Metals X : Nickel asset sale - replacement Prospectus

ASX RELEASE

24 NOVEMBER 2021

Nickel Asset Sale - Replacement Prospectus

Further to the letter to shareholders dated 15 November 2021, Metals X Limited (Metals X or the Company)
wishes to advise that a replacement prospectus (Replacement Prospectus) has been lodged with the Australian
Securities and Investments Commission in relation to the demerger of the Company's Nickel asset portfolio by
only
NICO Resources Limited (NICO).
Please find attached the following documents:
use	1. Letter mailed to shareholders that have not registered with the Company's share registry to receive electronic
notices; and
2. Replacement Prospectus lodged by NICO on 23 November 2021 (which is a substitute for the original
prospectus lodged by NICO on 12 November 2021 and which replaces the original prospectus which was
attached to the Metals X Limited Notice of Meeting dated 15 November 2021 and released to ASX on the
same date).
	This announcement has been authorised by the Company Secretary of Metals X Limited
ENQUIRIES
personalFor

Mr Brett Smith

Executive Director

E: [e-mail]

CORPORATE DIRECTORY

Level 5, 197 St Georges Terrace	T [phone]
Perth WA 6000 Australia	E [e-mail]
ASX Code: MLX	ABN 25 110 150 055	www.metalsx.com.au

ASX RELEASE

24 NOVEMBER 2021

only	Nickel Asset Sale - Replacement Prospectus

Dear Shareholders

Further to the letter to shareholders dated 15 November 2021, Metals X Limited (Metals X or the Company) usewishes to advise that a replacement prospectus (Replacement Prospectus) has been lodged with the Australian

Securities and Investments Commission on 23 November 2021 in relation to the demerger of the Company's Nickel asset portfolio by NICO Resources Limited (NICO).

The Replacement Prospectus (which includes an updated Independent Technical Assessment Report) is a substitute to the prospectus lodged by NICO on 12 November 2021 (Original Prospectus), which was attached as Schedule 2 to the Company's notice of meeting and accompanying explanatory memorandum dated 15 November 2021 (Notice of Meeting). Terms not otherwise defined in this letter have the meaning given to them in the Notice of Meeting.

The material differences between the Original Prospectus and the Replacement Prospectus are as follows:

personal	• The Replacement Prospectus includes further information about the Mineral Resources and Ore Reserves
Executive Summary and section 7.2.4 of the Independent Technical Assessment Report).
	in respect of the CMP Project declared in 2016 and the Phase 1 Feasibility Study (P1FS) completed in 2008
	(refer Section 1 of the Replacement Prospectus, 'What are the Company's projects').
	• Additional information has been provided about the review of the P1FS by the author of the Independent
	Technical Assessment Report.
	• The Independent Technical Assessment Report contained in Schedule 3 of the Replacement Prospectus
	contains additional information about the opinion of the author of the Independent Technical Assessment
	Report in respect of the Ore Reserves declared in 2016 and the P1FS completed in 2008 (refer to the

The amendments made by the Replacement Prospectus are not considered materially adverse.

The Company clarifies that based on the P1FS, the CMP Project potential mine life is indicated to be in excess of 30 years (rather than "at least 40 years" as originally disclosed in Schedule 1 of the Notice of Meeting), and in this regard reference should be made to the Replacement Prospectus and the Independent Technical Assessment Report contained in Schedule 3 of the same.

ForAside from the matters noted above, the information contained in the Company's Notice of Meeting otherwise remains correct, including with respect to the time, date, and location of the Company's general meeting the subject of the Notice of Meeting, being 9am (AWST) on 15 December 2021 at Quest South Perth Foreshore, 22 Harper Terrace, South Perth WA 6151.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending physical copies of the Replacement Prospectus to eligible Metals X shareholders who have not previously opted in to receiving electronic copies (unless physical copies are requested).

Instead, a copy of the Replacement Prospectus will be available electronically under the "ASX announcements" section of the Company's website at https://www.metalsx.com.au/asx-announcements/

If you have any difficulties obtaining a copy of the Replacement Prospectus, please contact the Company's Share Registry, Computershare on 1300 850 505 (within Australia) and [phone] (outside Australia).

CORPORATE DIRECTORY

Level 5, 197 St Georges Terrace	T [phone]
Perth WA 6000 Australia	E [e-mail]
ASX Code: MLX	ABN 25 110 150 055	www.metalsx.com.au

This announcement has been authorised by the Board of Directors of Metals X Limited

In order to be able to receive electronic communications by email from the Company in the future, we encourage shareholders to please update your details online at www.computershare.com.au/easyupdate/mlxand log in with your unique shareholder identification number and postcode (or country for overseas residents), that you can find on your personalised proxy form which was enclosed with your Notice of Meeting.

onlySincerely, Peter Gunzberg Chairman

ENQUIRIES useMr Brett Smith

Executive Director

E: [e-mail] personalFor

ASX RELEASE (ASX: MLX)

2

only			ACN 649 817 425
use			REPLACEMENT
Prospectus
personal		INITIAL PUBLIC OFFER
PUBLIC OFFER		PROPOSED ASX CODE: NC1
For an initial public offer of 50,000,000 Shares at a price of $0.20 per Share to raise	IMPORTANT INFORMATION
a minimum of $10,000,000 (Public Offer). At the discretion of the Directors the	This is an important document and requires your immediate attention. It should
Company may accept applications for over-subscriptions to the Public Offer for up
be read in its entirety. Please consult your professional adviser(s) if you have any
to 10,000,000 Shares to raise up to $2,000,000, with a maximum of $12,000,000
questions about this document.
(before costs) to be raised by the issue of 60,000,000 Shares under the Public Offer.
Investment in the Securities offered pursuant to this Prospectus should be
Metals X Limited has agreed to subscribe for 20,000,000 Shares under the Public
regarded as speculative in nature, and investors should be aware that they may
Offer.
	lose some or all of their investment. Refer to Section 4 for a summary of the key
ForDISTRIBUTION OFFER
	risks associated with an investment in the Securities.

For the distribution in specie by Metals X of 25,000,000 Shares on a pro rata basis to Eligible Metals X Shareholders (Distribution Offer). The Distribution Offer is subject to Metals X obtaining Metals X Shareholders' approval of the Distribution at the Metals X General Meeting.

OFFERS CONDITIONAL

The Public Offer and the Distribution Offer (together, the Offers) pursuant to this Prospectus are subject to a number of conditions precedent as outlined in Section

2.3 of this Prospectus.

CLOSE OF PUBLIC OFFER

It is proposed that the Public Offer will close at 5.00pm (WST) on 17 December 2021. The Directors reserve the right to close the Public Offer earlier or to extend the closing dates without notice. Applications must be received before that time.

LEAD MANAGERS

	Marketech Online Trading Pty Ltd
	Authorised representative of
	Sanlam Private Wealth Pty Ltd
AFSL 412765	CAR#: 001293528

	Corporate
only	Directory
DIRECTORS		INDEPENDENT GEOLOGIST
	Mr Rod Corps	Managing Director	CSA Global Pty Ltd
	Mr Warren Hallam	Non-Executive Chairman	Level 2, 3 Ord Street
use	Non-Executive Director	WEST PERTH WA 6005
	Mr Brett Smith

COMPANY SECRETARY	INVESTIGATING ACCOUNTANT
Ms Amanda Burgess	Criterion Audit Pty Ltd
REGISTERED AND PRINCIPAL OFFICE	Suite 2, 642 Newcastle Street
LEEDERVILLE WA 6007

Level 11, 216 St Georges Terrace
PERTH WA 6000
personal
Phone:	[phone]
Email:	[e-mail]
Website:	www.nicoresources.com.au

PROPOSED SECURITIES EXCHANGE LISTING

Australian Securities Exchange (ASX)

Proposed ASX Code: NC1

SHARE REGISTRY*

Computershare Investor Services Pty Limited

Level 11, 172 St Georges Terrace

PERTH WA 6000

ForAUDITOR*

Criterion Audit Pty Ltd

Suite 2, 642 Newcastle Street

LEEDERVILLE WA 6007

SOLICITORS

Blackwall Legal LLP

Level 26, 140 St Georges Terrace

PERTH WA 6000

LEAD MANAGERS

Blue Ocean Equities Pty Ltd

AFSL 412765

Level 29 Aurora Place

88 Phillip Street

SYDNEY NSW 2000

Marketech Online Trading Pty Ltd

Authorised Representative of Sanlam Private Wealth Pty Ltd CAR#:001293528

Level 5, 197 St Georges Terrace

PERTH WA 6000

* These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.