Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme BRAINCHIP HOLDINGS LIMITED (formerly Aziana Limited)

ACN/ARSN 151 159 812

1. Details of substantial holder (1)

Name METALS X LIMITED ('METALS X') and its related bodies corporate listed in 'Annexure A' to this notice ('Metals X Group Entities')

ACN (if applicable) 110 150055

The total number of votes attached to all the voting shares in the company or voting interest in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

1. Changes in relevant interests

   
   

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

   
   

   Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   10/09/15	Metals X Limited and each Metals X Group Entity	Issue of 415,083,209 shares resulting in dilution of relevant interest	N/A	N/A	N/A
   10/09/15	Metals X Limited and each Metals X Group Entity	Issue of 10,894,951 shares pursuant to placement	$1,710,507.25	Ordinary shares 10,894,951	10,894,951
   24/08/15	Metals X Limited and each Metals X Group Entity	Issue of 13,161,644 shares upon conversion of loan	$263,323.88	Ordinary shares 13,161,644	13,161,644
   31/03/15 - 26/06/15	Metals X Limited and each Metals X Group Entity	Issue of 5,475,700 shares resulting in dilution of relevant interest	N/A	N/A	N/A

   
   

2. Present relevant interests

   
   

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   
   

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   Metals X Limited and each Metals X Group Entity	Metals X Limited and each Metals X Group Entity	Metals X Limited and each Metals X Group Entity	Beneficial owner	Ordinary shares 52,085,595	52,085,595

   
   

   
   

3. Changes in association

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

   
   

   Name and ACN (if applicable)	Nature of association

   
   

4. Addresses

The addresses of persons named in this form are as follows:

Signature

print name Fiona Van Maanen capacity Company Secretary

sign here date 14/09/2015

DIRECTIONS

(1)

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an

equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

(2)

See the definition of 'associate' in section 9 of the Corporations Act 2001.

(3)

See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Act 2001.

(4)

The voting shares of a company constitute one class unless divided into separate classes.

(5)

The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6)

Include details of:

(a)

(b)

any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any

document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of 'relevant agreement' in section 9 of the Corporations Act 2001.

(7)

Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become

entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8)

If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write 'unknown'.

(9)

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure 'A'

This Annexure 'A' of 1 page referred to in the Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 14 September 2015.

Signed: Fiona Van Maanen

The following bodies corporate are related bodies corporate of Metals X Limited:

1. Metals Exploration Pty Ltd (ACN 005 483 009);

2. Bluestone Australia Pty Ltd (ACN 108 490 820);

3. Bluestone Mines Tasmania Pty Ltd (ACN 108 492 628);

4. Metex Nickel Pty Ltd (ACN 108 243 358);

5. Hinckley Range Pty Ltd (ACN 052 098 496);

6. Austral Nickel Pty Ltd (ACN 092 816 558);

7. Westgold Resources Pty Ltd (ACN 009 260 306);

8. Aragon Resources Pty Ltd (ACN 114 74 662);

9. Castile Resources Pty Ltd (ACN 124 314 085);

10. Big Bell Gold Operations Pty Ltd (ACN 090 642 809);

11. Hill 51 Pty Ltd (ACN 147 473 970);

1. Avoca Resources Pty Ltd (ACN 097 083 282);

2. Avoca Mining Pty Ltd (ACN 108 547 217);

3. HBJ Minerals Pty Ltd (ACN 127 026 519);

4. Dioro Exploration Pty Ltd (ACN 009 271 532);

5. Hampton gold Mining Areas Limited (ARBN 009 473 054)