APOLLO MINERALS LIMITED — Capital/Financing Update 2021

Nov 2, 2021

Proposed issue of securities

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Announcement Summary

Entity name

APOLLO MINERALS LIMITED

Announcement Type

New announcement

Date of this announcement

3/11/2021

The Proposed issue is:

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A placement or other type of issue

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
New class-code to be	Unlised options exercisable at $0.12 each on or before 30	4,875,000
confirmed	June 2023
AON	ORDINARY FULLY PAID	90,000,000

Proposed +issue date

11/11/2021

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

APOLLO MINERALS 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

96125222924

1.3 ASX issuer code

AON

1.4 The announcement is

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New announcement

1.5 Date of this announcement

3/11/2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? 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)? Existing class

Details of +securities proposed to be issued

ASX +security code and description AON : ORDINARY FULLY PAID Number of +securities proposed to be issued 90,000,000 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 0.08000

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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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? No No ASX +security code +Security description New class-code to be confirmed Unlised options exercisable at $0.12 each on or before 30 June 2023 +Security type Options Number of +securities proposed to be issued 4,875,000 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 A 6% fee has agreed to be paid in options based on $6.5m raised by financial advisers Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 390,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Details of +securities proposed to be issued

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Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.1200

Expiry date 30/6/2023

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

AON : ORDINARY FULLY PAID

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

4,875,000 fully paid ordinary shares

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.

Unlisted options exerciasable at $0.12 each on or before 30 June 2023. The standad terms and conditions for unlisted options are included at: https://app.sharelinktechnologies.com/announceme nt/asx/1ba55fccf0a87436527551c7cbdd3ee5

Part 7C - Timetable

7C.1 Proposed +issue date

11/11/2021

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?

51,372,765 ordinary fully paid shares

4,875,000 unlisted options

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?

38,627,235 ordinary fully paid shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to

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participate

The placement was considered to be a more efficient mechanism for raising funds and did not expose the Company to additional costs, a protracted process, and market volatility that may have been experienced with a pro-rata issue or other type of issue in which existing ordinary shareholders would have been eligible to participate.

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?

Sprott Capital Partners LP acted as finacial adviser to the Placement

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

A fee of up to 6% is payable on amounts raised plus a further 6% fee issued as unlisted options.

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

A total fee of 6% in cash and options is to be paid on $6.5 million raised under the Placement

Part 7F - Further Information

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

The Placement will be used to accelerate exploration activities at the Companys Kroussou Project in Gabon and for working capital 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 No

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with

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the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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