Metals X : Appendix 3B - ABY Takeover Third Acceptance

Name of entity

Metals X Limited

ABN

25 110 150 055

1

+Class of +securities issued or to be issued

Fully paid ordinary shares

2

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

1,599,387 fully paid ordinary shares.

3

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)

Fully paid ordinary shares

4

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

Yes

5

Issue price or consideration

Issued as part of the consideration for the transfer of ordinary shares in Aditya Birla Minerals Limited (ABY) to Metals X under its off-market takeover bid for all of the ordinary shares in ABY on terms set out in Metals X's bidder's statement dated 15 October 2015 (and any supplements or variations) (Offer).

Under Metals X's Offer, 1 Metals X Share is being issued for every 4.75 ABY Share transferred to Metals X (with any fractional entitlements to a New Metals X Share being rounded down to the nearest whole number).

6

Purpose of the issue

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

Issued as part of the consideration for the transfer of ABY shares to Metals X pursuant to the Metals X Offer.

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

No

6b

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

6c

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

6d

Number of +securities issued with security holder approval under rule 7.1A

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

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.

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

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

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.

8 April 2016

Number

+Class

477,820,914

Ordinary Shares

11

Is security holder approval required?

Not applicable

12

Is the issue renounceable or non- renounceable?

Not applicable

13

Ratio in which the +securities will be offered

Not applicable

14

+Class of +securities to which the offer relates

Not applicable

15

+Record date to determine entitlements

Not applicable

16

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

Not applicable

17

Policy for deciding entitlements in relation to fractions

Not applicable