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

Not applicable

Answer this question if your response to Q 1.4 is "An

update/correction to a previous announcement".

1.4b

*Date of previous announcement to this

Not applicable

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

15 November 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

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 2 - Conditions

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

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

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

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

It is a condition to

approval

2021

the in-specie

Estimated

distribution that

OR

shareholder

approval of the in-

specie distribution

Actual

is received.

+See chapter 19 for defined terms

5 June 2021

Page 3

For personal use only

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

OR

Actual

Lodgement of

Yes or No

court order with

Estimated

+ASIC

OR

Actual

ACCC approval

Yes or No

Estimated

OR

Actual

FIRB approval

15 December

It is a condition to

2021

the in-specie

Estimated

distribution that the

OR

Foreign Investment

Review Board

notifying MLX

Actual

under the Foreign

Acquisitions and

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

15 December

It is a condition to

specify in

2021

the in-specie

Estimated

comment section)

distribution that

OR

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 NLR and

MLX dated 3

November 2021.

+See chapter 19 for defined terms

5 June 2021

Page 4

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

For personal use only

+See chapter 19 for defined terms

5 June 2021

Page 5

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Metals X Limited published this content on 15 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 November 2021 03:49:03 UTC.