Mineral Deposits : Appendix 3B – Placement and Entitlement Offer

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

ABN

19 064 377 420

We (the entity) give ASX the following information.

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

Fully paid ordinary shares

1+Class of+securities issued or to be issued

15,551,451 fully paid ordinary shares under an institutional placement (Placement) as per the announcement to ASX on 2 March 2017

(ASX Announcement).

20,233,212 fully paid ordinary shares under the pro rata accelerated non‐renounceable institutional entitlement offer (Institutional Entitlement Offer) as per the ASX Announcement.

Approximately 57,524,044 fully paid ordinary shares under the pro rata non‐renounceable retail entitlement offer (Retail Entitlement Offer) as per the ASX Announcement. The exact number of shares is to be finalised and is subject to shareholding reconciliation and rounding.

The Placement, Institutional Entitlement Offer and Retail Entitlement Offer may be collectively referred to as the Capital Raising.

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

Fully paid ordinary shares

1. 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, except the shares issued under the Placement will not be entitled to participate in the Entitlement Offer.

2. 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

     $0.42 per share

3. Issue price or consideration

   The proceeds of the Entitlement Offer will be used to:

   • repay outstanding debt to ERAMET (a maximum of US$14.1 million subject to timing of repayment);

   • provide funding to TiZir, if required, to fulfil the Company's obligations with respect to the TiZir Committed Facility, including up to US$6.2 million which may be required in March 2017 to fund TiZir's senior secured corporate bond obligations;

   • meet the costs of the Entitlement Offer; and

   • fund the general working capital commitments of TiZir and MDL, should any balance remain.

4. Purpose of the issue

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

identify those assets)

No

6aIs the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6hin relation to the +securities the subject of this Appendix 3B, and comply with section 6i

N/A

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

N/A

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

N/A

6dNumber of +securities issued with security holder approval under rule 7.1A

N/A

6eNumber of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6fNumber of +securities issued under an exception in rule 7.2

N/A

6gIf +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

6hIf +securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

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.

Placement and accelerated institutional component of the Entitlement Offer

• Monday, 13 March 2017

  Retail component of the Entitlement Offer

• Tuesday, 27 March 2017

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

   +securities in section 2 if applicable)

2. Number and +class of all +securities not quoted on ASX (including the

   +securities in section 2 if applicable)

   There has been no change to the Mineral Deposits Limited dividend policy.

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