19 October 2015

SECTION 708A NOTICE

Metals X Limited (Company) advises that 18,000,000 fully paid ordinary shares (Shares) have been allotted and issued on 19 October 2015 as consideration for acquisition of the Grosvenor Gold Project (as announced on 31 July 2015). The issued Shares are quoted on the Australian Securities Exchange Limited. A completed Appendix 3B in respect of the Shares was is attached.

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

1. the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2. as at the date of this notice, has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company and Section 674 of the Corporations Act; and

3. As at the date of this notice, there is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act which is required to be disclosed by the Company.

Fiona Van Maanen

CFO & Company Secretary

Level 3, 18-32 Parliament Place, West Perth WA 6005 ●PO Box 1959 West Perth WA 6872

Telephone: +61 8 9220 5700 ●Facsimile: +61 8 9220 5757 ●Email: [email protected] ●Web: www.metalsx.com.au

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

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. Number and +class of all

   +securities not quoted on ASX (including the securities in section 2 if applicable)

   
   

   There has been no change to Metals X Limited's dividend policy.

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

   
   

   Part 2 - Bonus issue or 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 issue 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 prospectus or Product Disclosure Statement 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 of their entitlements (except by sale through a broker)?
   33	+Despatch 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)

   
   

3. Number of securities for which

   +quotation is sought

   
   

4. Class of +securities for which quotation is sought

   
   

5. Do the +securities rank equally in all respects from the date of allotment 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

     
     

6. Reason for request for quotation now

   Example: In the case of restricted securities, end of restriction period

   Number	+Class

   (if issued upon conversion of another security, clearly identify that other security)

   
   

7. 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.




1. 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.

     
     

   • 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.

     
     

2. 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.

   
   

3. We give ASX the information and documents required by this form. If any information or document not available now, 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:	Fiona Van Maanen (Director/Company secretary)	Date: 19 October 2015
Print name:	FIONA VAN MAANEN




== == == == ==

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for

+eligible entities

Introduced 01/08/12




N/A