BALLYMORE RESOURCES LIMITED — Capital/Financing Update 2023

Nov 26, 2023

Proposed issue of securities

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Announcement Summary

Entity name

BALLYMORE RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

27/11/2023

The Proposed issue is: An accelerated offer A placement or other type of issue

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
BMR	ORDINARY FULLY PAID	8,599,839

Trading resumes on an ex-entitlement basis (ex date) 29/11/2023

+Record date

29/11/2023

Offer closing date for retail +security holders

15/12/2023

Issue date for retail +security holders

21/12/2023

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
BMR	ORDINARY FULLY PAID	20,988,357

Proposed +issue date

11/12/2023

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

BALLYMORE 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.

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

Registration Number

ABN 72632893611

1.3 ASX issuer code

BMR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

27/11/2023

1.6 The Proposed issue is:

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An accelerated offer A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? 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

BMR : 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? No No

Details of +securities proposed to be issued

ASX +security code and description

BMR : 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 the offer (if Issuer is foreign company and +securities are non CDIs)

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

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

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to be issued held 1 17

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 8,599,839 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.12000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.12000 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)?

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Yes

Describe the limits on over-subscription

No limits

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

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Yes

Describe the scale back arrangements

Board discretion

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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Part 3D - Timetable

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3D.1a First day of trading halt

23/11/2023

3D.1b Announcement date of accelerated offer

27/11/2023

3D.2 Trading resumes on an ex-entitlement basis (ex date)

29/11/2023

3D.5 Date offer will be made to eligible institutional +security holders

27/11/2023

3D.6 Application closing date for institutional +security holders

28/11/2023

3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) 29/11/2023

3D.9 +Record date

29/11/2023

3D.10a Settlement date of new +securities issued under institutional entitlement offer

1/12/2023

3D.10b +Issue date for institutional +security holders

4/12/2023

3D.10c Normal trading of new +securities issued under institutional entitlement offer

5/12/2023

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 4/12/2023

3D.12 Offer closing date for retail +security holders

15/12/2023

3D.13 Last day to extend retail offer close date

12/12/2023

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3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

21/12/2023

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?

Morgans Corporate Pty Ltd

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

5.5% on funds raised under the Entitlement Offer

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Nick Jorss and Andrew Greville jointly (both directors of Ballymore Resources Limited)

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? $400,000

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Nil 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Please refer to the summary of the Underwriting Agreement as announced to ASX on 27 November 2023. 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Nick Jorss and Andrew Greville jointly (both directors of Ballymore Resources Limited)

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)? $400,000

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Nil

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

Standard share registry, external advisers and ASX fees.

Part 3F - Further Information

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

Development of its exploration projects, costs of the issue, corporate costs and 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 Australia and New Zealand.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Please refer to the Offer Booklet.

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

www.ballymoreres.com

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

Nil

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)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with 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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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 BMR : ORDINARY FULLY PAID Number of +securities proposed to be issued 12,655,024 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 0.12000

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 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? No

Details of +securities proposed to be issued

ASX +security code and description

BMR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

8,333,333

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.12000

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

Part 7C - Timetable

7C.1 Proposed +issue date

11/12/2023

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%

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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?

6,368,631

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?

14,619,726

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?

Morgans Corporate Pty Ltd

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

5.5% of funds raised in the Morgans Placement (of approximately 8,333,333 shares). Nil fees for the Taurus Placement (of approximately 12,655,024 shares, subject to fx).

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

Standard share registry, external advisers and ASX fees

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Part 7F - Further Information

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

Development of exploration projects, costs of the placement, corporate costs and 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

The Placement is comprised of two parts:

1. Morgans Placement of approx 8,333,333 shares to raise approx $1,000,000; and

2. Taurus Placement of approx 12,655,024 shares to raise USD$1,000,000 (no fees payable)

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

The publication of a +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11)

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