ABX GROUP LIMITED — Capital/Financing Update 2021

May 23, 2021

Proposed issue of securities

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Announcement Summary

Entity name

AUSTRALIAN BAUXITE LIMITED.

Announcement Type

New announcement

Date of this announcement

Monday May 24, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Option	3,803,400
ABX	ORDINARY FULLY PAID	32,500,000

Proposed +issue date

Friday May 28, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

AUSTRALIAN BAUXITE LIMITED.

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

139494885

1.3 ASX issuer code

ABX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday May 24, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Wednesday July 7, 2021 Estimated

Comments

Securities to be issued outside existing LR 7.1 and LR 7.1A capacity and to directors will be considered at the AGM.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

ABX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

32,500,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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Proposed issue of securities
In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 0.10000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Option No Yes	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Option No Yes
New class-code to be confirmed	Option

+Security type

Options Number of +securities proposed to be issued 3,803,400

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar

AUD 0.00001

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.1000 Wednesday May 31, 2023

Details of the type of +security that will be issued if the option is exercised ABX : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:ABX)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

To be provided by seperate announcement.

Part 7C - Timetable

7C.1 Proposed +issue date

Friday May 28, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

16,923,382 FPO Shares 5,534,000 Options

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

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7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

14,576,618 FPO Shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

Having considered the quantum of the issue and appetite of shareholders to invest, as well as the time required and expense to conduct a pro rata issue or an offer under a security purchase plan, the directors considered a placement to s708 investors more appropriate on this occasion.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

CPS Capital

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

CPS Capital will receive 2%, plus GST, where applicable, of the aggregate issue price of all New Shares issued. CPS Capital will receive 5%, plus GST, where applicable, of the aggregate issue price of all New Shares placed by CPS. Out of these funds CPS Capital can pay up to 4%, plus GST, to other AFSL licensees who participate in the offer.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

No other material fees or costs are to be incurred.

Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

Development Alcore pilot plant by end 2021, Further study and drilling of REE and Fingal Rail Development in addition to working capital

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

No.

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