FALCON METALS LTD — Capital/Financing Update 2024

Jul 14, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

FALCON METALS LTD

Announcement Type

New announcement

Date of this announcement

15/7/2024

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	1,260,000 unquoted options exercisable at $0.38 expiring 30	1,260,000
confirmed	June 2027
New class-code to be	1,260,000 unquoted options exercisable at $0.38 expiring 30	1,260,000
confirmed	June 2028

Proposed +issue date

28/11/2024

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

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

New announcement

1.5 Date of this announcement

15/7/2024

1.6 The Proposed issue is:

A placement or other type of issue

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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 28/11/2024 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 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? No No ASX +security code +Security description New class-code to be confirmed 1,260,000 unquoted options exercisable at $0.38 expiring 30 June 2027

+Security type

Options

Number of +securities proposed to be issued

1,260,000

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Appendix 3B - Proposed issue of securities

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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

	Please describe the consideration being provided for the +securities	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 currency	Exercise price	Expiry date
	AUD - Australian Dollar	AUD 0.3800	30/6/2027
	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
	1,260,000
	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. https://www.falconmetals.com.au/wp-content/uploads/2024/01/Annexure-A-2023.11-Employee-Securities-Incentive-Plan-
	Falcon-Metals-Ltd.pdf
	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 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?	No
	No

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Appendix 3B - Proposed issue of securities

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ASX +security code +Security description New class-code to be confirmed 1,260,000 unquoted options exercisable at $0.38 expiring 30 June 2028 +Security type Options Number of +securities proposed to be issued 1,260,000 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 currency Exercise price Expiry date AUD - Australian Dollar AUD 0.3800 30/6/2028 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 1,260,000 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. https://www.falconmetals.com.au/wp-content/uploads/2024/01/Annexure-A-2023.11-Employee-Securities-Incentive-PlanFalcon-Metals-Ltd.pdf

Part 7C - Timetable

7C.1 Proposed +issue date 28/11/2024

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Appendix 3B - Proposed issue of securities

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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 28/11/2024 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

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 interest 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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