ECLIPSE METALS LIMITED. — Capital/Financing Update 2021

Jan 13, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

ECLIPSE METALS LIMITED.

Announcement Type

New announcement

Date of this announcement

Thursday January 14, 2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

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
n/a	ASX Code: EPMAA 1.5 cents Unlisted Options	62,500,000
EPM	ORDINARY FULLY PAID	154,000,000

Proposed +issue date Friday March 5, 2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

ECLIPSE METALS LIMITED.

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

85142366541

1.3 ASX issuer code

EPM

1.4 The announcement is

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Thursday January 14, 2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Friday March 5, 2021 Estimated

Comments

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

EPM : ORDINARY FULLY PAID

Number of +securities proposed to be issued

154,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Proposed issue of securities

3 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Please describe the consideration being provided for the +securities

The 2nd phase of consideration for the acquisition of the Ivittuut Project being MEL2007-45 (Tenement) in Greenland and associated mining information in relation to the Tenement.

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

1,386,000.000000

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

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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes

ASX +security code +Security description New class-code to be confirmed ASX Code: EPMAA 1.5 cents Unlisted Options

+Security type

Options

Number of +securities proposed to be issued

62,500,000

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

The 2nd phase of consideration for the acquisition of the Ivittuut Project being MEL 2007-45 (Tenement) in Greenland and associated mining information in relation to the Tenement

Proposed issue of securities

4 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0150 Tuesday March 5, 2024

Details of the type of +security that will be issued if the option is exercised

EPM : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

62,500,000

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.

http://eclipseuranium.com.au/

Part 7C - Timetable

7C.1 Proposed +issue date

Friday March 5, 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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Friday March 5, 2021

Proposed issue of securities

5 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

40,500,000 Shares will cease to be in escrow on 05 March 2023

40,500,000 Shares will cease to be in escrow on 05 March 2022 36,500,000 Shares will cease to be in escrow on 05 March 2022 25,000,000 Unlisted Options will cease to be in escrow on 05 March 2023 25,000,000 Unlisted Options will cease to be in escrow on 05 March 2022

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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 There will also be the payment of AUD $100,000 cash payable as part of the 2nd phase consideration

Part 7F - Further Information

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

The acquisition of the Ivittuut Project being MEL 2007-45 (Tenement) in Greenland and associated mining information in relation to the Tenement

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

Proposed issue of securities

6 / 6