FALCON METALS LTD — Capital/Financing Update 2023

Oct 1, 2023

Proposed issue of securities

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Announcement Summary

Entity name

FALCON METALS LTD

Announcement Type

New announcement

Date of this announcement

2/10/2023

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
New class-code to be	250000 unquoted options exercisable at $0.24 expiring 30	250,000
confirmed	September 2026
New class-code to be	250000 unquoted options exercisable at $0.24 expiring 30	250,000
confirmed	September 2027

Proposed +issue date

28/11/2023

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

FALCON METALS 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.

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 651893097

1.3 ASX issuer code

FAL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

2/10/2023

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 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 28/11/2023 Estimated

Comments

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

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

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? No No ASX +security code +Security description New class-code to be confirmed 250000 unquoted options exercisable at $0.24 expiring 30 September 2026

+Security type

Options

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Proposed issue of securities

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Proposed issue of securities
Number of +securities proposed to be issued
250,000
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 share options are issued to directors under the Employee Securities Incentive	Plan as part of their remuneration and
to ensure alignment between shareholder and director/management interest.
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 currencyExercise price	Expiry date
AUD - Australian DollarAUD 0.2400	30/9/2026
Details of the type of +security that will be issued if the option is exercised
FAL : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
250000
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.https://announcements.asx.com.au/asxpdf/20211220/pdf/454cgkjf9c5njr.pdf
Is the proposed security a 'NewWill the proposed issue of this
class' (+securities in a class that is+security include an offer of
not yet quoted or recorded by ASX)attaching +securities?
or an 'Existing class' (additionalNo
securities in a class that is already
quoted or recorded by ASX)?
New class

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Proposed issue of securities

Details of +securities proposed to be issued

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----- Start of picture text ----- ISIN Code (if Issuer is a foreign company and +securities are non CDIs)Have you received confirmation from Will the entity be seeking quotationASX that the terms of the proposed of the 'new' class of +securities on+securities are appropriate and ASX?equitable under listing rule 6.1? NoNoASX +security code +Security descriptionNew class-code to be confirmed 250000 unquoted options exercisable at $0.24 expiring 30 September 2027+Security typeOptionsNumber of +securities proposed to be issued250,000Offer price detailsAre the +securities proposed to be issued being issued for a cash consideration?NoPlease describe the consideration being provided for the +securitiesThe share options are issued to directors under the Employee Securities Incentive Plan as part of their remuneration andto ensure alignment between shareholder and director/management interest.Please provide an estimate of the AUD equivalent of the consideration beingprovided for the +securitiesWill all the +securities issued in this class rank equally in all respects fromtheir issue date?YesOptions details+Security currency Exercise price Expiry dateAUD - Australian Dollar AUD 0.2400 30/9/2027Details of the type of +security that will be issued if the option is exercisedFAL : ORDINARY FULLY PAIDNumber of securities that will be issued if the option is exercised250000----- End of picture text -----

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Proposed issue of securities

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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. https://announcements.asx.com.au/asxpdf/20211220/pdf/454cgkjf9c5njr.pdf

Part 7C - Timetable 7C.1 Proposed +issue date 28/11/2023 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 28/11/2023 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? 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 N/A

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Part 7F - Further Information

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

Options issued under the Employee Incentive Scheme aimed to align the interests of participants with shareholders

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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