CODA MINERALS LTD — Capital/Financing Update 2022

Mar 2, 2022

Proposed issue of securities

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Announcement Summary

Entity name

CODA MINERALS LTD

Announcement Type

New announcement

Date of this announcement

3/3/2022

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
New class-code to be	Unquoted Options - ex $1.50, expiry 22/12/23	991,804
confirmed
COD	ORDINARY FULLY PAID	26,763,883

Proposed +issue date 13/4/2022

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

CODA MINERALS LTD

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

49625763957

1.3 ASX issuer code

COD

1.4 The announcement is

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New announcement

1.5 Date of this announcement

3/3/2022

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 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No 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 COD : ORDINARY FULLY PAID Number of +securities proposed to be issued 26,381,383 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 Takeover consideration under offer to acquire issued securities in Torrens Mining Limited. See Bidder's Statement dated 2 March 2022. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Proposed issue of securities

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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

COD : ORDINARY FULLY PAID

Number of +securities proposed to be issued

382,500

Offer price details

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

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No

Please describe the consideration being provided for the +securities

Consideration for the purchase of 7,500,000 Torrens Mining Limited options (exercisable at $0.30 on or before 12 April 2024). Please refer to section 6.2 of Bidder's Statement dated 2 March 2022.

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

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

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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

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Proposed issue of securities

Details of +securities proposed to be issued

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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 - ex $1.50, expiry 22/12/23
+Security type
Options
Number of +securities proposed to be issued
991,804
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
Consideration for the purchase of 6,047,583 Torrens options (exercisable at $0.30 on or before 22 December 2023).
Please refer to section 6.2 of Bidder's Statement dated 2 March 2022.
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?
Yes
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 1.5000 22/12/2023
Details of the type of +security that will be issued if the option is exercised
COD : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
991,804
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Proposed issue of securities

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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.

Refer to the Bidder's Statement - https://www.asx.com.au/asxpdf/20220302/pdf/456m13v4v9rxhj.pdf

Part 7C - Timetable

7C.1 Proposed +issue date

13/4/2022

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

(i) 382,500 fully paid ordinary shares issued as consideration for the purchase of 7,500,000 Torrens options (exercisable at $0.30 on or before 12 April 2024) and (ii) 991,804 unquoted options (each exercisable at $1.50 on or before 22 December 2023) issued as consideration for the purchase of 6,047,583 Torrens options (exercisable at $0.30 on or before 22 December 2023).

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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? No

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

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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 Refer to section 8.6(b) of the Bidder's Statement dated 2 March 2022.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Issued as takeover consideration under the offer to acquire the issued securities in Torrens Mining Limited. See Bidder's Statement dated 2 March 2022 for further information.

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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