ABX GROUP LIMITED — Capital/Financing Update 2024

Dec 19, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

ABX GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

20/12/2024

The Proposed issue is:

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
New class-code to be	Convertible Note	1,800,000
confirmed
New class-code to be	3 YEAR OPTION 8 CENTS	21,600,000
confirmed

Proposed +issue date 30/12/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ABX GROUP 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

139494885

1.3 ASX issuer code

ABX

1.4 The announcement is

New announcement

1.5 Date of this announcement

20/12/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 7/2/2025 Estimated No

Comments

The issue of 370,000 Notes referred to in this document under Tranche 1 of the placement will be issued under the Company's existing placement capacity. Security holder approval is required for the issue of 1,430,000 Notes and all 21,600,000 attaching securities as referred to in the ASX Announcement.

Part 7B - Issue details

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

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

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

+Security type

+Convertible debt securities

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Appendix 3B - Proposed issue of securities

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Number of +securities proposed to be issued

1,800,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 1.00000

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

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible note or bond
+Security currency	Face value
AUD - Australian Dollar	AUD 1.0000
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Annual
	30/6/2025
Interest rate per annum	Is the interest rate per annum
12.00000 %	estimated at this time? No

s128F of the Income Tax Assessment Act status applicable to the +security s128F exemption status unknown Is the +security perpetual (ie. no Maturity date maturity date)? 31/12/2026 No Select other features applicable to the +security Redeemable Subordinated Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

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Appendix 3B - Proposed issue of securities

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Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

ABX : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

The lower of:

1. Conversion at a fixed price of A$0.04 (Twenty-five ABX Shares per note); and

2. a 15% discount to the 15-day VWAP immediately prior to conversion, subject to a floor price of $0.01.

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.

https://abxgroup.com.au/announcements

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 do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed 3 YEAR OPTION 8 CENTS

+Security type

Options

Number of +securities proposed to be issued

21,600,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

N/A - these are free attaching unlisted options - 12 to be issued for each note issued under the Placement.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.0000001

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

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Appendix 3B - Proposed issue of securities

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Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0800 14/2/2028

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. https://abxgroup.com.au/announcements

Part 7C - Timetable

7C.1 Proposed +issue date

30/12/2024

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? 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?

370,000 Notes

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)? No

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

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Appendix 3B - Proposed issue of securities

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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?

Sequoia Corporate Finance Pty Ltd and GBA Capital Pty Ltd

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

The Lead Managers will receive a fee of 6% (plus GST) of the Aggregate Consideration (excluding where funds raised come as a result of introductions from the Company, which will result the Lead Managers receiving the selling fee of 1% each). This comprises a 1.0% management fee payable to each of the JLMs, as well as a 4.0% selling fee, and up to 20,000,000 Broker Options (with the allocation to be determined between each JLM). The Broker Options will have the same terms as those issued to investors under the Placement, featuring an exercise price of $0.08 (8.0 cents) with an expiry date of 36 months from the date of issue. The Broker Options will be subject to shareholder approval.

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 N/A

Part 7F - Further Information

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

Continued development of the Deep Leads Rare Earths Project, ALCORE pilot plant construction, working capital, and Placement costs.

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

N/A

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