EQ RESOURCES LIMITED — Capital/Financing Update 2024

May 20, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

EQ RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

21/5/2024

The Proposed issue is:

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
New class-code to be	EQRAP: OPTION EXPIRING 29-MAY-2027 EX $0.0675	70,370,370
confirmed
New class-code to be	EQRAQ (Directors): OPTION EXPIRING 29-MAY-2027 EX	1,703,704
confirmed	$0.0675
New class-code to be	EQRAR (Loan): OPTION EXPIRING 29-MAY-2027 EX	13,101,578
confirmed	$0.0675
New class-code to be	EQRAS (Broker): OPTION EXPIRING 29-MAY-2027 EX	20,000,000
confirmed	$0.0675
EQR	ORDINARY FULLY PAID	255,526,955

Proposed +issue date

29/5/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

EQ RESOURCES 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

115009106

1.3 ASX issuer code

EQR

1.4 The announcement is

New announcement

1.5 Date of this announcement

21/5/2024

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 26/6/2024 Estimated No

Comments

Approximately 5,111,111 shares and 1,703,704 options to Directors, subject to shareholder approval on the terms of the Placement as announced on 21 May 2024.

In addition, approximately 39,304,733 Shares and 13,101,577 Options will be issued to Zhui Pei Yeo (or his nominee) as repayment of his director loan, subject to shareholder approval and on the same terms as the placement.

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

EQR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

211,111,111

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 0.04500

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Appendix 3B - Proposed issue of securities

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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 do not have +CDIs issued over them)

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? Yes No ASX +security code +Security description New class-code to be confirmed EQRAP: OPTION EXPIRING 29-MAY-2027 EX $0.0675

+Security type

Options

Number of +securities proposed to be issued

70,370,370

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

Participants will receive one (1) free attaching option for every three (3) shares subscribed for under the Placement

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

AUD 0.0675

Expiry date

29/5/2027

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Appendix 3B - Proposed issue of securities

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

EQR : ORDINARY FULLY PAID

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

one (1) fully paid ordinary share

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.

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

EQR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

5,111,111

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 0.04500

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 do not have +CDIs issued over them)

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No

Will the entity be seeking quotation of the 'new' class of +securities on ASX? Yes

ASX +security code +Security description New class-code to be confirmed EQRAQ (Directors): OPTION EXPIRING 29-MAY-2027 EX $0.0675

+Security type

Options

Number of +securities proposed to be issued

1,703,704

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

Participants will receive one (1) free attaching option for every three (3) shares subscribed for under the Placement

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 0.0675 29/5/2027

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

EQR : ORDINARY FULLY PAID

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

one (1) fully paid ordinary share

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.

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

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Appendix 3B - Proposed issue of securities

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Details of +securities proposed to be issued

ASX +security code and description

EQR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

39,304,733

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 0.04500

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 do not have +CDIs issued over them)

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? Yes No ASX +security code +Security description New class-code to be confirmed EQRAR (Loan): OPTION EXPIRING 29-MAY-2027 EX $0.0675

+Security type

Options

Number of +securities proposed to be issued

13,101,578

Offer price details

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

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Please describe the consideration being provided for the +securities

Participants will receive one (1) free attaching option for every three (3) shares subscribed for under the Placement

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 0.0675 29/5/2027

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

EQR : ORDINARY FULLY PAID

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

one (1) fully paid ordinary share

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.

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)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed EQRAS (Broker): OPTION EXPIRING 29-MAY-2027 EX $0.0675

+Security type

Options

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Number of +securities proposed to be issued

20,000,000

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

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Pac Partners Securities Pty Ltd to act as Lead Manager and bookrunner who has provided their engagement letter with a
management fee equal to 2%, and a selling fee equal to 4%, of the proceeds raised (excluding fees paid on contributions
from Directors). An issue of up to 20m options is also proposed on the same terms as those issued under the Capital
Raising.
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 Exercise price Expiry date
AUD - Australian Dollar AUD 0.0675 29/5/2027
Details of the type of +security that will be issued if the option is exercised
EQR : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
one (1) fully paid ordinary share
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.
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Part 7C - Timetable

7C.1 Proposed +issue date

29/5/2024

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

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Appendix 3B - Proposed issue of securities

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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? 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?

70,370,370 EQRAP Options

20,000,000 EQRAS (Broker) 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?

211,111,111 EQR Ordinary 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

EQR has chosen to do a placement to avoid the cost and delay of a pro rata issue. An SPP was considered but was not practical as there was an attached option.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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

Part 7E - Fees and expenses

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

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

Pac Partners Securities Pty Ltd

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

Pac Partners Securities Pty Ltd to act as Lead Manager and bookrunner who has provided their engagement letter with a management fee equal to 2%, and a selling fee equal to 4%, of the proceeds raised (excluding fees paid on contributions from Directors). An issue of up to 20m options at 0.0675 expiring 29 May 2027 is also proposed on the same terms as those issued under the Capital Raising.

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

Expansion of Mt Carbine to 2mtpa and working capital

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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