ALDORO RESOURCES LIMITED — Capital/Financing Update 2021

Jan 31, 2021

Proposed issue of securities

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Update Summary

Entity name

ALDORO RESOURCES LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Monday February 1, 2021

Reason for update to a previous announcement

Correction to the policy for the rounding of fractional entitlements for the Loyalty Option Entitlement Issue. Fractional entitlements will be rounded down to the nearest whole number as per the Prospectus lodged with ASX on 29 January 2021.

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ALDORO 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

ABN

Registration Number

31622990809

1.3 ASX issuer code

ARN

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Correction to the policy for the rounding of fractional entitlements for the Loyalty Option Entitlement Issue. Fractional entitlements will be rounded down to the nearest whole number as per the Prospectus lodged with ASX on 29 January 2021.

1.4b Date of previous announcement(s) to this update

Friday January 29, 2021

1.5 Date of this announcement

Monday February 1, 2021

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 Yes

3A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Wednesday March 10, 2021 Estimated No

Comments

Shareholder approval is required for the issue of 3.5 million options proposed to be issued to Directors as per the announcement lodged with ASX on 25 January 2021.

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

ARN : 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)? New 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? No No

Details of +securities proposed to be issued

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

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Proposed issue of securities	Proposed issue of securities
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	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?	Yes
No
ASX +security code New class-code to be confirmed	+Security description Listed Options exercisable at $0.30 on or before 31 August 2023
+Security type
Options
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	5
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded down to the nearest	13,276,160
whole number or fractions disregarded
Reason for the update of 'Maximum Number of +securities proposed to be issued' 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 0.01000
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
No
Will a scale back be applied if the offer	is over-subscribed?
No

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Will all the +securities issued in this class rank equally in all respects from their issue date? No

If some of the issued +securities do not rank equally

Is the actual date from which the +securities will rank equally (non-ranking end date) known?

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No

Provide the estimated non-ranking end period

31 August 2023 (Expiry Date of Options)

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

Upon exercise of the New Options and conversion into ordinary shares, the securities will rank equally with the existing class of fully paid ordinary shares on issue

Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.3000

Expiry date

Thursday August 31, 2023

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

ARN : ORDINARY FULLY PAID

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

One fully paid ordinary share (ASX:ARN)

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.

The Terms and Conditions of the New Options will be included in Section 6.1 of the Prospectus to be lodged with ASX and ASIC on 29 January 2021

Part 3C - Timetable

3C.1 +Record date

Thursday February 4, 2021

3C.2 Ex date

Wednesday February 3, 2021

3C.4 Record date

Thursday February 4, 2021

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3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue Tuesday February 9, 2021

3C.6 Offer closing date Thursday February 18, 2021

3C.7 Last day to extend the offer closing date

Monday February 15, 2021

3C.9 Trading in new +securities commences on a deferred settlement basis Friday February 19, 2021

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

Tuesday February 23, 2021

3C.11 +Issue date

Thursday February 25, 2021

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

Friday February 26, 2021

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

Tuesday March 2, 2021

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?

Xcel Capital Pty Ltd

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

Xcel Capital will be paid a fee of $10,000 (plus GST) and be issued 3,750,000 New Options (exercisable at $0.30 on or before 31 August 2023) at an issue price of $0.01 per Option (same terms as Loyalty Option Entitlement 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 For costs of the Offer and for working capital. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? 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 countries except for 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 https://www.aldororesources.com/announcements 3F.7 Any other information the entity wishes to provide about the proposed issue This Appendix 3B replaces the Appendix 3B lodged with ASX on 25 January 2021 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 No

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 No 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 are non CDIs)

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? Yes No ASX +security code +Security description New class-code to be confirmed Listed Options exercisable at $0.30 on or before 31 August 2023

+Security type

Options

Number of +securities proposed to be issued

3,950,000

Reason for the update of 'Maximum Number of +securities proposed to be issued'

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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 0.01000

Will all the +securities issued in this class rank equally in all respects from their issue date? No

If some of the issued +securities do not rank equally

Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period

31 August 2023 (Expiry date of New Options)

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

Upon exercise and conversion into ordinary shares, the securities will rank equally with the existing class of fully paid ordinary shares on issue

Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.3000 Thursday August 31, 2023

Details of the type of +security that will be issued if the option is exercised ARN : ORDINARY FULLY PAID

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

One fully paid ordinary share (ASX: ARN)

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.

The terms and conditions of the New Options can be found in Section 6.1 of the Prospectus to be lodged with ASX and ASIC on 29 January 2021

Part 7C - Timetable

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7C.1 Proposed +issue date

Monday March 1, 2021

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?

3,950,000 Listed Options (exercisable at $0.30 on or before 31 August 2023)

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? 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? No

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

Part 7F - Further Information

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

Issue of 3,750,000 Options to Xcel Capital as part of the Lead Manager fee for the Option Entitlement Issue. Issue of 200,000 to the Company Secretary of ARN. The issue price of the Options will be $0.01 (same as the Option Entitlement Issue).

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

This Appendix 3B replaces the Appendix 3B lodged with ASX on 25 January 2021

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