Metalicity : Takeover Bid for NME - Second Supplementary Bidder Statement

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1. IMPLIED VALUE OF THE OFFER

Sections 2.1.2 and 10.6.2 of the Bidder's Statement provides that based on the closing sale price for MCT Shares on ASX on 23 September 2021 (the Last Practicable Trading Day) of 1.0 cents, the implied value of the Offer is 4.81 cents per NME Share.

However, as stated at Sections 2.1.2 and 10.6.2 of the Bidder's Statement, the implied value of the Offer will change as a consequence of changes in the market price of MCT Shares.

The purpose of this section 1 is to provide an update to NME Shareholders on the implied value of the Offer, taking into account movements in the market price of MCT Shares and changes to the capital structure of MCT (specifically, as a result of the Rights Issue1) since the date of the Offer.

NME Shareholders should note that the implied value of the Offer will continue to fluctuate with movements in the MCT Share price.

1.1 The Offer represents a significant premium to the Independent Expert's valuation of NME

Under the Offer, NME Shareholders will receive 4.81 new MCT Shares for every one NME Share held.

BDO Corporate Finance (WA) Pty Ltd prepared an Independent Expert's Report dated 6 May 2022 (IER)2 which prescribed the fair value of each NME Share on a controlling basis to be between nil and $0.01 (IER High Value) with a preferred value of $0.003 (IER Preferred Value).

As shown in the Premia analysis below:

1. based on the closing price of MCT Shares on ASX of 1.0 cents on 13 September 2021, the last trading day prior to the announcement of the Offer (Value Pre-RightsIssue), the Offer is a 381% premium to the IER High Value;
2. based on the theoretical fully-diluted ex rights price from the Rights Issue of 0.5389 cents (TERP), the Offer is a 159% premium to the IER High Value; and
3. based on the issue price under the Rights Issue of 0.5 cents (Rights Issue Price), the Offer is a 141% premium to the IER High Value.

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Furthermore, as shown in the Premia analysis below:

1. based on the Value Pre-Rights Issue, the Offer is a 1,503% premium to the IER Preferred Value;
2. based on the TERP, the Offer is a 764% premium to the IER Preferred Value; and
3. based on the Rights Issue Price, the Offer is a 702% premium to the IER Preferred Value.

1.2 Value of the Offer using the Undisturbed NME Share Price

Based on the Value Pre-Rights Issue, the Offer values NME at 4.8 cents per NME Share. As set out in the Premia analysis below, this is a 30% premium to the closing price of NME Shares on ASX on 13 September 2021 of 0.037 cents, the last trading

day prior to the Announcement Date (Undisturbed NME Share Price).

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in trading of NME Shares, therefore the market price may not reflect the fair value of the NME Shares.3

Furthermore, the IER states that the liquidity of the NME Shares will likely further reduce where MCT holds a large proportion of NME Shares. As at the date of this Second Supplementary Bidder's Statement (and not accounting for any acceptances that may be received under the Offer on 14 June 2022), Metalicity and its Associates hold a Relevant Interest in approximately 34.29% of the total NME Shares on issue. As MCT is unlikely to actively trade the NME Shares it owns, this creates a scenario that "could result in difficult circumstances for NME Shareholders that may want to sell their shares."4

The analysis in this section 1.3 has been prepared using the closing price of MCT Shares and NME Shares on 7 June 2022. Accordingly, NME Shareholders should note that the outcome of this analysis and the implied value of the Offer will change depending on movements in the market value of MCT Shares or NME Shares.

1. OFFER PERIOD
   The Offer will close at 5:00pm (Perth time) on 15 June 2022, unless withdrawn or further extended.
2. CONSENTS
   As permitted by ASIC Class Order 13/521, this Second Supplementary Bidder's Statement contains statements that are made, or based on statements made, in documents lodged with ASIC or the ASX (in compliance with the Listing Rules). Pursuant to this Class Order, the consent of persons such statements are attributed to is not required for the inclusion of those statements in this Second Supplementary Bidder's Statement.
   As required by ASIC Class Order 13/521, any NME Shareholder who would like to receive a copy of any of these documents (or relevant parts of those documents) may obtain a copy free of charge within 2 Business Days of the request by contacting Metalicity on 08 6500 0202 (within Australia) or +61 8 6500 0202 (for international callers) between 9:00am and 5:00pm (WST) on Business Days.
   Copies of ASX announcements made by Metalicity are available on Metalicity's website at www.metalicity.com.au or Metalicity's ASX Announcement page at www.asx.com.au (ASX Code: MCT).
   Additionally, as permitted by ASIC Corporations (Consents to Statements) Instrument 2016/72, this Second Supplementary Bidder's Statement may include or be accompanied by certain statements:
3. 1. fairly representing a statement by an official person; or
   2. from a public official document or a published book, journal or comparable publication.