G11 RESOURCES LIMITED — Capital/Financing Update 2020

Feb 19, 2020

Proposed issue of securities

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Announcement Summary

Entity name

ODIN METALS LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday February 20, 2020

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
n/a	Unlisted options exercisable at $0.08 expiring 31 December	3,500,000
	2022
n/a	Unlisted options exercisable at $0.10 expiring 31 December	3,250,000
	2022
n/a	Unlisted options exercisable at $0.12 expiring 31 December	3,250,000
	2022
n/a	Unlisted performance options exercisable at $0.10 expiring 4	30,000,000
	years from the date of issue
ODM	ORDINARY FULLY PAID	112,250,000
Proposed +issue date
Thursday February 27, 2020

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ODIN 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

32141804104

1.3 ASX issuer code

ODM

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday February 20, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

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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

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Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Friday April 3, 2020	actual?	received/condition met?
		Estimated

Comments

Placement Tranche 1: comprising up to 23,057,900 Shares, is not subject to shareholder approval and will fall within the Company's existing 15% placement capacity under ASX Listing Rule 7.1.

Placement Tranche 2:comprising up to 83,192,100 Shares, will be issued subject to Shareholder Approval at a General Meeting to be held on or around Friday, 3 April 2020.

Broker Options: Brokers to the Placement to be issued unlisted options subject to Shareholder Approval at a General Meeting to be held on or around Friday, 3 April 2020.

Performance Options: Board, management and advisor performance options will be issued subject to Shareholder Approval at a General Meeting to be held on or around Friday, 3 April 2020.

Transaction Shares: Transaction shares are subject to Shareholder Approval at a General Meeting to be held on or around Friday, 3 April 2020.

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? No

Proposed issue of securities

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Proposed issue of securities

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Details of +securities proposed to be issued

ASX +Security Code and Description

ODM : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued 106,250,000

Purpose of the issue

Proceeds from the Placement will be used to Progress the transaction with Vale, exploration on the Monte Azul Project and working capital.

Offer price details for retail security holders

In what currency is the cash consideration being paid? AUD - Australian Dollar

What is the issue price per +security? AUD 0.04000

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

Oversubscription & Scale back details

May a scale back be applied to this event? No

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

ODM : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

6,000,000

Proposed issue of securities

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Proposed issue of securities

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Purpose of the issue

1,000,000 Shares are to be issued to the quotaholders of IMS Engenharia Mineral Ltda (IMS) within 120 days of exercising the

option

5,000,000 shares are to be issued to a party nominated by GRB Grafite Do Brasil Mineração Ltda. (GRB) following execution of the Transfer of Mineral Rights Commitment Agreement.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security?

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

Oversubscription & Scale back details

May a scale back be applied to this event? No

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 Unlisted options exercisable at $0.08 expiring 31 December 2022

+Security Type

Options Maximum Number of +securities proposed to be issued 3,500,000

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Purpose of the issue

Broker remuneration

Offer price details for retail security holders In what currency is the cash What is the issue price per consideration being paid? +security?

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Oversubscription & Scale back details May a scale back be applied to this event? No

Options details +Security Currency Exercise Price Expiry date AUD - Australian Dollar AUD 0.0800 Saturday December 31, 2022 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option ODM : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

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)

Proposed issue of securities

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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 Unlisted options exercisable at $0.10 expiring 31 December 2022

+Security Type

Options

Maximum Number of +securities proposed to be issued

3,250,000

Purpose of the issue

Broker remuneration

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security?

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

Oversubscription & Scale back details

May a scale back be applied to this event? No

Options details

+Security Currency AUD - Australian Dollar

Exercise Price Expiry date AUD 0.1000 Saturday December 31, 2022

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

ODM : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

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Proposed issue of securities

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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 Unlisted options exercisable at $0.12 expiring 31 December 2022

Details of +securities proposed to be issued

+Security Type

Options Maximum Number of +securities proposed to be issued 3,250,000

Purpose of the issue

Broker remuneration

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security?

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

Oversubscription & Scale back details

May a scale back be applied to this event? No

Options details

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+Security Currency AUD - Australian Dollar

Exercise Price AUD 0.1200

Expiry date Saturday December 31, 2022

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

ODM : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

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 Unlisted performance options exercisable at $0.10 expiring 4 years from the date of issue

+Security Type

Options Maximum Number of +securities proposed to be issued 30,000,000

Purpose of the issue

Issued to the board, management and advisor's as part remuneration for services provided, and to be provided, over the coming 12 months.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security?

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

Oversubscription & Scale back details

May a scale back be applied to this event? No

Options details

+Security Currency Exercise Price Expiry date AUD - Australian Dollar AUD 0.0100 Wednesday April 3, 2024

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

ODM : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

Vesting Conditions;

• 7.5 million Options (25%) to vest immediately upon shareholder approval;

• 7.5 million Options (25%) vest upon the announcement of a JORC 2012 Inferred Resource on the Monte Azul Project; and

• 15.0 million Options (50%) vest 24 months from the date of issue, subject to the 15 day VWAP of Odin exceeding $0.20.

Part 7C - Timetable

7C.1 Proposed +issue date

Thursday February 27, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the 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 April 3, 2020

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? Yes

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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

Transaction shares:

1,000,000 ORD escrowed for 12 months from the date of issue.

5,000,000 ORD escrowed for 12 months to from the date of issue.

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?

Discovery Capital Partners Pty Ltd

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

(a) A Management Fee of 1% of all funds raised pursuant to the Capital Raising; and

(b) A Capital Raising Fee of 5% on all funds raised by the Company pursuant to the Capital Raising out of which Discovery will pay all fees to other brokers and third-party intermediaries as agreed by Discovery.

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

3,500,000 options exercisable at $0.08 on or before 31 December 2022

3,250,000 options exercisable at $0.10 on or before 31 December 2022 3,250,000 options exercisable at $0.12 on or before 31 December 2022

Part 7F - Further Information

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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