CORE LITHIUM LTD — Capital/Financing Update 2021

Feb 3, 2021

Proposed issue of securities

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Announcement Summary

Entity name

CORE LITHIUM LTD

Announcement Type

New announcement

Date of this announcement

Thursday February 4, 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
CXO	ORDINARY FULLY PAID	162,007,000
CXOAB	OPTION EXPIRING VARIOUS DATES EX VARIOUS	81,003,500
	PRICES

Proposed +issue date Friday February 12, 2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CORE LITHIUM 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.

1.2 Registered Number Type

ABN

Registration Number

80146287809

1.3 ASX issuer code

CXO

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday February 4, 2021

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 - 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

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

CXO : ORDINARY FULLY PAID

Number of +securities proposed to be issued

162,007,000

Offer price details

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

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.25000

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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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ASX +security code and description

CXOAB : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Number of +securities proposed to be issued

81,003,500

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

Free attaching unquoted options issued in conjunction with share placement. The options have an exercise price of $0.45 and two year expiry.

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? 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

The securities will not rank equally with other unquoted options on issue due to a different exercise price and expiry date. Any CXO shares issued upon exercise of the unquoted options will rank equally with all other CXO shares on issue.

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

There are no dividend, distribution or interest payment rights attaching to these securities or any other securities (unquoted options) in the class. The unquoted options will have a different exercise price and expiry to existing unquoted options on issue.

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Part 7C - Timetable

7C.1 Proposed +issue date

Friday February 12, 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? 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?

62,007,000 CXO shares 81,003,500 CXOAB attaching unquoted options

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

100,000,000 CXO shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company has issued shares as a placement to sophisticated, professional and institutional investors. The issue has been made as a placement and not as a pro-rata issue or other type of offer in which existing shareholders would have been able to participate. This approach has been taken as it considered that the issue, being carried out as part of the placement, is the most cost-efficient and expedient method available at the time for raising, at an appropriate price, the funds required by the Company to achieve its objectives, given the funding certainty, strong investor enquiry and the pricing achieved under the Placement. The Company has offered shareholders the opportunity to participate in a security purchase plan in June 2020.

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

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Part 7E - Fees and expenses

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7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Jett Capital Advisors LLC, Bell Potter Securities Limited and Taylor Collison Limited as joint lead managers and Petra Capital Pty Ltd as Co-Broker.

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Up to 5.5% of gross funds raised is payable for acting as joint lead manager.

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

Advancement of the 100% owned Finniss Lithium Project towards development and potential final investment decision, resource growth drilling and working capital requirements.

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

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