FORTUNA METALS LTD — Capital/Financing Update 2021

Aug 2, 2021

Proposed issue of securities

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Announcement Summary

Entity name

FRONTIER RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

3/8/2021

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
FNT	ORDINARY FULLY PAID	73,637,743

Ex date

31/8/2021

+Record date

1/9/2021

Offer closing date

15/9/2021

Issue date

22/9/2021

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	Class A Performance Shares	13,461,538
confirmed
New class-code to be	Class B Performance Shares	13,461,538
confirmed
New class-code to be	Options exercisable at $0.02 expiring 3 years from date of	10,000,000
confirmed	grant

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ORDINARY FULLY PAID

FNT

157,692,307

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Proposed +issue date 9/8/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

FRONTIER 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

095684389

1.3 ASX issuer code

FNT

1.4 The announcement is

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New announcement

1.5 Date of this announcement

3/8/2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

FNT : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description FNT : ORDINARY FULLY PAID

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

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 73,637,743 whole number or fractions disregarded

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.01300

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

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

Part 3C - Timetable

3C.1 +Record date

1/9/2021

3C.2 Ex date

31/8/2021

3C.4 Record date

1/9/2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

6/9/2021

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3C.6 Offer closing date

15/9/2021

3C.7 Last day to extend the offer closing date 10/9/2021

3C.9 Trading in new +securities commences on a deferred settlement basis 16/9/2021

3C.11 +Issue date and last day for entity to announce results of +pro rata issue 22/9/2021

3C.12 Date trading starts on a normal T+2 basis 23/9/2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

27/9/2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

CPS Capital and Inyati Capital

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Rights Offer will be underwritten by the JLMs on terms to be determined in due course

3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? CPS Capital and Inyati Capital 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 100% 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? The Rights Offer will be underwritten by the JLMs on terms to be determined in due course 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated The Rights Offer will be underwritten by the JLMs on terms to be determined in due course 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

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3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The funds raised will be applied to exploration and development work on the Company¿s Tolukuma Gold Tenement, the Murraydium Project, general working capital purposes and business development purposes

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Only Australian and New Zealand residents eligible

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Custodians will need to demonstrate the eligibility of the beneficial owners

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://frontierresources.net.au/

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 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 +disclosure document or +PDS for the +securities proposed to be issued

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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 15/9/2021 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

FNT : ORDINARY FULLY PAID

Number of +securities proposed to be issued

57,692,307

Offer price details

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

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Please describe the consideration being provided for the +securities

In consideration for the acquisition of Rare Earths Pty Ltd

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

750,000.000000

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 Class A Performance Shares

+Security type

Performance shares/units

Number of +securities proposed to be issued

13,461,538

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

Partial consideration for the acquisition of Rare Earths Pty Ltd

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

0.000010

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Will all the +securities issued in this class rank equally in all respects from their issue date?

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Yes

Performance shares/units details

+Security currency

AUD - Australian Dollar

Will there be CDIs issued over the +securities?

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No

Is it a partly paid class of +security?

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No

Is it a stapled +security?

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No

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.

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 Class B Performance Shares

+Security type

Performance shares/units

Number of +securities proposed to be issued

13,461,538

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

Partial consideration for the acquisition of Rare Earths Pty Ltd

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000010

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Performance shares/units details

+Security currency

AUD - Australian Dollar

Will there be CDIs issued over the +securities? No

Is it a partly paid class of +security? No

Is it a stapled +security? No

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.

To be provided in a notice of meeting to be sent to shareholders in due course

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? No

Details of +securities proposed to be issued

ASX +security code and description

FNT : ORDINARY FULLY PAID

Number of +securities proposed to be issued

100,000,000

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

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consideration being paid? +security? AUD - Australian Dollar AUD 0.01300

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

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
Yes
ASX +security code	+Security description
New class-code to be confirmed	Options exercisable at $0.02 expiring 3 years from date of grant
+Security type
Options
Number of +securities proposed to be	issued
10,000,000
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 0.00001

Will all the +securities issued in this class rank equally in all respects from their issue date?

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Yes

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Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0200 9/8/2024

Details of the type of +security that will be issued if the option is exercised FNT : ORDINARY FULLY PAID

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

One fully paid ordinary share (ASX:FNT)

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. Refer ASX release dated 3 August 2021

Part 7C - Timetable

7C.1 Proposed +issue date

9/8/2021

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? No

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?

51,089,807

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?

48,910,193

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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?

CPS Capital and Inyati Capital

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

6% brokerage and 10 million options exercisable at $0.02 expiring 3 years from the date of issue

7E.2 Is the proposed issue to be underwritten?

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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

The funds raised from the Capital Raising and Director Placement will be applied to exploration and development work on the Company¿s Tolukuma Gold Tenement, the Murraydium Project, general working capital purposes and business development purposes

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

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)

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