CARBINE RESOURCES LIMITED — Capital/Financing Update 2021

Apr 19, 2021

Proposed issue of securities

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Update Summary

Entity name

CARBINE RESOURCES LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Tuesday April 20, 2021

Reason for update to a previous announcement

Update to timetable

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CARBINE 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.

1.2 Registered Number Type

Registration Number

ABN 65105578756

1.3 ASX issuer code

CRB

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Update to timetable

1.4b Date of previous announcement(s) to this update

Thursday April 1, 2021

1.5 Date of this announcement

Tuesday April 20, 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 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Thursday May 20, 2021 Actual

Comments

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

CRB : ORDINARY FULLY PAID

Number of +securities proposed to be issued

200,000,010

Reason for the update of 'Maximum Number of +securities proposed to be issued'

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

As partial consideration for 100% of the shares of Australian United Silica Corporation Pty Ltd

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

6,000,000.000000

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

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 Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued

10,000,000

Reason for the update of 'Maximum Number of +securities proposed to be issued'

Offer price details

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

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No

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Please describe the consideration being provided for the +securities

Incentive securities to be issued to proposed directors

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? No

If some of the issued +securities do not rank equally

Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period

On vesting and conversion of the performance right into a shares

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason Do not rank at all

Performance options/rights details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000

Details of the type of +security that will be issued if the option is exercised CRB : ORDINARY FULLY PAID

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

One fully paid ordinary shares (ASX: CRB)

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.

See notice of meeting lodged with ASX on 20 April 2021

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

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ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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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 Unquoted options exercisable at $0.06 each and expiring 5 years from the date
of issue
+Security type
Options
Number of +securities proposed to be issued
50,000,003
Reason for the update of 'Maximum Number of +securities proposed to be issued'
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
As partial consideration for 100% of the shares of Australian United Silica Corporation Pty Ltd
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
No
If some of the issued +securities do not rank equally
Is the actual date from which the +securities will rank equally (non-ranking
end date) known?
No
Provide the estimated non-ranking end period
Until exercise of the option into a share
Please state the extent to which the +securities do not rank equally:
In relation to the next dividend, distribution or interest payment; or
For any other reason
Do not rank at all
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Options details

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Expiry date

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+Security currency AUD - Australian Dollar

Exercise price AUD 0.0600

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

CRB : ORDINARY FULLY PAID

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

One fully paid ordinary share (ASX: CRB)

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.

See notice of meeting lodged with ASX on 20 April 2021

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 Unquoted options exercisable at $0.06 each and expiring 5 years from date of issue

+Security type Options Number of +securities proposed to be issued 25,000,000

Reason for the update of 'Maximum Number of +securities proposed to be issued'

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities

Facilitation fee in connection with the acquisition of Australian United Silica Corporation Pty Ltd

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? No

If some of the issued +securities do not rank equally

Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period

Until exercise of the option into a share

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

Do not rank at all

Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0600

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

CRB : ORDINARY FULLY PAID

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

One fully paid ordinary share (ASX: CRB)

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.

See notice of meeting lodged with ASX on 20 April 2021

Part 7C - Timetable

7C.1 Proposed +issue date

Friday May 28, 2021

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Part 7D - Listing Rule requirements

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7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Thursday May 20, 2021 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? Yes 7D.3a Please enter, the number and +class of the +restricted securities and the date from which they will cease to be +restricted securities To be advised 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? No 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 Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Consideration for the acquisition of Australian United Silica Corporation Pty Ltd and for facilitation of the acquisition 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

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7F.2 Any other information the entity wishes to provide about the proposed issue

Dates are indicative only and are subject to change. Further details are set out in the notice of meeting lodged with the ASX on 20 April 2021

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