CHALLENGER GOLD LIMITED — Share Issue/Capital Change 2022

Sep 20, 2022

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

CHALLENGER EXPLORATION LIMITED

Date of this announcement

Wednesday September 21, 2022

The +securities the subject of this notification are:

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Other

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Convertible Debenture	1	12/09/2022
to be confirmed

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

CHALLENGER EXPLORATION LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

45123591382

1.3 ASX issuer code

CEL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

21/9/2022

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

Convertible Debenture as announced in Appendix 3B on 9 September 2022

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

New +securities ASX +security code +Security description New class - code to be confirmed Convertible Debenture +Security type ISIN code +Convertible debt securities Date the +securities the subject of this notification were issued 12/9/2022 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://www.asx.com.au/asxpdf/20220909/pdf/45dxwqsgwzc013.pdf

+Convertible debt securities Details

Type of +security Convertible note or bond +Security currency Face value Interest rate type USD - US Dollar USD 15,000,000.00000000 Fixed rate Frequency of coupon/interest payments per year First interest payment date Quarterly Interest rate per annum Is the interest rate per annum estimated at this time? No 9.00 %

s128F of the Income Tax Assessment Act status applicable to the +security

Not applicable

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Is the +security perpetual (i.e. no maturity)? Maturity date No 11/9/2026

Select other feature(s) applicable to the +security Convertible

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the existing class of +security that will be issued if the securities are converted, transformed or exchanged

Other

Description

Debenture when converted will be converted into CEL ordinary shares

Any other information the entity wishes to provide about the +securities the subject of this notification

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

the issue of the Debenture was announced in a 3B on 9 September 2022

Issue details

Number of +securities

1

Were the +securities issued for a cash consideration?

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Yes

In what currency was the cash consideration being What was the issue price per +security? paid? USD - US Dollar USD 15,000,000.00000000

Purpose of the issue

Other

Additional Details

Advance the Hualilan Gold Project and the El Guayabo Project and for general working capital

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
CEL : ORDINARY FULLY PAID	1,044,911,250

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
CELAF : PERFORMANCE RIGHTS	24,772,427
CELAE : PERFORMANCE SHARES	120,000,000
CELAT : OPTION EXPIRING 20-JUL-2025 VARIOUS PRICES	10,000,000
New class - code to be confirmed : Convertible Debenture	1

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

Approximately 89,007,566

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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