C29 METALS LIMITED — Capital/Financing Update 2021

Oct 31, 2021

1 November 2021

PRE-QUOTATION DISCLOSURE

C29 Metals Limited (ACN 645 218 453) (ASX: C29) ( Company ) provides the following information to satisfy conditions for admission of the Company’s fully paid ordinary shares ( Shares ) to quotation of ASX.

Capitalised terms in this announcement have the same meaning given in the Company’s prospectus dated 3 September 2021 ( Prospectus ) unless the context otherwise requires.

1. Completion of the Public Offer

The Company confirms that all conditions of the Public Offer under the Prospectus have been satisfied and the Company has completed the issue of 25,000,000 Shares at an issue price of $0.20 each to raise $5,000,000 (before costs).

The Company has also issued 2,000,000 Options exercisable at $0.25 each and expiring on 26 October 2026 to Trident Capital Pty Ltd (or its nominees) and other AFSL holders (or their nominees) who assisted with procuring successful applications under the Public Offer.

2. Completion of the Acquisition Agreements

The Company confirms that all the conditions precedent under the Acquisition Agreements have been satisfied and the Company has completed the Acquisitions, including the issue of

• (a) 500,000 Shares to Gilmore Metals Pty Ltd (or its nominees) as part consideration for the acquisition of a 100% legal and beneficial interest in one granted exploration licence (EL 8525) in NSW comprising the Sampson Tank Project;

• (b) 3,000,000 Shares to the vendors of Oberon Gold Pty Ltd (or their nominees) as part consideration for the acquisition of 100% of the issued capital of Oberon Gold Pty Ltd which is the registered holder of one granted exploration licence (EL 8541) in NSW comprising the Reed Creek Project;

• (c) 1,750,000 Shares to the vendors of Phoenix Minerals Pty Ltd (or their nominees) as part consideration for the acquisition of 100% of the issued capital of Phoenix Minerals Pty Ltd which is the registered application of two exploration licence applications (ELA 202/205 and ELA 2020/219) in SA which comprise the Torrens Project; and

• (d) 750,000 Shares to Mining Equities (or its nominees) as consideration for the acquisition of a 100% legal and beneficial interest in one granted exploration licence (EL 08/3122) in WA comprising the Stadlers Project.

3. Restricted Securities

The Company confirms that the following securities will be subject to restriction pursuant to the ASX Listing Rules for the period outlined below:

Security Number Restriction Period

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Shares	5,600,001	24 months from the date of quotation
Shares	6,466,667	12 months from the date of issue
Options1	9,250,000	24 months from the date of quotation

Note: Comprising 5,000,000 Options exercisable at $0.20 and expiring 29 January 2026, 2,250,000 Options exercisable at $0.25 and expiring 1 July 2024 and 2,000,000 Options exercisable at $0.25 and expiring 26 October 2026. The full terms and conditions of these Options are set out in sections 9.2 and 9.3 of the Prospectus.

The Company confirms that in relation to the Deferred Consideration Shares:

• (a) the Company has provide a deed of undertaking that these securities will only be issued to the shareholders of Oberon Gold Pty Ltd (or their nominees) and to Gilmore Metals Pty Ltd (or their nominees) upon satisfaction of the Sampson Tank Milestone and Reed Creek Milestone (as applicable); and

• (b) if the Deferred Consideration Shares are issued within 12 months from the date of admission to the ASX, these securities shall be classified as restricted securities and made subject to an escrow period ending on the date that is the balance of 12 months from the date the Company’s securities are quoted.

4. Capital Structure

The Company’s capital structure at the date of admission to the Official List of ASX is set out below:

Security	Number
Shares	39,291,667
Options (unquoted)1	9,250,000

In addition to the above, the Company notes that part of the consideration payable under the Acquisition Agreements is up to a maximum of 3,783,784 Deferred Consideration Shares subject to the Company achieving certain performance milestones in respect of the Sampson Tank Project and the Reedy Creek Project. Further details regarding the Deferred Consideration Shares and the Milestones are set out in section 8.1 and 9.5 of the Prospectus.

5.

Confirmations regarding the Projects

The Company confirms the following:

• (a) none of the Tenements have expired and are not currently subject to renewal. The Company will apply to renew the Tenements as and when required.

• (b) a standard form access agreement has been entered into in respect of the Reedy Creek Project and that the Company will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b); and

• (c) there are no legal, regulatory, statutory or contractual impediments to the Company entering the granted Tenements and carrying out the exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of LR 1.3.2(b).

This announcement has been authorised by the Board of Directors.

For further information please contact:

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Mauro Piccini Company Secretary Email: MP@miradorcorporate.com Telephone: +61 8 6559 1792

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