AIC MINES LIMITED — Capital/Financing Update 2021

Nov 2, 2021

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Pre-Quotation Disclosure

AIC Mines Limited ACN 060 156 452 ( Company ) makes the following disclosures in accordance with ASX's conditions for reinstatement.

Capitalised terms not defined have the meaning given in the Company's prospectus dated 27 September 2021 ( Prospectus ).

1. Conditions of the Offers

The Company confirms that the conditions of the Offers, being the following, have been satisfied:

• (a) the Mine Sale Agreement is unconditional;

• (b) the Company has raised the Minimum Subscription under the Offer; and

• (c) ASX has provided the Company with a list of conditions on terms acceptable to the Company which will result in Reinstatement.

Confirmation of issue of securities

The Company confirms the issue of:

• (a) 160,000,000 Shares at an issue price of $0.25 each to raise $40,000,000;

• (b) 80,000,000 Consideration Shares to FMR pursuant to the Consideration Offer and summarised at Section 2.3 of the Prospectus.

3.

Updated Statement of Commitment

The following table shows the intended use of funds following Reinstatement based upon the actual amount of funds raised under the Prospectus, being the Maximum Subscription, and the Company’s cash at bank as at 21 September 2021 of $3,900,000:

Use of funds	Maximum Subscription	Maximum Subscription
	$	%
Acquisition Completion Payment	5,000,000	11.4%
Financial Assurances (Eloise Environmental Bond)1	6,800,000	15.4%
Exploration Expenditure - Eloise2	6,000,000	13.7%
Exploration Expenditure - Lamil and Marymia	7,600,000	17.3%
Fees and Costs (Eloise Acquisition and Offer)	3,800,000	8.7%
Working Capital3	14,700,000	33.5%
Total Funds Allocated	43,900,000	100%

1. FMR has lodged bonds with the State of Queensland amounting to $6,799,000 in relation to the Eloise Mine tenements. AIC will need to replace these bonds.

2. AIC is planning to increase both surface and underground drilling at Eloise targeting extensions to the known resource areas and the discovery of new satellite lodes within the Eloise Mine tenements.

3. If required to be paid, the Eloise Contingent Payment will be funded from cashflow from the Eloise Mine or Working Capital.

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4. Company's Capital Structure

The Company's current capital structure at the date of this disclosure is as follows:

(a) Shares:

	Shares
Existing Shares	68,715,018
Offer Shares	160,000,000
Consideration Shares	80,000,000
Total Shares	308,715,018

• (b) Performance Incentives : 7,150,000 Performance Incentives of which only 4,000,000 are vested, comprised of the following:

Number	Vesting Term	Vesting Condition	Vesting Status	Holder
2,000,000	11 February 2021	AIC 60-day VWAP is $0.30 or more	Vested 3 August 2019	A Colleran
2,000,000	11 February 2022	AIC 60-day VWAP is $0.40 or more	Vested 26 August 2019	A Colleran
250,000	4 October 2022	AIC 60-day VWAP is $0.60 or more	Unvested	M Fallon
2,000,000	11 February 2023	AIC 60-day VWAP is $0.60 or more	Unvested	A Colleran
650,000	1 December 2023	AIC 60-day VWAP is $0.60 or more	Unvested	A Colleran (500,000) M Fallon (100,000) M Eisenlohr (50,000)
250,000	30 July 2024	AIC 60-day VWAP is $0.60 or more	Unvested	M Taylor

5. Terms of Waivers

The Company confirms that:

• (a) ASX granted the Company a waiver from Listing Rule 10.13.5 to the extent necessary to permit the Related Party Shares to be issued later than 1 month after the date on which the issue of the Related Party Shares was approved at a meeting of the Company's ordinary security holders, subject to the following conditions:

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• (i) the Related Party Shares were issued by no later than the date that the Capital Raising Shares were issued which must be no later than 3 months after the date of the shareholder meeting;

• (ii) the Related Party Shares were issued pursuant to the relevant terms and conditions set out in the Notice;

• (iii) the circumstances of the Company, as determined by the ASX, have not materially changed since the Company's shareholders approved the issue of the Related Party Shares; and

• (iv) the terms of the waiver are clearly disclosed in the Notice and in the Prospectus to be issued in respect of the Capital Raising.

• (b) ASX granted the Company a waiver from Listing Rule 1.1, condition 12, to the extent necessary to permit the Company to have on issue 7,150,000 performance rights with a nil exercise price on the condition that the material terms and conditions of the Performance Rights are clearly disclosed as pre-reinstatement disclosure.

6. Conditions Precedent

The Company confirms that completion has occurred under the Mine Sale Agreement. The Company confirms that all Conditions Precedent pursuant to the Mine Sale Agreement have been satisfied and confirms the issue of the Consideration Shares to FMR and that payment of the cash consideration amount of $5 million (as adjusted in accordance with the Mine Sale Agreement) has been made to FMR.

7. Impediments

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to AIC entering any of its tenements including those that form the Eloise Copper Mine, and carrying out its proposed activities, such that the Company will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

By order of the Board

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Aaron Colleran Managing Director AIC Mines Limited

2 November 2021

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