Terramin Australia Ltd

Published : July 14th, 2015

Appendix 3B

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Appendix 3B

ASX Listing Rules Appendix 3B - New Issue Announcement Application for Quotation of Additional Securities and Agreement

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

TERRAMIN AUSTRALIA LIMITED

ABN

67 062 576 238

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).


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

A: 249,825,703 Shares

B: 2,706,551 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)

Same terms as all ordinary shares currently on issue

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1


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 A: $0.065 per share

B: $0.1208 per share

6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly identify those assets

A: shares issued to Asipac Group Pty Ltd upon conversion of 249,825,703 convertible notes approved by shareholders at a general meeting dated 17 September 2014

B: shares issued to Asipac Group Pty Ltd in payment of interest under the terms convertible notes issued to Asipac Group Pty Ltd and approved at general meeting of shareholders dated 17 September 2014


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

Yes


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

29 May 2015


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

252,532,254 shares, approved at the general meeting dated 17 September 2014

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

266,760,637 shares under rule 7.1 and

177,840,425 shares under rule 7.1A

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.

14 July 2015

8 Number and +class of all
+securities quoted on ASX (including the +securities in section 2 if applicable)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

9 Number and +class of all
+securities not quoted on ASX (including the +securities in section 2 if applicable)

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

Unchanged.

Part 2 - Pro rata issue


11 Is security holder approval required?

12 Is the issue renounceable or non- renounceable?

13 Ratio in which the +securities will be offered

14 +Class of +securities to which the offer relates

15 +Record date to determine entitlements

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

17 Policy for deciding entitlements in relation to fractions

18 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.


19 Closing date for receipt of acceptances or renunciations

20 Names of any underwriters

21 Amount of any underwriting fee or commission

22 Names of any brokers to the issue

23 Fee or commission payable to the broker to the issue

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

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

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

27 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

28 Date rights trading will begin (if applicable)

29 Date rights trading will end (if applicable)

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

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

32 How do security holders dispose

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5


of their entitlements (except by sale through a broker)?

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

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

40 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

41 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)
42 Number and +class of all
+securities quoted on ASX (including the +securities in clause
38)

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX

may quote the +securities on any conditions it decides.

2 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.

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

• 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.

3 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.

4 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: 14 July 2015 (Director/Company secretary)

Print name: Stephane Gauducheau

== == == == ==

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 capital

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

1,262,463,577 ordinary shares

Add the following:

• Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid +ordinary securities that became fully paid in that

12 month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added

• 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

444,441,087

71,499,585

0

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

0

"A"

1,778,404,249

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

266,760,637

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

0

"C"

0

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

266,760,637

Subtract "C"

Note: number must be same as shown in

Step 3

0

Total ["A" x 0.15] - "C"

266,760,637

[Note: this is the remaining placement capacity under rule 7.1]

Part 2

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in

Step 1 of Part 1

1,778,404,249

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

177,840,425

Step 3: Calculate "E", the amount of placement capacity under rule

7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not just ordinary securities

• Include here - if applicable - the securities the subject of the Appendix

3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

0

"E"

0

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10

Note: number must be same as shown in

Step 2

177,840,425

Subtract "E"

Note: number must be same as shown in

Step 3

0

Total ["A" x 0.10] - "E"

177,840,425

Note: this is the remaining placement capacity under rule 7.1A

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Terramin Australia Ltd

PRODUCER
CODE : TZN.AX
ISIN : AU000000TZN3
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Terramin is a zinc and lead development stage company based in Australia.

Terramin produces zinc, lead, copper, gold and silver in Australia, develops lead and zinc in Algeria, and holds various exploration projects in Australia.

Its main asset in production is ANGAS in Australia, its main asset in development is OUED AMIZOUR (TALA HAMZA) in Algeria and its main exploration properties are MENNINNIE ZINC, BIRD-IN-HAND and TALA HAMZA in Australia.

Terramin is listed in Australia and in Germany. Its market capitalisation is AU$ 45.5 millions as of today (US$ 32.9 millions, € 28.8 millions).

Its stock quote reached its highest recent level on October 15, 2010 at AU$ 0.80, and its lowest recent point on April 26, 2013 at AU$ 0.01.

Terramin has 1 821 139 968 shares outstanding.

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Financials of Terramin Australia Ltd
8/31/2016Interim Financial Report
7/29/2016 2nd Quarter Report
4/29/20161st Quarter Report
3/8/2016Financial Report
Project news of Terramin Australia Ltd
11/9/2016(Tala Hamza) Tala Hamza Zinc Project ProgressesTowards Development
8/8/2016(Bird-in-hand)Updated Bird-in-Hand Gold Resource Estimate
7/15/2016(Bird-in-hand)More High Grade Gold Results for Bird-in-Hand Gold Project
11/12/2013Completes Acquisition of Bird-in-Hand Gold Project
10/23/2013Executes Purchase Agreement for the Bird-in-Hand Gold Projec...
7/28/2011grows Menninnie project
5/27/2008(Angas)New Australian zinc mine nears commissioning
2/4/2008(Tala Hamza)Widest intersection to date in Algerian project for Terramin
11/28/2007Further High Grade intersections at Tala Hamza Deposit
Corporate news of Terramin Australia Ltd
7/31/20172nd Quarter Report
9/22/2016Grant of ASX Waiver
9/22/2016Grant of ASX Waiver
5/27/2016CEO Presentation – AGM 2016
5/27/2016Chairman’s Address – AGM 27 May 2016
4/26/2016 Notice of Annual General Meeting
4/12/2016Change of Address
12/2/2015Key Visit by Algerian Delegation to China
11/6/2015Debt Restructure and Marketing Agreement
11/2/2015Placement raises $3 million
10/1/2015Extension of Debt Facilities
8/18/2015Debt Restructure Agreed with Major Shareholder
8/4/2015Acquisition of strategic land for Bird-in-Hand Project
7/21/2015Termination of Menninnie Dam Joint Venture
7/14/2015Major shareholder converts $16.2 million notes into shares
7/14/2015Appendix 3B
10/11/2013Launches Rights Issues
8/8/2013Secures Finance for High Grade Bird-in-Hand Gold Project
7/19/2013to Acquire High Grade Bird-In-Hand Gold Project
5/3/2013to Commence Arbitration proceedings to resolve differences
4/17/2013announces Board changes
8/1/2011NFC backs Terramin with placement under A$50m Facility
7/29/20112nd Quarter Report 2011
9/10/2008New Aust. zinc mine an early revenue winner for Terramin
8/28/2008June 2008 Interim Financial Accounts
8/14/2008bullish zinc-lead outlook
7/28/2008first concentrates today
7/8/2008New Terramin program eyes several other zinc mines in Algeri...
6/24/2008Successful $16.5 million capital raising to fund ongoing Ter...
6/12/2008-Minotaur announce new Menninnie deal
5/29/2008$16.5 million capital raising for expansion
5/23/2008BROADENS ALGERIAN OPERATIONS
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