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ALDORO RESOURCES LIMITED Capital/Financing Update 2018

Sep 10, 2018

64422_rns_2018-09-10_bb6e86ae-67e7-4c58-9ac8-dabf64c169de.pdf

Capital/Financing Update

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7 September, 2018

CONFIRMATIONS

Aldoro Resources Limited (ACN 622 990 809) ( Company ) provides the following confirmations to satisfy conditions for admission of the Company’s securities to quotation on ASX.

Completion of Public Offer

The Company confirms that all conditions to the offer under the prospectus dated 15 June 2018 ( Prospectus ) ( Public Offer ) have been satisfied and the Company has issued 25,000,000 fully paid ordinary shares ( Shares ) under the Public Offer.

Completion of the acquisition of the Ryan’s Find Project

The Company confirms that all of the conditions precedent to the binding terms sheet dated 29 December 2017 between the Company and Peter Romeo Gianni to acquire E16/489 have been satisfied and not waived and the Company has completed the acquisition.

In accordance with the heads of agreement, as consideration for the acquisition of exploration tenement E16/489, the Company confirms the issue of 625,000 Shares to Peter Gianni (and his nominees).

Issue of initial consideration for acquisition of 80% interest in non-gold ore rights at the Leinster Project

The Company confirms the issue of the 900,000 initial consideration Shares to Jindalee pursuant to the binding heads of agreement dated 7 May 2018 with Jindalee Resources Limited ( Jindalee ) ( Jindalee Agreement ) to acquire an 80% interest to the non-gold ore rights of the tenements comprising the Leinster Project.

No waiver of ASX Listing Rule 7.1 in relation to deferred consideration issued to Jindalee

The Company has not obtained a waiver from ASX Listing Rule 7.1 in relation to the deferred consideration to be issued to Jindalee under the Jindalee Agreement upon the delineation of a JORC Code compliant non-gold mineral resource. In the event of such a delineation Jindalee (or its nominee) will be issued the greater in value of the following:

  • (a) that number of Shares as has a value of $500,000 at a deemed issue price equal to the 5- day volume weighted average price of the Company’s Shares at the date of issue (VWAP); or

  • (b) 1,250,000 Shares.

The effect of not obtaining a waiver of ASX Listing Rule 7.1, is that any Shares issued as consideration to Jindalee upon the delineation of a JORC Code compliant non-gold mineral resource, will be

Suite 2, 1 Altona Street, West Perth WA 6005 E: [email protected] W: aldororesources.com

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deducted from the Company’s 15% placement capacity to issue securities without shareholder approval, or will be subject to shareholder approval.

Issue of initial consideration for acquisition of 80% interest in Karlgarin and Cathedrals Projects

The Company confirms the issue of the initial consideration of 1,000,000 Shares to Blue Ribbon Mines Pty Ltd ( Blue Ribbon ) pursuant to the binding terms sheet dated 4 May 2018 ( Blue Ribbon Agreement ) for the acquisition of an 80% interest in the tenements comprising the Karlgarin and Cathedrals Projects.

ASX Waiver of ASX Listing Rule 7.1 in relation to deferred consideration issued to Blue Ribbon Mines

The Company has obtained a waiver from ASX Listing Rule 7.1 in relation to the 1,000,000 Shares to be issued to Blue Ribbon on the date that any of the Blue Ribbon tenements that are currently under application are granted ( Blue Ribbon Deferred Consideration Shares ). Further information on the tenements under application is set out in sections 3.1.4 and 3.1.5 of the Prospectus.

The waiver is conditional upon the Blue Ribbon Deferred Consideration Shares being issued within 12 months from the date of quotation of the Company’s securities, and allows the Company to issue the Deferred Consideration Shares without reducing the Company’s 15% placement capacity to issue securities without shareholder approval under ASX Listing Rule 7.1.

No impediments

The Company confirms, that there are no legal, regulatory, statutory or contractual impediments to the Company entering E16/489, E36/910 and E36/895 and carrying out exploration 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).

Update on status of tenement applications

A status update on the tenements that are under application and the objections raised against granting those applications has been set out in the table below.

Tenement Status Comment
E77/2502 Application Objection lodged - access agreement currently under
negotiation
E77/2535 Application Two objections lodged - access agreements currently under
negotiation
E36/929 Live Tenement granted on 3 July 2018
E36/930 Application The access agreement has been finalised and objection
withdrawn

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E36/931 Application Objection lodged - access agreement currently under
negotiation
E70/5061 Live Tenement granted on 12 July 2018
E70/5068 Live Tenement granted on 13 July 2018
E29/1029 Application Objection withdrawn
E29/1030 Application Two objections lodged:

One Objection withdrawn

One Objection lodged - Access agreement under review
E29/1031 Application Objection withdrawn
E29/1032 Application Two objections lodged:

Objection withdrawn

Objection - Access agreement under review
E29/1033 Application Objection withdrawn
E29/1035 Application Objection withdrawn

Compliance with Listing Rules

The Company is in compliance with the Listing Rules and in particular Listing Rule 3.1.

For and on behalf of the Board,

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Sarah Smith Company Secretary

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