Metals X : Appendix 3A.5

For personal use only

This appendix is not available as an online form
Please fill in and submit as a PDF announcement	+Rule 3.10.1(c)

Appendix 3A.5

Notification of return of capital by way of in specie

distribution of +securities in another entity

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.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Note: This form assumes the entity is an Australian company undertaking a return of capital that is regulated by section 256C of the Corporations Act. It the entity is not an Australian company, it should use the Word version of this form, rather than the online version, and adjust it as necessary.

If the entity is paying a cash dividend at the same time as the return of capital, it must also lodge an Appendix 3A.1 - notification of dividend / distribution.

Part 1 - Entity and announcement details

	Question	Question	Answer
	no
	1.1	*Name of entity	Metals X Limited
	1.2	*Registration type and number	ABN 25 110 150 055
		One of ABN/ARSN/ARBN/ACN or other registration
		type and number (if "other" please specify what type
		of registration number has been provided).
	1.3	*ASX issuer code	MLX
	1.4	*The announcement is	☐ A new announcement
		Select whichever is applicable.	☒ An update/correction to a previous
			announcement
			☐ A cancellation of a previous
			announcement
	1.4a	*Reason for update	Updates with respect to approvals and to
		Answer this question if your response to Q 1.4 is "An	timetable
		update/correction to a previous announcement".
	1.4b	*Date of previous announcement to this	21 December 2021
		update
		Answer this question if your response to Q 1.4 is "An
		update/correction to a previous announcement".
	1.4c	*Reason for cancellation	Not applicable
		Answer this question if your response to Q 1.4 is "A
		cancellation of a previous announcement".
	1.4d	*Date of previous announcement to this	Not applicable
		cancellation
		Answer this question if your response to Q 1.4 is "A
		cancellation of a previous announcement".
	1.5	*Date of this announcement	24 December 2021
		The date of lodgement of the form by the entity via
		ASX Online.
	1.6	*Applicable ASX +security code and	MLX - Fully paid ordinary shares
		description for return of capital
		Please advise the security to which the notification
		applies. Only one security can be advised for each
		form. Consequent changes to option pricing are
		covered in later parts of this form.

+See chapter 19 for defined terms
5 June 2021	Page 1

	This appendix is not available as an online form		Appendix 3A.5
				Notification of return of capital by way of in
			specie distribution of +securities in another entity
		1.7	*Does the entity making the return of		No
only			capital have quoted options on issue
		If you respond "Yes" to this question, you will need
		to answer Q3.2a, 3.3b, 3.5a, 3.6a, 3.7a, 3.8a, 4.5-
		4.5b and 4.6-4.6c.
	1.8	*Is the return of capital a selective		No
		reduction of capital
		If you respond "Yes" to this question, you will need
		to answer Q3.1a and 3.1b.
	1.9	*Is the entity whose +securities are being		No
		distributed in the return of capital currently
use			listed on ASX
		If you respond "Yes" to this question, you will need
		to answer Q3.3a, 3.5, 3.6, 3.7, 3.8 and 4.1a-b.
		If you respond "No" to this question, you will need to
		answer Q1.10 and 4.1c-f
	1.10	*Is the entity whose +securities are being		Yes
		distributed in the return of capital
		proposing to list on ASX
		Answer this question if your response to Q1.9 is
personalFor			"No".
		If you respond "Yes" to this question, you will need
		to answer Q3.3a, 3.5, 3.6, 3.7, 3.8 and 4.1c-f.

+See chapter 19 for defined terms
5 June 2021	Page 2

This appendix is not available as an online formAppendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

Part 2 - Conditions

only	Question	Question		Answer
No.
	2.1	*Do any external approvals need to be	Yes
		obtained or other conditions satisfied before
		the return of capital can proceed on an
		unconditional basis?
		For example this could include:
		•	+Security holder approval
use		•	Court approval
	• Lodgement of court order with +ASIC
	•	ACCC approval
		•	FIRB approval
		• Another approval/condition external to the
			entity required to be given/met before
			business day 0 of the timetable for the
			return of capital.
		If any of the above approvals apply to the return of
personal		capital they must be obtained before business day 0 of
	the Appendix 7A, section 9 timetable.
	The purpose of the question is to confirm that relevant
	approvals are received prior to ASX establishing an ex
	market in the +securities. If the entity wishes to
	disclose approvals or conditions which are to be
	resolved at a later date it should use Part 5 "Further
	information".
2.2	Approvals
	Answer this question if your response to Q2.1 is "Yes".
	Note: This question refers only to events which take place before business day 0 of the Appendix 7A, section 9
	timetable. The purpose of the question is to confirm that relevant approvals are received prior to ASX establishing an
	ex market in the securities. If the entity wishes to disclose approvals or conditions which are to be resolved at a later
	date it should use Part 5 "Further information".
*Approval/			*Date for		*Is the date	**Approval received/	Comments
condition Type		determination		estimated or	condition met?
Select the applicable		The 'date for		actual?	Please respond "Yes" or "No".
approval/condition		determination' is the			Only answer this question
from the list (ignore		date that you expect to			when you know the outcome
those that are not		know if the approval is			of the approval. If you lodge
applicable). More than	given or condition is			this form before the outcome
one approval/condition	satisfied (for example,			of the approval is known, you
For	can be selected.		the date of the security			will need to lodge an updated
			holder meeting in the			Appendix 3A.5 showing that all
			case of security holder			required approvals have been
				approval or the date of			obtained and conditions have
				the court hearing in			been met prior to business
				the case of court			day 0 in the Appendix 7A
				approval).			section 9 timetable.
	+Security holder		15 December		☐		Shareholder
	approval			2021			approval received
				Estimated
							at the Company's
						OR
							Extraordinary
						☒		General Meeting on
							15 December 2021
						Actual

+See chapter 19 for defined terms
5 June 2021	Page 3

		This appendix is not available as an online form			Appendix 3A.5
					Notification of return of capital by way of in
				specie distribution of +securities in another entity
		Court approval		☐		Yes or No
				Estimated
only				OR
			☐
				☐
				Actual
		Lodgement of		☐		Yes or No
		court order with		Estimated
		+ASIC
			OR
use				Actual
	ACCC approval		☐		Yes or No
				Estimated
				OR
				☐
				Actual
personal		FIRB approval	1 December 2021	☐			The Foreign
					Investment Review
			Estimated
					Board has notified
			OR
						MLX under the
				☒			Foreign
						Acquisitions and
				Actual
						Takeovers Act
							1975 (Cth) that the
							Treasurer has no
							objections to the
							transactions
							contemplated by
							the share sale
							agreement
							(including the in-
							specie distribution)
							proceeding.
		Other (please	4 January 2022	☒			It is a condition to
		specify in				the in-specie
			Estimated
		comment section)				distribution that
			OR
For						conditional listing
			☐			approval is
					received for NICO
			Actual
						(NC1) to list on
							ASX on the basis of
							planned completion
							of the IPO and the
							share sale
							agreement
							between NC1 and
							MLX dated 3
							November 2021.

+See chapter 19 for defined terms
5 June 2021	Page 4

For personal use only

This appendix is not available as an online formAppendix 3A.5 Notification of return of capital by way of in specie distribution of +securities in another entity

Part 3 - Return of capital timetable and details

	Question	Question	Answer
	No.
	3.1	*+Record date	10 January 2022
		Last day for entity to register transfers on a pre-return
		of capital basis.
		The record date must be at least four business days from the current
		date. The record date is business day 3 in the Appendix 7A, section
		9 timetable. This is three business days after the effective date
		(Q3.1a).
		Please note that the record date and the date that trading in the re-
		organised securities on an "ex return of capital" basis commences
		(Q3.3) cannot be changed (even to postpone or cancel them) any
		later than 12 noon Sydney time on the day before the previously
		advised date that trading in the re-organised securities on an "ex
		return of capital" basis commences (Q3.3).
	3.1a	*Date of lodgement of +security holder resolution	21 December 2021
		approving the return of capital with +ASIC	☐	Estimated
		Answer this question if your response to Q1.8 is "Yes".
		Please provide the actual or estimated date that the security holder	OR
		resolution approving the return of capital has been or will be lodged	☒	Actual
		with ASIC under section 256C(3) of the Corporations Act).
		If an estimated date is provided, please provide the actual date by
		way of an update to this form when the resolution has been lodged
		with ASIC.
		This lodgement must occur before business day 0 of the Appendix
		7A, section 9 timetable.
	3.1b	*Date that is fourteen days after the date of lodgement
		of +security holder resolution approving the capital	☐	Estimated
		return with +ASIC
		Answer this question if your response to Q1.8 is "Yes".	OR
		Note this is the earliest date that the entity can make the return of	☐	Actual
		capital under section 256C(3) of the Corporations Act.
		If an estimated date is provided, please provide the actual date by
		way of an update to this form when the resolution has been lodged
		with ASIC.
	3.1c	*Effective date of the return of capital	5 January 2022
		In the case of an equal reduction, not earlier than the day after the
		resolution approving the return of capital and, in the case of a
		selective reduction, not earlier than 14 days after the date of
		lodgement of a copy of the resolution approving the return of capital
		with ASIC.
	3.2	*Last day for trading in "cum return of capital"	6 January 2022
		+securities
		This is business day 1 in the Appendix 7A, section 9 timetable, two
		business days before the record date, and one business day after the
		effective date.
	3.2a	Last day for trading in pre-return of capital quoted	N/A
		options.
		Answer this question if your response to Q1.7 is "Yes".
		Note: if the entity has quoted options in which case the exercise price
		will change and new holding statements will be issued to option
		holders
		This is business day 1 in the Appendix 7A, section 9 timetable, two
		business days before the record date, and one business day after the
		effective date.
+See chapter 19 for defined terms
5 June 2021			Page 5