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EASTERN RESOURCES LIMITED Share Issue/Capital Change 2024

Nov 19, 2024

64824_rns_2024-11-19_0f277bf0-2b57-4085-8f85-409f51b6847f.pdf

Share Issue/Capital Change

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20 November 2024

Australian Securities Exchange Limited Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000

CONSOLIDATION OF CAPITAL

Eastern Resources Limited (ASX: EFE) advises approval of a consolidation of the capital of the Company, including issued shares and unquoted securities through the conversion of every ten (10) shares into one (1) share (Consolidation).

The Consolidation has been approved on the basis that it will reduce the number of shares on issue resulting in a more appropriate and effective capital structure for EFE (creating a share count below one billion) and provide for a share price that is considered more appealing to a wider range of investors.

The issued shares and unquoted securities that will be impacted by the consolidation are:

Security type Quoted/unquoted Number Details
Ordinary shares Quoted 1,241,946,461 Fully paid ordinary shares
Options Unquoted 20,765,519 Exercise price $0.05, expiry date 30/09/25
Performance rights Unquoted 46,500,000 Expiring:
Three years after the date of issue, on
19/12/2026
Vesting:
On the 20-day volume weighted average
price of the Company’s Shares being at least
$0.014
Performance rights Unquoted 19,000,000 Expiring:
Five years after the date of issue, on
28/12/2027
Vesting:
On the 20 day volume weighted average
price (20 day VWAP) of $0.06 within 3 years
afterthe date oftheir issue

The Consolidation applies equally to all shareholders and as such the shareholders proportional interest in the Company’s issued capital will remain unchanged (other than minor variations resulting from the rounding of fractional shareholdings).

[A][ c/- BDJ Partners, Level 8, 124 Walker Street, North Sydney NSW 2060 ] T +61 2 9906 7551 | E [email protected]

Table 1: Effect of the Consolidation

Security Number (pre-
Consolidation)
Number (post-
Consolidation)
Shares
Shares on issue 1,241,946,461 124,194,646
Options
Options on issue 20,765,519 2,076,552
Performance Rights
Performance Rights on issue 65,500,000 6,550,000

Note: This does not include any Performance Rights or Shares contemplated by Resolutions 3 to 10 in the 2024 Notice of Meeting and assumes no performance rights or options are converted. These are approximate numbers only. The actual numbers will depend on the number of Shares, Performance Rights and Options held by each security holder as at 20 November 2024 and the effects of rounding

Terms

  • Where the Consolidation results in an entitlement to a fraction of a share (whether with respect to ordinary shares, performance rights or options), the fraction will be rounded up to the nearest whole number.

  • The proportion of equity owned by each security holder in the share capital of EFE will be maintained after the Consolidation (subject to rounding), assuming no other changes in the capital structure of EFE.

  • The Consolidation will not change the total amount allocated to the share capital account.

  • The Consolidation does not result in a security holder’s shares being cancelled or redeemed.

  • • The Consolidation does not involve any variation of rights attaching to any shares.

Taxation

It is not considered that any taxation implications will arise for security holders because of the Consolidation. The cost base of the shares held after the Consolidation will be the same as that preconsolidation. Likewise, the acquisition date of shares will also not change. Security holders however should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither EFE nor any of its officers or employees assumes any liability or responsibility for the individual security holder taxation implications arising from the Consolidation.

Holding Statements

From the date two business days after the approval of Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of shares on a post-consolidation basis. New holding statements will be issued to security holders, with responsibility sitting with each security holder to check the number of shares held prior to any disposal or exercise (as the case may be).

Timetable

Table 2: timetable of the Consolidation

The Consolidation will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 7) of the ASX Listing Rules.

Action Date
Effective date of Consolidation (being the date Shareholder approval is obtained). 20 November 2024
Last day for pre-Consolidation trading. 21 November 2024
Post-Consolidation trading starts on a deferred settlement basis. 22 November 2024
Record Date
Last day for Company to register transfers on a pre-Consolidation basis.
25 November 2024
First day for Company to update its register and to send holding statements to
Security Holders reflecting the change in the number of Securities they hold.
26 November 2024
Last day for Company to update its register and to send holding statements to
Security Holders reflecting the change in the number of Securities they hold.
Deferred settlement market ends
2 December 2024

This announcement has been authorised for release by the Board.

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Heath Roberts Company Secretary