Niuminco : Appendix 3B

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

Name of entity

NIUMINCO GROUP LIMITED

ABN

44 009 163 919

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	+Class of +securities issued or to be issued	Ordinary Fully Paid Shares
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	565,323,010 ordinary shares
3	Principal terms of the +securities (eg, 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)	Ordinary shares - fully paid

4	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	Yes
5	Issue price or consideration	0.2 cent per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To provide working capital
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	Yes
6b	The date the security holder resolution under rule 7.1A was passed	26 November 2014
6c	Number of +securities issued without security holder approval under rule 7.1	-
6d	Number of +securities issued with security holder approval under rule 7.1A	-
6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	-

6f	Number of securities issued under an exception in rule 7.2	-
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.	-
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	-
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	7.1 127,197,677 7.1A 84,798,451
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	27 November 2015
Number	+Class
8	Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	1,413,307,525	Fully Paid Ordinary shares

Number	+Class
-

1. Number and +class of all

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

   Full entitlement to future dividends

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?	No
12	Is the issue renounceable or non- renounceable?	Non-Renounceable
13	Ratio in which the +securities will be offered	2 for 3
14	+Class of +securities to which the offer relates	Ordinary shares
15	+Record date to determine entitlements	9 November 2015
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Yes
17	Policy for deciding entitlements in relation to fractions	Rounded up to nearest whole share
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.	Monaco, Fiji, USA, Andorra, Guernsey, Arab Emirates, Ireland, Bahamas, Philippines, Jordan, China, UK
19	Closing date for receipt of acceptances or renunciations	23 November 2015
20	Names of any underwriters	Australian Metals Group Limited
21	Amount of any underwriting fee or commission	5%+GST
22	Names of any brokers to the issue	Ascot Securities Pty Limited
23	Fee or commission payable to the broker to the issue	$6,000