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BLACK CAT SYNDICATE LIMITED Capital/Financing Update 2023

Aug 28, 2023

64501_rns_2023-08-28_b77f561e-8e08-4c0d-b79b-4e68f786481d.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT 29 August 2023

Placement to Fund Exploration & Maximise Cashflow

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HIGHLIGHTS

  • Firm commitments received to raise $8.3 million (before costs) via placement to institutional and sophisticated investors at $0.225 per share (“ Placement ”).

  • The Placement was strongly supported by existing and new high net worth and institutional shareholders.

  • In addition, subject to shareholder approval, directors have applied for $680,000 in the Placement bringing their investment in the Company to $8.7 million to date.

  • Proceeds from the Placement will be predominantly used for drilling and evaluation activities at Paulsens, where there remains significant untapped potential. These activities will target a substantial increase in cashflow over the Paulsens Restart Study (ASX 10 July 2023). In addition, the Placement funds will be used to advance discussions with a number of debt providers.

  • The Company has received indicative term sheets from numerous debt financiers for the restart of Paulsens, with these discussions ongoing.

  • The Placement proceeds will generate a strong stream of newsflow for the coming period.

Black Cat Syndicate Limited (“ Black Cat ” or “ the Company ”) is pleased to announce that firm commitments have been received from institutional and sophisticated investors in respect of a $8.3M (before costs) placement at a price of $0.225 per share.

Black Cat’s Managing Director, Gareth Solly, said: “We are excited to continue to explore at Paulsens. The recent studies we have undertaken give us an enviable baseline for the further optimisation of production outcomes and operating cash flow. We are excited to continue to reinvent this iconic mine, where projected future cashflow is expected to increase substantially, together with a reduction in upfront capital expenditure. This potential is reinforced by the recent discovery of the Main Zone Extension, and the bonanza grades that we are seeing immediately adjacent to areas of the current mine plan.”

Placement

The total Placement involves the issue of 36,888,890 new fully paid ordinary shares (“ New Shares ”) at an issue price of $0.225 per share and with attaching options (as outlined below). Of this total, the Placement to unrelated parties comprises the issue of 33,866,668 New Shares, and will be completed in a single tranche pursuant to Black Cat’s existing ASX Listing Rule 7.1 capacity.

The Company will also issue 18,444,445 attaching options subject to shareholder approval, on the basis of 1 new option for every 2 shares issued pursuant to the placement (“ Options "). The Options will be exercisable at $0.3375 per Option, being 150% of the Placement price, and will expire 24 months from the date of issue, expected to be in October 2025.

The Company intends to seek approval from ASX for the quotation of the Options on ASX. Whether the Options are granted quotation on ASX will depend on the compliance with the ASX requirements for the quotation of a secondary class of securities. No guarantee can be provided that the ASX will grant quotation of the Options, and where this was to occur, the Options will remain an unlisted class of Options.

The conditional component of the Placement will take place subject to shareholder approval at the general meeting to be scheduled in October 2023. Pursuant to this tranche, Company directors have applied for 3,022,222 shares and 1,511,111 attaching options on the same terms as the Placement, raising a further $680,000. This will increase the investment by directors in the Company to date to approximately $8.7 million.

The Placement price of $0.225 per share represents a 15.1% discount to the last close on 24 August 2023 and a 23.2% discount to the 5-day volume weighted average price (“ VWAP ”).

Bell Potter Securities Limited, Canaccord Genuity (Australia) Limited and Shaw and Partners Limited acted as Joint Lead Managers and Bookrunners to the Placement.

An Appendix 3B will be lodged with ASX following release of this announcement with regards to the proposed issue of the abovementioned securities.

A pro-forma, post-placement, capital structure is shown below:

BLACK CAT SYNDICATE LIMITED (ASX:BC8) | 0458 007 713 | [email protected] | Level 3, 52 Kings Park Road, West Perth WA 6005 bc8.com.au | ABN 63 620 896 282

Placement to Fund Exploration & Maximise Cashflow

Table 1: Pro Forma Capital Structure

Fully Paid
Ordinary
Shares		 Options /
Performance
Rights		 Fully
Diluted
Fully Paid Ordinary Shares 266,876,453 - 266,876,453
Options @ $0.60 expiring 2 August 2023 - 700,000 700,000
Options @ $0.62 expiring 18 May 2024 - 250,000 250,000
Options @ $1.20 expiring 21 July 2024 - 129,000 129,000
Options @ $0.98 expiring 10 December 2024 - 202,000 202,000
Options @ $1.00 expiring 28 June 2025 - 330,000 330,000
Options @ $0.83 expiring 8 November 2025 - 675,000 675,000
Options @ $0.65 expiring 15 May 2026 - 700,000 700,000
Options @ $0.51 expiring 28 July 2026 - 798,000 798,000
Options @ $0.55 expiring 21 February 2027 - 1,760,000 1,760,000
Options @ $0.52 expiring 21 March 2027 - 300,000 300,000
Performance rights expiring 30 June 2027 - 5,667,077 5,667,077
Current Issued Capital 266,876,453 11,511,077 278,387,530
Placement Shares and Options to be issued to unrelated parties 33,866,668 16,933,334 50,800,002
Shares and Options to be issued to Directors subject to Shareholder Approval 3,022,222 1,511,111 4,533,333
Pro Forma Issued Capital 303,765,343 29,955,522 333,720,865

2023 PLANNED ACTIVITIES

Ongoing 2023: Ongoing underground drilling results - Paulsens Sep - Oct 2023: Metallurgical review Oct - Nov 2023: Apollo & Belvedere surface drilling Oct - Dec 2023: Paulsens regional drilling Sep 2023: Annual Financial Report Oct 2023: Quarterly Oct 2023: EGM Nov 2023: AGM

For further information, please contact:

Gareth Solly Managing Director +61 458 007 713 [email protected]

This announcement has been approved for release by the Board of Black Cat Syndicate Limited.

COMPETENT PERSON’S STATEMENT

The Company confirms that it is not aware of any new information or data that materially affects the information in the original reports, and that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original reports.

Where the Company refers to the exploration results, Mineral Resources, and Reserves in this report (referencing previous releases made to the ASX), it confirms that it is not aware of any new information or data that materially affects the information included in that announcement and all material assumptions and technical parameters underpinning the Mineral Resource and Reserve estimates with that announcement continue to apply and have not materially changed.

The Company confirms that all material assumptions underpinning the production targets, or the forecast information derived from the production targets, included in the original ASX announcement dated 10 July 2023 continue to apply and have not materially changed.

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Placement to Fund Exploration & Maximise Cashflow

ABOUT BLACK CAT SYNDICATE (ASX: BC8)

Key pillars are in place for Black Cat to become a multi operation gold producer at its three 100% owned operations. The three operations are:

Paulsens Gold Operation: Paulsens is located 180km west of Paraburdoo in WA. Paulsens consists of an underground mine, 450ktpa processing facility, 128 person camp, numerous potential open pits and other related infrastructure. The operation is currently on care and maintenance, has a Resource of 4.1Mt @ 3.6g/t Au for 471koz and significant exploration and growth potential.

Coyote Gold Operation: Coyote is located in Northern Australia, ~20km on the WA side of the WA/NT border, on the Tanami Highway. There is a well-maintained airstrip on site that is widely used by government and private enterprises. Coyote consists of an open pit and an underground mine, 300ktpa processing facility, +180 person camp and other related infrastructure. The operation is currently on care and maintenance and has a Resource of 3.7Mt @ 5.5g/t Au for 645koz with numerous high-grade targets in the surrounding area.

Kal East Gold Project: comprises ~1,015km[2] of highly prospective ground to the east of the world class mining centre of Kalgoorlie, WA. Kal East contains a Resource of 18.8Mt @ 2.1g/t Au for 1,294koz, including a preliminary JORC 2012 Reserve of 3.7Mt @ 2.0 g/t Au for 243koz.

Black Cat plans to construct a central processing facility near the Majestic deposit, ~50km east of Kalgoorlie. The 800ktpa processing facility will be a traditional carbon-in-leach gold processing facility which is ideally suited to Black Cat’s Resources as well as to third party free milling ores located around Kalgoorlie.

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Placement to Fund Exploration & Maximise Cashflow

APPENDIX A - JORC 2012 GOLD RESOURCE TABLE - Black Cat (100% owned)
Measured Resource Indicated Resource Inferred Resource Total Resource
Mining Centre
Tonnes Grade Metal Tonnes Grade Metal Tonnes Grade Metal Tonnes Grade Metal
(‘000) (g/t Au) (‘000 oz) (‘000) (g/t Au) (‘000 oz) (‘000) (g/t Au) (‘000 oz) (‘000) (g/t Au) (‘000 oz)
Kal East
Bulong		 Open Pit - - - 1,000 2.7 86 1,380 1.8 79 2,380 2.1 164
Underground - - - 230 4.6 34 937 3.5 107 1,167 3.8 141
Sub Total - - - 1,230 3.0 120 2,316 2.5 185 3,546 2.7 305
Mt Monger Open Pit 13 3.2 1 7,198 1.8 407 6,044 1.5 291 13,253 1.6 699
Underground - - - 1,178 4.5 169 710 4.6 104 1,888 4.5 274
Sub Total - - - 8,375 2.1 576 6,754 1.8 395 15,142 2.0 972
Rowes Find Open Pit - - - - - - 148 3.6 17 148 3.6 17
Kal East Resource 13 3.2 1 9,605 2.3 696 9,219 2.0 597 18,836 2.1 1,294
Coyote Gold Operation
Coyote Central
Open Pit
Underground
Sub Total		 - - - 608 2.8 55 203 3.0 19 811 2.9 75

Coyote Central
Underground - - - 240 23.4 181 516 10.5 175 757 14.6 356
Sub Total - - - 849 8.7 236 719 8.4 194 1,568 8.5 430
Bald Hill Open Pit - - - 560 2.8 51 613 3.2 63 1,174 3.0 114
Underground - - - 34 2.7 3 513 5.0 82 547 4.8 84
Sub Total - - - 594 2.8 54 1,126 4.0 145 1,721 3.6 198
Stockpiles - - - 375 1.4 17 - - - 375 1.4 17
Coyote Resource - - - 1,818 5.3 307 1,845 5.7 339 3,664 5.5 645
Paulsens Gold Operation
Paulsens
Underground
Stockpile
Sub Total		 129 11.5 48 481 9.8 152 423 9.4 128 1,032 9.9 328

Paulsens
Stockpile 11 1.6 1 - - - - - - 11 1.6 1
Sub Total 140 10.8 49 481 9.8 152 423 9.4 128 1,043 9.8 329
Mt Clement Open Pit - - - - - - 1,249 1.5 61 1,249 1.5 61
Underground - - - - - - 492 0.3 5 492 0.3 5
Sub Total - - - - - - 1,741 1.2 66 1,741 1.2 66
Belvedere Open Pit - - - 129 3.1 13 111 4.8 17 240 3.9 30
Northern Anticline Open Pit - - - - - - 523 1.4 24 523 1.4 24
Electric Dingo Open Pit - - - 98 1.6 5 444 1.2 17 542 1.3 22
Paulsens Resource 140 10.8 49 708 7.5 170 3,242 2.4 252 4,089 3.6 471
TOTAL Resource 153 10.1 50 12,131 3.0 1,173 14,305 2.6 1,188 26,589 2.8 2,410
Notes on Resources:
1.
The preceding statements of Mineral Resources conforms to the ‘Australasian Code for Reporting of Exploration Results Mineral Resources and Ore Reserves
(JORC Code) 2012 Edition’.
2.
All tonnages reported are dry metric tonnes.
3.
Data is rounded to thousands of tonnes and thousands of ounces gold. Discrepancies in totals may occur due to rounding.
4.
Resources have been reported as both open pit and underground with varying cut-offs based off several factors discussed in the corresponding Table 1 which
can be found with the original ASX announcements for each Resource
5.
Resources are reported inclusive of any Reserves
6.
Paulsens Inferred Resource includes Mt Clement Eastern Zone Au of 7koz @ 0.3g/t Au accounting for lower grades reported
The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the 2012 JORC compliant Resources are:
1.
Kal East:
o
Boundary – Black Cat ASX announcement on 9 October 2020 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”
o
Trump – Black Cat ASX announcement on 9 October 2020 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”
o
Myhree – Black Cat ASX announcement on 9 October 2020 “Strong Resource Growth Continues including 53% Increase at Fingals Fortune”
o
Strathfield – Black Cat ASX announcement on 31 March 2020 “Bulong Resource Jumps by 21% to 294,000 oz”
o
Majestic – Black Cat ASX announcement on 25 January 2022 “Majestic Resource Growth and Works Approval Granted”
o
Sovereign – Black Cat ASX announcement on 11 March 2021 “1 Million Oz in Resource & New Gold Targets”
o
Imperial – Black Cat ASX announcement on 11 March 2021 “1 Million Oz in Resource & New Gold Targets”
o
Jones Find – Black Cat ASX announcement 04 March 2022 “Resource Growth Continues at Jones Find”
o
Crown – Black Cat ASX announcement on 02 September 2021 “Maiden Resources Grow Kal East to 1.2Moz”
o
Fingals Fortune – Black Cat ASX announcement on 23 November 2021 “Upgraded Resource Delivers More Gold at Fingals Fortune”
o
Fingals East – Black Cat ASX announcement on 31 May 2021 “Strong Resource Growth Continues at Fingals”.
o
Trojan – Black Cat ASX announcement on 7 October 2020 “Black Cat Acquisition adds 115,000oz to the Fingals Gold Project”.
o
Queen Margaret – Black Cat ASX announcement on 18 February 2019 “Robust Maiden Mineral Resource Estimate at Bulong”
o
Melbourne United – Black Cat ASX announcement on 18 February 2019 “Robust Maiden Mineral Resource Estimate at Bulong”
o
Anomaly 38 – Black Cat ASX announcement on 31 March 2020 “Bulong Resource Jumps by 21% to 294,000 oz”
o
Wombola Dam – Black Cat ASX announcement on 28 May 2020 “Significant Increase in Resources - Strategic Transaction with Silver Lake”
o
Hammer and Tap – Black Cat ASX announcement on 10 July 2020 “JORC 2004 Resources Converted to JORC 2012 Resources”
o
Rowe’s Find – Black Cat ASX announcement on 10 July 2020 “JORC 2004 Resources Converted to JORC 2012 Resources”
2.
Coyote Gold Operation
o
Coyote OP&UG – Black Cat ASX announcement on 16 January 2022 “Coyote Underground Resource increases to 356koz @ 14.6g/t Au – One of the
highest-grade deposits in Australia”
o
Sandpiper OP&UG – Black Cat ASX announcement on 25 May2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”

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Placement to Fund Exploration & Maximise Cashflow

  • Kookaburra OP – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”

  • Pebbles OP – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”

  • Stockpiles SP (Coyote) – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”

    1. Paulsens Gold Operation:

  • Paulsens UG – Black Cat ASX announcement on 10 July 2023 “Robust Restart Plan for Paulsens”

  • Paulsens SP – Black Cat ASX announcement on 19 April 2022 “Funded Acquisition of Coyote & Paulsens Gold Operations - Supporting Documents”

  • Belvedere OP – Black Cat ASX announcement on 19 April 2022 “Funded Acquisition of Coyote & Paulsens Gold Operations - Supporting Documents”

  • o Mt Clement – Black Cat ASX announcement on 24 November 2022 “High-Grade Au-Cu-Sb-Ag-Pb Resource at Paulsens”

  • Merlin – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed”

  • Electric Dingo – Black Cat ASX announcement on 25 May 2022 “Coyote & Paulsens High-Grade JORC Resources Confirmed

APPENDIX B - JORC 2012 POLYMETALLIC RESOURCES - Black Cat (100% owned)

The current in-situ, drill-defined polymetallic Resources for Black Cat Syndicate are listed below.

Deposit Resource
Category		 Tonnes
(,000 t)		 Au (g/t) Cu (%) Grade
Sb (%)		 Ag (g/t) Pb (%) Au (koz) Cu (kt) Contained

Sb (kt)		 Contained

Sb (kt)		 Metal

Ag (koz)		 Metal

Ag (koz)		 Pb (kt)
Inferred 415 - 0.4 0.2 76.9 - * 1.6 0.7 1,026 -
Western
Total 415 - 0.4 0.2 76.9 - * 1.6 0.7 1,026 -
Inferred 532 - - - - - * - - - -
Central
Total 532 - - - - - * - - - -
Inferred 794 - - 1.7 17.0 2.4 * - 13.2 434 18.7
Eastern
Total 794 - - 1.7 17.0 2.4 * - 13.2 434 18.7
Total 1,741 - - - - - * 1.6 13.9 1,460 18.7

Notes on Resources:

  1. The preceding statements of Mineral Resources conforms to the ‘Australasian Code for Reporting of Exploration Results Mineral Resources and Ore Reserves (JORC Code) 2012 Edition’.

  2. All tonnages reported are dry metric tonnes.

  3. Data is rounded to thousands of tonnes and thousands of ounces/tonnes for copper, antimony, silver, and lead, . Discrepancies in totals may occur due to rounding.

  4. Resources have been reported as both open pit and underground with varying cut-offs based off several factors discussed in the corresponding Table 1 which can be found with the original ASX announcements for each Resource

  5. Resources are reported inclusive of any Reserves

  6. Gold is reported in the previous table for Mt Clement, and so is not reported here. A total of 66koz of gold is contained within the Mt Clement Resource

The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the 2012 JORC compliant Resources are:

  1. Paulsens Gold Operation:

  2. Mt Clement – Black Cat ASX announcement on 24 November 2022 “High-Grade Au-Cu-Sb-Ag-Pb Resource at Paulsens”

APPENDIX C - JORC 2012 GOLD RESERVE TABLE - Black Cat (100% owned)

Proven Reserve Proven Reserve Proven Reserve Probable Reserve Probable Reserve Probable Reserve Total Reserve Total Reserve Total Reserve
Tonnes Grade Metal Tonnes Grade Metal Tonnes Grade Metal
(‘000s) (g/t Au) (‘000s oz) (‘000s) (g/t Au) (‘000s oz) (‘000s) (g/t Au) (‘000s oz)
Kal East
Open Pit		 - - - 3,288 1.8 193 3,288 1.8 193
Underground - - - 437 3.6 50 437 3.6 50
Kal East Reserve - - - 3,725 2.0 243 3,725 2.0 243
Paulsens Gold Operation
Underground 93
4.5
14
537
4.3
74
631
4.3
87
Paulsens Reserve 93 4.5 14 537 4.3 74 631 4.3 87
TOTAL Reserves 93 4.5 14 4,262 2.3 317 4,356 2.4 330

Notes on Reserve:

  1. The preceding statements of Mineral Reserves conforms to the ‘Australasian Code for Reporting of Exploration Results Mineral Resources and Ore Reserves (JORC Code) 2012 Edition’.

  2. All tonnages reported are dry metric tonnes.

  3. Data is rounded to thousands of tonnes and thousands of ounces gold. Discrepancies in totals may occur due to rounding. 4. Cut-off Grade:

  4. Open Pit - The Ore Reserves are based upon an internal cut-off grade greater than or equal to the break-even cut-off grade.

  5. Underground - The Ore Reserves are based upon an internal cut-off grade greater than the break-even cut-off grade.

  6. The commodity price used for the Revenue calculations for Kal East was AUD $2,300 per ounce.

  7. The commodity price used for the Revenue calculations for Paulsens was AUD $2,500 per ounce.

  8. The Ore Reserves are based upon a State Royalty of 2.5% and a refining charge of 0.2%.

The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating for the 2012 JORC compliant Reserves are:

  1. Kal East:

o Black Cat ASX announcement on 03 June 2022 “Robust Base Case Production Plan of 302koz for Kal East”

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