ALCHEMY RESOURCES LIMITED — Capital/Financing Update 2020

Aug 10, 2020

Proposed issue of securities

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Announcement Summary

Entity name

ALCHEMY RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday August 11, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Unlisted options exercisable at $0.03 on or before 30	13,763,109
	September 2020.
ALY	ORDINARY FULLY PAID	55,052,435

Ex date

Friday August 14, 2020

+Record date

Monday August 17, 2020

Offer closing date

Friday September 4, 2020

Issue date

Friday September 11, 2020

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	Options exercisable at $0.03 on or before 30 September	19,666,667
	2022

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Proposed issue of securities

ORDINARY FULLY PAID

ALY

66,666,667

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Proposed +issue date

Tuesday August 18, 2020

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

ALCHEMY RESOURCES 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

Registration Number

ACN 124444122

1.3 ASX issuer code

ALY

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday August 11, 2020

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

ALY : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

ALY : ORDINARY FULLY PAID

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

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

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Proposed issue of securities
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	10
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded down to the nearest	55,052,435
whole number or fractions disregarded
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.01500

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Eligible Shareholders may apply for Securities under the Shortfall Offer subject to such Applications being received by the Closing Date.

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Refer to Section 1.2 (b) of the Prospectus.

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)

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Details of attaching +securities proposed to be issued

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

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

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	Unlisted options exercisable at $0.03 on or before 30
	September 2020.

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	4
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded down to the nearest whole number or	(subject to rounding)
fractions disregarded	13,763,109
Offer price details for retail security holders
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.00000
AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Eligible Shareholders may apply for Securities under the Shortfall Offer subject to such Applications being received by the Closing Date.

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Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Refer to Section 1.2 (b) of the Prospectus.

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

Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.0300

Expiry date Friday September 30, 2022

Details of the type of +security that will be issued if the option is exercised

ALY : ORDINARY FULLY PAID

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

13763109

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.

Refer Prospectus lodged with ASX on 11 August 2020

Part 3C - Timetable

3C.1 +Record date

Monday August 17, 2020

3C.2 Ex date

Friday August 14, 2020

3C.4 Record date

Monday August 17, 2020

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Thursday August 20, 2020

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3C.6 Offer closing date Friday September 4, 2020

3C.7 Last day to extend the offer closing date Tuesday September 1, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis Monday September 7, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Wednesday September 9, 2020

3C.11 +Issue date

Friday September 11, 2020

3C.12 Date trading starts on a normal T+2 basis

Monday September 14, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Wednesday September 16, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Veritas Securities Limited

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

A management fee of 2% plus a selling fee of 4% for the placement of any shortfall shares under the non-renounceable offer.

3E.2 Is the proposed offer to be underwritten? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds raised will be used primarily to fund drilling activities within the Overflow and Yellow Mountain Gold-Base Metal projects (NSW) and the Karonie Gold Project (WA), as well as for general working capital and the costs of the Offers.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

All jurisdictions outside Australia and New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.alchemyresources.com.au

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

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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

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No

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

ALY : ORDINARY FULLY PAID

Number of +securities proposed to be issued

66,666,667

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 0.01500

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

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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? No

Will the entity be seeking quotation of the 'new' class of +securities on ASX? No

ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.03 on or before 30 September 2022

+Security type

Options

Number of +securities proposed to be issued

19,666,667

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

16,666,667 Placement Options issued on the basis of 1 Option for every 4 Shares subscribed for in the Placement plus 3,000,000 Lead Manager Options.

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

0.009800

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

Options details

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+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.0300 Friday September 30, 2022

Details of the type of +security that will be issued if the option is exercised

ALY : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised 19,666,667

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.

Refer prospectus lodged with ASX on 12 August 2022

Part 7C - Timetable

7C.1 Proposed +issue date

Tuesday August 18, 2020

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?

11,614,232 Placement Shares; 16,666,667 Placement Options; and 3,000,000 Broker Options (All Options exercisable at $0.03 on or before 30 September 2020)

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

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?

55,052,435 Placement Shares

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7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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?

Veritas Securities Limited

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

A management fee of 2% plus a selling fee of 4% for raised plus under the Placement and 3,000,000 Lead Manager Options for a nil issue price exercisable at $0.03 each and expiring on 30 September 2022.

7E.2 Is the proposed issue to be underwritten?

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No

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

Part 7F - Further Information

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

Funds raised will be used primarily to fund drilling activities within the Overflow and Yellow Mountain Gold-Base Metal projects (NSW) and the Karonie Gold Project (WA), as well as for general working capital and the costs of the Offers.

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

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