ALDORO RESOURCES LIMITED — Capital/Financing Update 2021

May 25, 2021

ASX and Media Release

26 May 2021

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ALDORO TO DIVEST GOLD PROJECTS VIA PRIORITY IPO SPIN OUT

• Aldoro proposes to divest its portfolio of gold assets via a spin out of the Penny South Gold Project, the Ryans Find Project and the Unaly Hill South Project (the Projects ) through the listing on the ASX of its wholly owned subsidiary, Aurum Resources Limited ( Aurum ).

• Aurum to raise up to $5 million to fund exploration programs on the Projects.

• Aldoro shareholders will hold priority entitlement right to subscribe to Aurum’s IPO.

• Listing enterprise value of $1.2m (before costs) providing unprecedented leverage to the Youanmi and Mt Dimmer gold fairways versus listed peers who have recently undertaken successful gold drilling programs.

• Aldoro to retain approximately 16.67% of Aurum in addition to receiving reimbursement of past costs, delivering increased shareholder value for Aldoro shareholders.

• Aldoro will maintain an EV metal heading and focus on exploring its highly prospective Narndee Nickel-PGE and Windimurra Lithium projects.

Aldoro Resources Limited ( Aldoro ) is pleased to announce its proposed non-standard partial spin out ( Spin Out ) and initial public offering ( IPO ) of Aurum, its wholly owned subsidiary.

The Spin Out and related IPO will facilitate the fast-tracking of exploration and possible development of the Penny South Gold Project, the Ryans Find Project and the Unaly Hill South Projects. With Aurum focussed solely on development of the Projects, Aldoro will focus on exploring its highly prospective Narndee and Windimurra projects, including the upcoming maiden drilling program announced on 14 May 2021. Aldoro will retain a significant shareholding in Aurum and whilst not planning an in-specie distribution of its Aurum shareholding immediately it retains the right to distribute these shares to Aldoro shareholders in the future.

Aldoro has received confirmation from ASX that the requirements of ASX Listing Rules 11.1.2, 11.1.3, 11.2 and 11.4 do not apply to the Spin-Out. As a result, Aldoro will not be required by ASX to convene a meeting of shareholders to seek approval for the Spin-Out.

This announcement contains a summary of the proposed Spin Out and IPO.

Aldoro Executive Chairman Mr Joshua Letcher commented “The Aldoro board carefully considered all available options to appropriately recognise the value of its gold exploration portfolio following a number of unsolicited approaches. We resolved that the most value accretive way to recognise the inherent value in the gold portfolio for the company together with its shareholders was via a priority IPO spin-off into what is arguably the most leveraged WA gold exploration play to be listed on the ASX particularly given the absence of seed and pre-ipo dilution normally found in similar offerings.”

Joshua Letcher further commented “In its effort to maximise shareholder value via the priority spin-off the resultant Aldoro company structure will be well positioned to benefit from the continued groundswell of the EV thematic. Aldoro will benefit from the sharpened focus on the Narndee nickel-PGE project where drilling is expected to commence next month in addition to the work taking place on the Windimurra lithium project where we have been particularly busy with the assistance of our technical advisors.”

ALDORO RESOURCES LIMITED | ABN 31 622 990 809 | +61 2 7229 4628

SUITE 2, 1 ALTONA STREET WEST PERTH, WA 6005

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Key Terms and Conditions of Proposed Spin Out and IPO

On completion of the IPO, Aurum will hold 100% of the Projects. The key terms of the proposed Spin Out and IPO are as follows:

• At completion of the Spin Out Aldoro will hold 5 million shares in Aurum. These securities will be subject to ASX escrow conditions.

• Aldoro will receive a $200,000 payment from Aurum upon completion of the IPO as partial reimbursement for expenditure incurred by Aldoro in developing the Projects.

• Aurum will issue 22,500,000 Aurum Shares at an issue price of $0.20 per Aurum Share to raise $4.5 million ( Minimum Subscription ), with an ability to accept oversubscriptions for up to an additional 2,500,000 Aurum Shares at an issue price of $0.20 to raise up to an additional $500,000 ( Aurum Capital Raising ).

• Aldoro shareholders with a registered address in Australia on the record date (set out in the indicative timetable below) will be given an opportunity to participate in the IPO pursuant to a priority offer in the Aurum prospectus ( Priority Offer ). The terms of the Priority Offer will be set out in further detail in the prospectus.

The Spin Out and IPO are subject to a number of standard conditions including Aurum receiving applications for at least the Minimum Subscription under the Aurum Capital Raising, and successful completion of the IPO.

Aldoro confirms that its capital structure will not be impacted by the proposed Spin Out.

The capital structure of Aurum at completion of the Spin Out and IPO (and Aldoro’s interest in Aurum) is as follows:

	Aurum Shares (Minimum Subscription)	Aurum Shares (Maximum Subscription)
Retained by ARN	5,000,000	5,000,000
Aurum Capital Raising	22,500,000	25,000,000
TOTAL	27,500,000	30,000,000

Penny South Gold Project

The Penny South Gold Project is located within E57/1045 in the Youanmi Gold District. E57/1045 is owned 100% by Altilium Metals Pty Ltd (a 100% owned subsidiary of Aldoro) and is in good standing.

The Penny South Gold Project is located in the Youanmi Gold District, approximately 30km south of the Youanmi Gold Mine (ASX:RXL and VMC) and directly south of the Penny Gold Project owned by Ramelius Resources (ASX:RMS).

The project area contains over 2.5km strike extension of the Penny West Shear, which hosts the historic high-grade Penny West Gold Mine. Like the Penny West area, tenement E57/1045 contains limited outcrop and is overlain by 1m to 30m of sand and sedimentary cover.

Historic drilling within tenement E57/1045 has encountered various anomalous intersections of gold mineralisation, the three best being 2m at 33.98g/t Au, 6m at 1.27g/t Au and 5m at 1.11g/t Au.

During the first half of 2020 Aldoro completed its first RC drilling program at the Penny South project (ASX, Penny South RC Results, 28 May 2020; Encouraging Results from Penny South 1m Assays, 26 June 2020). Highlights of this drilling program include:

ALDORO RESOURCES LIMITED | ABN 31 622 990 809 | +61 2 7229 4628

SUITE 2, 1 ALTONA STREET WEST PERTH, WA 6005

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APSRC026 3m at 2.5g/t Au from 193m, inc. 1m at 6.7g/t Au from 194m

APSRC005 3m at 2.8g/t Au from 221m, inc. 1m at 5.2g/t Au from 222m

APSRC006 1m at 3.4g/t Au from 161m

The results of the program have identified a mineralised structure at the Southern Target over a strike length of at least 400m, with assays results up to 6.7g/t Au (APSRC026). During the last quarter of 2020 Aldoro completed further AC drilling at Penny South, focused on three target areas: the southern extension of the Penny West Shear granodiorite-mafic contact, the potential northwest extension of the granodiorite unit and target T7, a magnetic low feature in the north-eastern part of the tenement close to historic gold anomalies. Hole APSAC144, within target T7, showed a broad zone of anomalous gold of 16m at 0.1g/t Au from 46m, correlating with historic results over 350m strike in this area. Remaining results showed subtle geochemical anomalies across target T7 and the Southern Target extension. A review of all exploration results to date was completed during the quarter with the aid of Aldoro’s consultant structural geologist. This review concluded that the granodiorite footwall contact in the Southern Target area may not have been adequately tested by the April RC drilling program. Revisiting the Penny West model (ASX:SPX, 29 August 2019) suggests that the mineralised structure identified within a mafic schist unit may represent the low-grade hanging wall lode in the Penny West analogy and that the footwall granodiorite unit warrants further testing (ASX, Penny South AC Results; Further RC at Southern and T7 Targets, 7 October 2020). Aldoro is in the process of securing drill rigs to further test the Southern Target, with a combination of diamond drill tail to hole APSRC005 in the centre of the target and further step-out and infill RC drilling.

Ryans Find Project

The Ryans Find Project (E16/489, ELA16/551, ELA77/2502 and ELA77/2535) is located 100km northwest of Southern Cross with exploration to date focused on the nickel cobalt potential of ultramafic rocks within the Watt Hills Greenstone belt.

Following a review of Aldoro’s exploration portfolio, Aldoro is now focused on the gold potential of the Ryans Find Project area, with in excess of 50km of strike length of relatively underexplored greenstone belt, bookended by historic gold mines and workings. During the quarter, the Company completed an initial site visit to the project area and also applied for additional tenement area with application ELA16/551.

Recent transactions and increased interest around Mt Dimer, with Twenty-Seven Co’s (ASX:TSC) purchase of the historic Taipan Mine for up to $1.65m cash and $1.5m cash/stock; and Aurumin’s successful $7m capital raising for their upcoming IPO.

Aurum will actively pursue the grant of tenements ELA77/2520, ELA77/2535 and ELA16/551 with a gold focused exploration program prepared and ready to commence as soon as that occurs.

Unaly Hill South

The Unaly Hill South Project is located within E57/1048 and lies at the southern end of the Atley Complex, located between the Youanmi and Sandstone Gold Mining Districts and contiguous with Surefire Resources (ASX:SRN) Unaly Hill Vanadium Project. E57/1048 is owned 100% by Altilium Metals Pty Ltd (a 100% owned subsidiary of Aldoro) and is in good standing.

The Unaly Hill South Project (tenement E57/1048) is located in the Youanmi Gold Mining District, approximately 16km northeast of Rox Resources (ASX:RXL) and Venus Metals (ASX:VMC) Youanmi Gold Project. The tenement area straddles an interesting structural juncture between the Youanmi Shear and the Yuinmery Shear. This intersection of two major 6 shears has long been “considered conceptually favourable for the development of dilation structures for possible gold mineralisation” but limited gold exploration has been conducted across the tenement since the late 1990’s.

In 2020, Aldoro completed a new geological interpretation of the tenement area based on a highresolution ground magnetic survey and a review of historical drilling and logging, providing lithological

ALDORO RESOURCES LIMITED | ABN 31 622 990 809 | +61 2 7229 4628

SUITE 2, 1 ALTONA STREET WEST PERTH, WA 6005

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information (ASX, Penny South and Unaly Hill South Aircore Drilling, 3 July 2020). This work identified potential dilation structures associated with a broad zone of gold-in-saprolite anomalism, indicated by historic shallow vertical RAB drilling, along the Youanmi Shear.

During the last quarter of 2020, Aldoro completed a 3,422m, 56-hole AC drilling program at the project. Holes were generally drilled to blade refusal, with an average depth of 61m and a maximum depth of 102m, due to an increased weathering profile in some areas. The anticipated target geology, based on Aldoro’s litho-structural interpretation, was generally encountered throughout the program with holes UHSAC001 to UHSAC029 testing the western mafic-ultramafic schist unit, with quartz veining and haematite, sericite and carbonate alteration observed; holes UHSAC030 and UHSAC049 testing the eastern mafic schist-metabasalt unit with BIF horizons, again quartz veining, disseminated pyrite (trace to 5%) and alteration was observed; and holes UHSAC050 to UHSAC055 testing historic gold intersections at the contact with the metagabbro of the Atley Igneous Complex. The drill hole intercepts were submitted for assay (ASX Announcement 13 October 2020) during this period.

The assay results (ASX Announcement 9 December 2020) detected gold anomalism in holes UHSAC018 (4m @ 0.0368 g/t Au from 46m), UHSAC026 (7m @ 0.0327 g/t Au from 38m) and UHSAC029 (9m @ 0.0487 g/t Au from 54m). Highest individual grades intersected were from holes UHSAC004 (1m @ 0.236 g/t Au from 62m) and UHSAC053 (1m @ 0.22 g/t Au from 34m).

Proposed Aurum Board

It is proposed the Board of Aurum will initially comprise two representatives of Aldoro in Non-Executive roles, Joshua Letcher as Non-Executive Chairman and Troy Flannery as Non-Executive Director. Additionally, Mr Mauro Piccini will complete the board as a Non-Executive Director and Company Secretary of Aurum.

Indicative Timetable

The below timetable is a summary of the dates relevant to the Spin Out and future dates are indicative only and subject to change:

Event	Date
Lodgement ofAurumCapital Raising prospectus	21 June 2021
Record date for priority offer	21 June 2021
Opening ofAurumCapital Raising offer	28 June 2021
Completion ofAurumCapital Raising andAurum’s admission to the Official List	Q3 2021

This announcement was authorised by the Board of Aldoro.

The information in this report that relates to Exploration Results and estimates of Mineral Resources for the Projects was previously reported by the Company in compliance with JORC 2012 in various market releases with the last one being dated 9 December 2020. The Company confirms that it is not aware of any new information or data that materially affects the information included in those earlier market announcements and, in the case of the estimate of Mineral Resources all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed.

ALDORO RESOURCES LIMITED | ABN 31 622 990 809 | +61 2 7229 4628

SUITE 2, 1 ALTONA STREET WEST PERTH, WA 6005