Neometals : Grant of Performance Rights and Appendix 3B

3 October 2017

Company Announcements Office ASX Limited

Via Electronic Lodgement Dear Sirs

Grant of Performance Rights

The Company has today granted a total of 1,214,027 Performance Rights to eligible executives and employees pursuant to their employment agreements and direction of the Board.

The majority of the Performance Rights totalling 814,027, may vest on 30 June 2020 or 31 December 2020 on the satisfaction of certain performance conditions, based on the Company's relative and absolute total shareholder return performance and percentile ranking relative to comparator companies and overall business plan performance. The remaining 400,000 Performance Rights granted to employees may vest on 30 June 2017 or 30 June 2018 subject to certain retention and performance vesting conditions.

These Performance Rights have been issued pursuant to a new Performance Rights Plan (PRP) adopted by the Company. The new PRP was amended and updated to better reflect contemporary trends in corporate governance practice (particularly concerning extending vesting dates and more rigour as to vesting threshold criteria) and to allow for the participation of Non‐Executive Directors (subject to shareholder approval). The amended PRP is being presented to Shareholders for approval at the 2017 Annual General Meeting.

An Appendix 3B is attached. Yours faithfully

Jason Carone

COMPANY SECRETARY

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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, 04/03/13

Name of entity

Neometals Ltd

ABN

89 099 116 631

We (the entity) give ASX the following information.

You must complete the relevant sections (attach sheets if there is not enough space).

Employee Performance Rights

1 +Class of +securities issued or to be issued

1,214,027

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   Employee Performance Rights granted pursuant to the new Neometals Ltd Performance Rights Plan.

2. Principal terms of the

   +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if

   +convertible securities, the conversion price and dates for conversion)

   + See chapter 19 for defined terms.

   04/03/2013 Appendix 3B Page 1

   Appendix 3B New issue announcement

   No, but upon satisfaction of vesting criteria, the holders will be entitled to be issued fully paid ordinary shares for each Performance Right held and those new shares will rank equally in all respects from the date of allotment with the fully paid ordinary shares in Neometals Ltd currently on issue.

3. Do the +securities rank equally in all respects from the +issue date 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

     Nil cash consideration.

4. Issue price or consideration

   Issue of Performance Rights to employees pursuant to the new Neometals Ltd Performance Rights Plan.

5. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

No

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

N/A

6b The date the security holder resolution under rule 7.1A was passed

N/A

6c Number of +securities issued without security holder approval under rule 7.1

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

N/A

6d Number of +securities issued with security holder approval under rule 7.1A

N/A

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f Number of +securities issued under an exception in rule 7.2

N/A

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values.

Include the source of the VWAP calculation.

N/A

6h If +securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

3 October 2017

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3