BATTERY AGE MINERALS LTD — Capital/Financing Update 2021

Oct 11, 2021

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12 October 2021

Suite 4.01, Level 4 105 St Georges Terrace Perth, WA 6000

T. +61 (8) 6102 8072 E. info@pathfinderresources.com.au

Managing Director Shannon Green

Non-Executive Chairman Sufian Ahmad

Non-Executive Director Hugh Callaghan

Non-Executive Director Stephen Windle

Successful Completion of Equinox Resources IPO

Highlights

• Pathfinders’ spin-out of its 70% interest in the Hamersley Iron Ore Project to Equinox Resources Limited is now complete.

• Equinox Resources Limited to commence trading at 10:00am (WST) on Wednesday 13 October under the ticker code EQN following its successful $9 million initial public offering (“IPO”).

• Pathfinder holds 36.65% of the equity in EQN allowing shareholders to retain exposure to the Hamersley Iron Ore Project.

• Pathfinder to remain focused on its efforts to advance the King Tut Project in Argentina.

Company Secretary Ailsa Osborne

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Enquiries regarding this announcement can be directed to:

Company Secretary Ailsa Osborne T. +61 (8) 6102 8072

Pathfinder Resources Limited (“ Pathfinder ”, “ PF1 ” or “ the Company ”) is pleased to announce that Equinox Resources Limited (“ Equinox ” or “ EQN ”) has been admitted to the Official List of the ASX with commencement of trade of its securities at 10:00am (WST) on Wednesday, 13 October 2021.

Pathfinder received 35,000,000 shares in Equinox under the transaction, representing an interest of 36.65% in Equinox and allowing Pathfinder and its shareholders to maintain exposure to the Hamersley Iron Ore Project via the Company’s equity interest in Equinox.

The spin-out allows Pathfinder to focus its efforts on advancing the King Tut Project in Argentina.

The admittance of Equinox to the Official List of the ASX, follows the successful completion of the $9.0 million initial public offering under its Prospectus dated 31 August 2021. Equinox’s sole focus is on exploration and development of the Hamersley Iron Ore Project, led by a dedicated board and management team.

Pathfinder Managing Director, Shannon Green Commented: “I would like to take this opportunity to congratulate the EQN team on a successful IPO. Pathfinder will continue to provide the support required to ensure that they are successful in their goal to develop the Hammersley Iron Ore project for the benefit of all shareholders.”

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Pathfinder and Lockett (together, the Vendors) executed a Binding Heads of Agreement with Equinox under which the Vendors sold their combined 100% interest in the Hamersley Iron Ore Project to Equinox (Binding Heads of Agreement), following are the material terms and conditions:

Material Terms and Conditions of the Binding Heads of Agreement

• Consideration In consideration for the acquisition of the Project ( Acquisition ), Equinox has agreed to: • issue an aggregate of 50,000,000 fully paid ordinary shares ( Equinox Shares ) to the Vendors at a deemed issue price of $0.20 per Share ( Consideration Shares );

• • issue between 8,500,000 performance shares and 9,500,000 performance shares in aggregate to the Vendors, which will be issued on a pro rata basis based on the level of subscription under the Public Offer ( Performance Shares ). Each Performance Shares will, at the election of the holder, convert into one Equinox Share, subject to Equinox announcing to the ASX a positive preliminary Feasibility Study in relation to the Hamersley Iron Ore Project, confirming the Hamersley Iron Ore Project is commercially viable;

• • pay Pathfinder a fixed royalty of USD$0.70 per metric tonne of iron ore which is extracted and sold or otherwise disposed of from the area within the boundaries of the Project (as those exist at the date of the Binding Heads of Agreement); and

• • pay Lockett a fixed royalty of USD$0.30 per metric tonne of iron ore which is extracted and sold or otherwise disposed of from the area within the boundaries of the Project (as those exist at the date of the Binding Heads of Agreement).

• The Consideration Shares and the Performance Shares will be issued to the Vendors (or their nominees) in accordance with their joint venture interests, with Pathfinder entitled to receive 35,000,000 Equinox Shares and between 5,950,000 Performance Shares (at Minimum Subscription) and 6,650,000 Performance Shares (at Maximum Subscription).

• Conditions Completion of the Acquisition is conditional upon the satisfaction (or waiver by Equinox) of the Precedent following conditions precedent: • Due diligence : completion of financial, legal and technical due diligence by the Equinox on the Project, to the absolute satisfaction of Equinox;

• • Capital raising : Equinox undertaking an initial public offer and receiving valid applications for at least AUD$7,000,000 worth of Equinox Shares under its initial public offer;

• • ASX conditional approval : conditional approval being obtained from the ASX to admit the securities of Equinox to trading on the official list of the ASX (after Equinox complies with Chapters 1 and 2 of the ASX Listing Rules) and those conditions being to the reasonable satisfaction of Equinox and the Vendors;

• • Shareholder approval : the shareholders of Pathfinder approving the transactions contemplated by the Binding Heads of Agreement for the purposes of ASX Listing Rule 11.4 in a general meeting;

• • Regulatory approvals : the parties obtaining all necessary regulatory approvals or waivers pursuant to the ASX Listing Rules, Corporations Act 2001 (Cth) or any other law to allow the parties to lawfully complete the matters set out in the Binding Heads of Agreement; and

• • Third party approvals and consents : the parties obtaining all third party approvals and consents, including the consent of the Minister responsible for the Mining Act 1978 (WA) (if required), necessary to lawfully complete the matters set out in the Binding Heads of Agreement,

• (together, the Conditions Precedent ). If the Conditions Precedent are not satisfied (or waived by the party or parties with the benefit of the Condition Precedent) on or before 5:00pm (Perth time) on 31 December 2021 (or such later date as the parties may agree) ( End Date ), then any party may terminate the Binding Heads of Agreement by notice in writing.

			parties may agree) (End Date), then any party may terminate the Binding Heads of Agreement bynotice in writing.
	Other Terms		The Binding Heads of Agreement otherwise contains customary terms and conditions, including
			representations and warranties and confidentiality clauses.

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Suite 4.01, Level 4, 105 St Georges Terrace, Perth WA 6000 T. +61 (8) 6102 8072 E. info@pathfinderresources.com.au

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This announcement has been approved by the Board of Pathfinder Resources Ltd.

For further information, please contact:

Shannon Green | Managing Director

Phone : +61 8 6102 8072 Email : info@pathfinderresources.com.au www.pathfinderresources.com.au

Forward Looking Statements

Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.

Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.

Forward looking statements are based on the Company and its management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company’s control.

Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

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Suite 4.01, Level 4, 105 St Georges Terrace, Perth WA 6000 T. +61 (8) 6102 8072 E. info@pathfinderresources.com.au

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