CORAZON MINING LIMITED — Capital/Financing Update 2019

Jun 6, 2019

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 (1) Fully paid ordinary shares ( Shares ) be issued (2) – (4) Quoted Options 2 Number of[+] securities issued or (1) Up to 333,333,333 Shares to be issued (if known) or (2) Up to 222,222,222 Quoted Options maximum number which may be (3) Up to 76,936,900 Quoted Options issued (4) Up to 25,000,000 Quoted Options 3 Principal terms of the[+] securities (1) Fully paid ordinary shares (eg, if options, exercise price and (2) - (4) Quoted Options exercisable $0.007 expiry +securities, date; if the partly amount paid on or before the date that is three years from the date of issue outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• 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

(1) Yes (2) – (4) No – new class of Quoted Options. On exercise of the Options, fully paid ordinary shares issued will rank equally with existing quoted fully paid ordinary shares currently on issue

5 Issue price or consideration

(1) $0.003 per Share (2) Quoted Options issued free attaching to Shares proposed to be issued under the share purchase plan (SPP) (3) Quoted Options issued free attaching to Shares issued to participants in a placement undertaken by the Company as announced on 3 April 2019 (Placement) (4) Quoted Options issued for nil cash consideration to the underwriter of the SPP Further details of the proposed issues are set out in the prospectus dated 3 May 2019 (Prospectus) and the supplementary prospectus dated 7 June 2019 (Supplementary Prospectus).

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

(1) Exploration Expenditure on the Mt Gilmore cobalt-copper-gold project, Lynn Lake nickel project and for general working capital purposes (2) Quoted Options issued free attaching to participants in the SPP (3) Quoted Options issued free attaching to participants in the Placement (4) Quoted Options issued as part consideration to the underwriter of the SPP as set outinthe SupplementaryProspectus.

• See chapter 19 for defined terms.

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6a Is the entity an[+] eligible entity Yes that 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 27 November 2018 resolution under rule 7.1A was passed 6c Number of +securities issued (4) Up to 25,000,000 Quoted Options without security holder approval under rule 7.1 6d Number of +securities issued Nil with security holder approval under rule 7.1A 6e Number of +securities issued (2) Up to 222,222,222 Quoted Options to be with security holder approval issued in accordance with shareholder under rule 7.3, or another approval obtained on 30 May 2019. specific security holder approval (3) Up to 76,936,900 Quoted Options to be (specify date of meeting) issued in accordance with shareholder approval obtained on 30 May 2019. 6f Number of securities issued (1) Up to 333,333,333 Shares proposed to be under an exception in rule 7.2 issued under exception 15. It is noted that shareholder approval was obtained on 30 May 2019 for the issue of Shares under the Shortfall Offer. 6g If securities issued under rule N/A 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 N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• See chapter 19 for defined terms.

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6i Calculate the entity’s remaining 7.1 – 182,103,300 issue capacity under rule 7.1 and 7.1A – 138,068,866 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into Securities proposed to be issued on 10 July uncertificated holdings or 2019 despatch of certificates

Number +Class 8 Number and +class of all Up to 1,714,022,000 Ordinary Fully Paid +securities quoted on ASX Shares ( including the securities in section 2 if applicable) Up to 469,159,122 Quoted Options exercisable $0.007 on or before the date that is three years from the date of issue

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	20,000,000 40,000,000 85,000,000	options to acquire fully paid ordinary shares exercise price $0.015 on or before 29 July 2019 options to acquire fully paid ordinary shares exercise price $0.035 on or before 31 March 2020 options to acquire fully paid ordinary shares exercise price $0.03 on or before 22 August 2019

• 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 N/A 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 41 Reason for request for quotation N/A

41 Reason for request for quotation 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 N/A N/A +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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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.

7 June 2019 Sign here: ............................................................ Date: ......................... (Company secretary) Print name: Rob Orr

== == == == ==

• See chapter 19 for defined terms.

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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

==> picture [415 x 404] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary 1,265,283,317
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 115,405,350 shares issued on 11 April 2019 (pursuant
issued in that 12 month period under an to shareholder approval obtained on 30 May 2019)
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
Subtract the number of fully paid ordinary -
securities cancelled during that 12 month
period
“A” 1,380,688,667
----- End of picture text -----

Step 2: Calculate 15% of “A”

“B” 0.15

• See chapter 19 for defined terms.

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[Note: this value cannot be changed] Multiply “A” by 0.15 207,103,300

7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: 25,000,000 Options (the subject of this Appendix 3B)

• 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” 25,000,000

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

“A” x 0.15

207,103,300

Note: number must be same as shown in Step 2

Subtract “C” 25,000,000 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 182,103,300

[Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” 1,380,688,667 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 0.10 138,068,866

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	138,068,866
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	138,068,866 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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