Neometals : Change of Director's Interest Notices

b23eca61-7761-40dc-a68e-d03fc156fc8a.pdf

11 November 2015

Company Announcements Office ASX Limited

Via Electronic Lodgement

Dear Sirs

Director share transactions

Neometals Ltd (Company) advises that its Chairman, Mr David Reed has sold 12,000,000 Company shares, in a special crossing transaction to two institutional buyers and clients of GMP Securities.

Mr David Reed has advised the Company that the share transactions have been entered into as part of a restructuring of his personal affairs. As shareholders will be aware, in late 2013, Mr Reed entered into lending arrangements with his bankers to enable him to advance the Company

$2 million for working capital. The advanced funds are the subject of convertible notes on terms approved by the Company shareholders at its 2013 and 2014 Annual General Meetings. These Convertible Notes are due to mature on 22 November 2015, and are able to be converted into shares should Mr David Reed elect to do so. Mr Reed has advised the Company that it is his current intention to convert those convertible notes on or prior to the maturity date.

Mr Chris Reed has also sold 3,000,000 shares to the institutional buyers and clients of GMP Securities as part of a restructuring of his personal affairs.

I confirm that these share trades were undertaken pursuant to the terms of the Company's share trading policy with prior approval obtained within the terms of the policy.

Appendices 3Y in respect of the share transactions are attached. Yours faithfully

Jason Carone

COMPANY SECRETARY

Appendix 3Y Change of Director's Interest Notice

Appendix 3Y Change of Director's Interest Notice

Rule 3.19A.2

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 30/09/01 Amended 01/01/11

Name of entity Neometals Ltd

ABN 89 099 116 631

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	David John Reed
Date of last notice	20 October 2015

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of 'notifiable interest of a director' should be disclosed in this part.

Direct or indirect interest	Direct and indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	B. Judith Mary Reed Spouse
Date of change	11 November 2015
No. of securities held prior to change David John Reed Judith Mary Reed Trucking Nominees Pty Ltd Trucking Nominees Pty Ltd ATF Coal Holdings Pty Ltd D.J. Reed Superannuation Fund	11,801,674 Ordinary Fully Paid 2,000,000 Convertible Notes 2,487,226 Ordinary Fully Paid 1,272,310 Ordinary Fully Paid 10,610,049 Ordinary Fully Paid 1,050,000 Ordinary Fully Paid

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director's Interest Notice

Class	Ordinary Fully Paid Shares
Number acquired	N/A
Number disposed David John Reed Judith Mary Reed	10,000,000 2,000,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$1,740,000
No. of securities held after change David John Reed Judith Mary Reed Trucking Nominees Pty Ltd Trucking Nominees Pty Ltd ATF Coal Holdings Pty Ltd D.J. Reed Superannuation Fund	1,801,674 Ordinary Fully Paid 2,000,000 Convertible Notes 487,226 Ordinary Fully Paid 1,272,310 Ordinary Fully Paid 10,610,049 Ordinary Fully Paid 1,050,000 Ordinary Fully Paid
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	On market trade.

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

Appendix 3Y Change of Director's Interest Notice

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of 'notifiable interest of a director' should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 - +Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	Yes
If so, was prior written clearance provided to allow the trade to proceed during this period?	Yes
If prior written clearance was provided, on what date was this provided?	11 November 2015

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3