G11 RESOURCES LIMITED — Capital/Financing Update 2021

Feb 17, 2021

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 18, 2021

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	$0.0001 incentive options	4,000,000
ODM	ORDINARY FULLY PAID	120,000,000

Proposed +issue date

Friday May 14, 2021

Refer to next page for full details of the announcement

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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 18, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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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 Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Wednesday March 31, 2021	actual?	received/condition met?
		Estimated	No

Comments

LR 7.1 approval for 50,000,000 fully paid ordinary shares to be issued as consideration for the acquisition of exploration licences EL8721, EL8722, EL8790, EL8791 and EL8909.

Approval/Condition	Date for determination	Is the date estimated or	** Approval
Other (please specify in	Friday April 30, 2021	actual?	received/condition met?
comment section)		Estimated	No

Comments

Approval to transfer exploration licences under the Mining Act 1992 (NSW)

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)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

ODM : ORDINARY FULLY PAID

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Number of +securities proposed to be issued

50,000,000

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

Issued as consideration for the acquisition of exploration licences EL8721, EL8722, EL8790, EL8791 and EL8909 from Peel Far West Pty Ltd.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 1,000,000.000000

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 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

Number of +securities proposed to be issued

60,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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

What is the issue price per +security? AUD 0.02000

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Proposed issue of securities

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

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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)? Existing class

Details of +securities proposed to be issued

ASX +security code and description ODM : ORDINARY FULLY PAID 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 0.00010

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)

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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 $0.0001 incentive options

+Security type

Performance options/rights

Number of +securities proposed to be issued

4,000,000

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

to be issued as part of the proposed remuneration package for a new director.

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

Performance options/rights details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0001 Sunday March 31, 2024 Details of the type of +security that will be issued if the option is exercised ODM : ORDINARY FULLY PAID

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

1 fully paid ordinary share (ASX:ODM)

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. See the Company's ASX announcement of today's date.

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Part 7C - Timetable

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7C.1 Proposed +issue date

Friday May 14, 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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Wednesday March 31, 2021 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 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 50,000,000 ordinary shares subject to escrow which will cease on the date that is 12 months from the date of the shareholder approval

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

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

Placement - To raise additional working capital

Consideration Shares - to be issued as consideration for the acquisition of the Licences from Peel Far West Pty Ltd. Advisor Shares - to be issued as a fee in connection with the acquisition described above.

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

N/A

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