CARBINE RESOURCES LIMITED — Capital/Financing Update 2021

Mar 31, 2021

Proposed issue of securities

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Announcement Summary

Entity name

CARBINE RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday April 1, 2021

The Proposed issue is:

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A placement or other type of issue

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
n/a	Performance Rights	10,000,000
n/a	Unquoted options exercisable at $0.06 each and expiring 5	50,000,003
	years from the date of issue
n/a	Unquoted options exercisable at $0.06 each and expiring 5	25,000,000
	years from date of issue
CRB	ORDINARY FULLY PAID	200,000,010
Proposed +issue date
Thursday May 20, 2021

Refer to next page for full details of the announcement

Proposed issue of securities

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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

ABN

Registration Number

65105578756

1.3 ASX issuer code

CRB

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday April 1, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Proposed issue of securities

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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 Friday May 14, 2021 Estimated

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

Offer price details

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

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Proposed issue of securities

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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	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 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

Incentive securities to be issued to proposed directors

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Proposed issue of securities

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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.

Material terms will be included in the notice of meeting to be lodged with the ASX in due course

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)

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

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Proposed issue of securities

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

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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.

Material terms will be included in the notice of meeting to be lodged with the ASX in due course

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

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

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

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Proposed issue of securities

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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.

Do not rank at all

Part 7C - Timetable

7C.1 Proposed +issue date

Thursday May 20, 2021

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

Friday May 14, 2021

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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 7F.2 Any other information the entity wishes to provide about the proposed issue Dates are indicative only and are subject to change without notice

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