CORAZON MINING LIMITED — Capital/Financing Update 2019

Dec 19, 2019

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ASX: CZN ANNOUNCEMENT

20 December 2019

Company Announcements Office

Australian Securities Exchange Limited Electronic Lodgement System

Dear Sir/Madam

Corazon Mining Limited – ASX announcement

Corazon Mining Limited lodges the following announcement:

• Appendix 3B

Contact and person who authorised the announcement:

Rob Orr Company Secretary T: +61 (8) 6142 6366

Level 2, 38 Richardson St, West Perth, W.A. 6005 | PO Box 8187, Subiaco East, W.A. 6008 Ph: +61 (8) 6142 6366 | info@corazon.com.au | www.corazon.com.au | ASX: CZN

1

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Corazon Mining Limited

ABN

87 112 898 825

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Fully paid ordinary shares ( Shares ) be issued Performance Rights Options 2 Number of[+] securities issued or to 49,953,193 Shares be issued (if known) or maximum 10,000,000 Performance Rights number which may be issued 5,000,000 Options

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

3 Principal terms of the[+] securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares

Performance Rights

Vesting Milestone

The volume weighted average price of the Company’s shares on the ASX being equal to or greater than $0.01 for twenty consecutive trading days within three years from the date of grant of the Performance Rights (Milestone). Upon vesting, each Performance Right will, at the election of the holder, convert into one Share. Expiry If a Performance Right has not been converted into a Share prior to the date that is four years from the date of issue of the Performance Right will automatically lapse. Consideration

The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares Options The amount payable upon exercise of each Option will be $0.007 (Exercise Price). Each Option will expire on 10 July 2022 (Expiry Date)

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Yes Ordinary shares No - Performance Rights Upon vesting, each Performance Right will, at the election of the holder, convert into one ordinary share. the allotted and issued shares will rank equally in all respects with an existing class of quoted securities No - Options Upon exercise, each Option will convert into one ordinary share. the allotted and issued shares will rank equally in all respects with an existing class of quoted securities
	$0.0025 per Shares issued to Related Party in a placement undertaken by the Company as approved at the Annual General Meeting 29 November 2019 (Placement). $0.0025759 per Share issued for Directors Fees Shares, being the 5 day VWAP as approved at the Annual General Meeting 29 November 2019 Nil consideration for Performance Rights and Options
	In accordance with Remuneration package and as approved at the Annual General Meeting 29 November 2019

6a Is the entity an[+] eligible entity that Yes has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 29 November 2019 resolution under rule 7.1A was passed

• See chapter 19 for defined terms.

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6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable)	Nil
	Nil
	N/A
	64,953,193
	N/A
	N/A
	7.1 – 313,247,072 7.1A – 208,831,381
	20 December 2019
	Number	+Class
	2,088,313,816 188,047,956	Ordinary Fully Paid Shares Quoted Options exercisable $0.007 on or before 10 July 2022

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all +securities not quoted on ASX 40,000,000 options to acquire ( including the securities in section fully paid ordinary 2 if applicable) shares exercise price $0.035 on or before 31 March 2020 10,000,000 Performance Rights expire 20 December 2023 options to acquire fully paid ordinary 5,000,000 shares exercise price $0.007 on or before 10 July 2022

• 10 Dividend policy (in the case of a Unchanged trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval N/A required?

• 12 Is the issue renounceable or nonrenounceable?

• 13 Ratio in which the[+] securities will be offered

• 14 +Class of +securities to which the offer relates

• 15 +Record date to determine entitlements

• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

• 17 Policy for deciding entitlements in relation to fractions

• See chapter 19 for defined terms.

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18 Names of countries in which the entity has[+] security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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20	Names of any underwriters
21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee payable
	to brokers who lodge acceptances
	or renunciations on behalf of
	+security holders
25	If the issue is contingent on
	+security holders’ approval, the date
	of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent to
	persons entitled
27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell their
	entitlements_in full_through a
	broker?
31	How do+security holders sell_part_
	of their entitlements through a
	broker and accept for the balance?

• See chapter 19 for defined terms.

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• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities

• ( tick one )

• (a) [Securities described in Part 1 ]

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities N/A N/A quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

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20 December 2019

............................................................ Date: ......................... (Company secretary)

Print name: Rob Orr

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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	1,265,283,317
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	115,405,350 shares issued on 11 April 2019 (pursuant to shareholder approval obtained on 30 May 2019) 83,333,334 shares issued on 2 July 2019 (pursuant to shareholder approval obtained on 30 May 2019) 137,999,955 Shares the subject of Appendix 3B (pursuant to Listing Rule 7.2 Exception 15) 28,666,667 Shares the subject of Appendix 3B (pursuant to shareholder approval obtained on 30 May 2019) 244,603,138 Shares the subject of Appendix 3B dated 24 09 2019 (pursuant to shareholder approval obtained on 29 November 2019) 163,068,862 Shares the subject of Appendix 3B dated 24 09 2019 (pursuant to shareholder approval obtained on 29 November 2019) 49,953,193 Shares the subject of Appendix 3B dated 20 12 2019
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	-
“A”	2,088,313,816

Step 2: Calculate 15% of “A”

• See chapter 19 for defined terms.

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“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	313,247,072
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	313,247,072
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	313,247,072 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 2,088,313,816 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 208,831,381

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	208,831,381
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	208,831,381 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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