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT

30 June 2016

Section 708 Notice

CONSOLIDATED ZINC LIMITED (ASX: CZL) - SECONDARY TRADING NOTICE PURSUANT TO SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001

The Company gives this notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) ("Act").

The Company has issued shares in the capital of the Company as per the attached Appendix 3B lodged with the ASX.

The Company advises that the shares were issued without disclosure to investors under Part 6D.2 of the Act. The Company, as at the date of this notice, has complied with:

1. the provisions of Chapter 2M of the Act as they apply to the Company; and

2. section 674 of the Act.

As at the date of this notice there is no information that is excluded information for the purposes of sections 708A(7) and (8) of the Act.

For and on behalf of Consolidated Zinc Limited Andrew Beigel

Company Secretary

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

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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, 04/03/13

Name of entity

Consolidated Zinc Limited

ABN

27 118 554 359

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).

Fully Paid Ordinary Shares, and Unlisted Options.

1 +Class of +securities issued or to be issued

1. 120,150,000 Fully Paid Ordinary Shares

2. 77,575,000 Unlisted Options

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

2. Fully Paid Ordinary Shares

3. Unlisted Options exercisable at $0.06 each on or before 31 December 2018

4. 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)

5. Yes

6. Yes. Shares issued on exercise of options will rank equally with existing fully paid ordinary shares.

7. 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

     $4,806,000

8. Issue price or consideration

   Drilling and development of the Plomosas Zinc project

9. Purpose of the issue

10. (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

    25 November 2015

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

    + See chapter 19 for defined terms.

    Appendix 3B Page 2 04/03/2013

    Nil

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

    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

    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.

    Not applicable

    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 - 61,595,894 7.1A capacity - 27,313,224

    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

    30 June 2016

    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.

    Number	+Class
    410,639,291 23,350,142	Fully Paid Ordinary Shares Listed Options ($0.10, 31 July 2016)

11. Number and +class of all

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

    Number	+Class
    500,000	Options ($0.20, 6 March 2017) 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 17) Performance Rights (expire 30 Sept 16) Performance Rights (expire 30 June 18)
    22,437,500
    4,000,000
    93,338,891
    7,500,000
    1,666,667
    1,666,667
    1,666,666

12. Number and +class of all

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

    No change

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

    Part 2 - Pro rata issue

    Not applicable

14. Is security holder approval required?

15. Is the issue renounceable or non- renounceable?

16. Ratio in which the +securities will be offered

    + See chapter 19 for defined terms.

    Appendix 3B Page 4 04/03/2013

    14 +Class of +securities to which the offer relates

    15 +Record date to determine entitlements

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

18. Policy for deciding entitlements in relation to fractions

19. 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.

20. Closing date for receipt of acceptances or renunciations

21. Names of any underwriters

22. Amount of any underwriting fee or commission

23. Names of any brokers to the issue

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

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

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

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

28. 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

29. Date rights trading will begin (if applicable)

30. Date rights trading will end (if applicable)

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

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

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

34. 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

    + See chapter 19 for defined terms.

    Appendix 3B Page 6 04/03/2013

    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

    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

35. 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

36. 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

37. 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: 30 June 2016

(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 capita		l
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	216,030,958
Add the following:	1 July 2015	2,875,000
Number of fully paid +ordinary securities	5 August 2015	750,000
issued in that 12 month period under an
exception in rule 7.2	31 December 2015	750,000
Number of fully paid +ordinary securities	31 December 2015	3,000,000
issued in that 12 month period with
shareholder approval	31 December 2015	14,083,334
Number of partly paid +ordinary	31 December 2015	555,555
securities that became fully paid in that
12 month period	8 February 2016	16,444,444
Note:	4 April 2016	1,000,000
Include only ordinary securities here -
other classes of equity securities cannot be added	12 May 2016	35,000,000
Include here (if applicable) the securities the subject of the Appendix 3B to which	30 June 2016	120,150,000
this form is annexed
It may be useful to set out issues of
securities on different dates as separate
line items
"A"	410,639,291

+ 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	61,595,894
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
"C"	-
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	61,595,894
Subtract "C" Note: number must be same as shown in Step 3	-
Total ["A" x 0.15] - "C"	61,595,894 [Note: this is the remaining placement capacity under rule 7.1]

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11