GENMIN LIMITED — Capital/Financing Update 2021

Mar 8, 2021

Genmin Limited ACN 141 425 292 Suite 7, 1297 Hay Street WEST PERTH WA 6005 www.genmingroup.com ASX Code: GEN

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9 March 2021

Statement of Confirmations

Genmin Limited ( Genmin or Company ) (ASX: GEN) provides the following confirmations to satisfy the conditions for admission of its securities to the Official List of ASX Limited ( ASX ).

Capitalised terms in this announcement have the same meaning as given under the Company’s prospectus dated 9 February 2021 ( Prospectus ).

1. Completion of Offer

The Company confirms that all conditions to the Offer pursuant to the Prospectus have been satisfied and the Company has issued 88,235,294 ordinary fully paid shares ( Shares ) at an issue price of AUD0.34 to raise AUD29,999,999.96.

2. Issue of Securities

The Company also confirms that it has issued:

• (a) 12,253,105 Shares at an issue price of AUD0.34 to Ndovu Capital I B.V. pursuant to the Tembo Offer; and

• (b) pursuant to the JLM Offer;

  • (i) 2,500,000 JLM Options, exercisable at AUD0.442 on or before 7 March 2026 to Foster Stockbroking Nominees Pty Ltd; and

  • (ii) 2,500,000 JLM Options, exercisable at AUD0.442 on or before 7 March 2026 to Bell Potter Nominees Limited.

3. Capital Structure

Following the issue the securities under the Prospectus the capital structure of the Company including details of securities subject to escrow are as follows:

ClassEscrowedSecuritiesUnrestrictedSecuritiesOrdinary Shares250,160,564150,388,190Existing Options14,800,0003,400,000Existing Options2124,403-Existing Options3590,625378,000Existing Options4-1,254,479Existing Options5250,000290,077JLM Options65,000,000-Allocated PerformanceRights76,000,0001,535,000Unallocated PerformanceRights7--Total (diluted)	TotalSecurities400,548,7548,200,000124,403968,6251,254,479540,0775,000,0007,535,0004,215,000
	428,386,338

Genmin Limited ACN 141 425 292 Suite 7, 1297 Hay Street WEST PERTH WA 6005 www.genmingroup.com ASX Code: GEN

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Notes:

1. Existing Unlisted Options exercisable at AUD0.04 on or before 14 August 2022.

2. Existing Unlisted Options exercisable at AUD0.04 on or before 6 June 2022.

3. Existing Unlisted Options exercisable at USD0.25 on or before 30 April 2021.

4. Existing Unlisted Options exercisable at USD0.15 on or before 31 January 2023.

5. Existing Unlisted Options exercisable at USD0.15 on or before 31 July 2024.

6. Unlisted Options exercisable at AUD0.442 on or before 7 March 2026.

7. In 2018, Shareholders approved the establishment of a performance rights plan to allow the Board to issue a maximum of 12,000,000 performance rights. The Company has 7,535,000 performance rights on issue and 4,215,000 performance rights are unallocated. Historically, 250,000 performance rights have been converted to fully paid ordinary shares.

Escrowed Securities

Class	Number	Escrow	Restriction Period
Ordinary Shares	121,220,981	Mandatory	24 months after listing date
Ordinary Shares	128,939,583	Voluntary	24 months after listing date
ExistingOptions1	4,800,000	Mandatory	24 months after listingdate
Existing Options2	124,403	Mandatory	24 months after listing date
Existing Options3	590,625	Mandatory	24 months after listing date
Existing Options4	250,000	Mandatory	24 months after listing date
JLMOptions5	5,000,000	Mandatory	24 months after listing date
Performance Rights	6,000,000	Mandatory	24 months after listing date

Notes:

1. Existing Unlisted Options exercisable at AUD0.04 on or before 14 August 2022.

2. Existing Unlisted Options exercisable at AUD0.04 on or before 6 June 2022.

3. Existing Unlisted Options exercisable at USD0.25 on or before 30 April 2021.

4. Existing Unlisted Options exercisable at USD0.15 on or before 31 July 2024.

5. Unlisted Options exercisable at AUD0.442 on or before 7 March 2026.

4. Convertible Note Deed

The Company confirms that it has fully drawn the USD3 million under the Convertible Noted Deed dated 1 May 2020 and all amounts owing under Convertible Noted Deed has been converted into 12,253,105 Shares pursuant to the Tembo Offer (set out in item 2(a)).

5. Statement of Commitments

Genmin’s functional and presentation currency is United States Dollars.

An updated Sources and Uses of Funds table is set out below based on the actual amount of funds raised and in United States Dollars an exchange rate of AUD: 0.77USD.

Genmin Limited ACN 141 425 292 Suite 7, 1297 Hay Street WEST PERTH WA 6005 www.genmingroup.com ASX Code: GEN

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Sources and Uses of Funds1	$’000AUD	$’000USD
Sources of Funds
Funds raised from the Offer	30,000	23,100
Total Sources	30,000	23,100
_Uses of Funds_2
Baniaka PreliminaryFeasibilityStudy	15,146	11,662
Bakoumba Resource Definition	1,766	1,360
Minvoul/Bitam Regional Exploration	476	367
Capital Items	670	516
General and Administration	1,831	1,410
Expenses of the Offer	3,334	2,567
Expenses of the Offer already paid3	(713)	(549)
WorkingCapital	7,490	5,767
Total Uses	30,000	23,100

Notes:

1. Rounded to the nearest thousand.

2. Subject to modification based on the outcome and success of exploration programs, definition drilling and feasibility studies.

3. Paid from Genmin’s cash reserve before the date of the Prospectus.

The updated Proposed Budget (set out in section 2.6 of the Prospectus) for the expenditure on the Gabon Projects based the actual funds raised and in USD at AUD : 0.77 USD is as follows:

Gabon Projects – Proposed Budget

		**Budget1 **	**millions2 **
Project	Work Plan	AUD	USD
Baniaka	Preliminary Feasibility Study	15.1	11.6
Bakoumba	Drill Testing DID	1.8	1.4
Minvoul/Bitam	Regional Exploration	0.5	0.4
	Total	17.4	13.4

Notes:

1. The Budget set out above is subject to modification based on the outcome and success of exploration programs, in-fill drilling and feasibility studies.

2. Amounts shown in the table are rounded up or down to the nearest hundred thousand.

Genmin Limited ACN 141 425 292 Suite 7, 1297 Hay Street WEST PERTH WA 6005 www.genmingroup.com ASX Code: GEN

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4. ASX Waivers

Genmin confirms that based solely on the information provided by the Company to ASX, the ASX grants the Company a waiver:

• (a) from Listing Rule 1.1 condition 12 to the extent necessary to permit the Company to have on issue 8,324,403 options with an exercise price of AUD0.04 and 1,794,556 options with a USD exercise price equivalent to less than AUD0.20 ( Existing Options ) on condition that the material terms and conditions of the Existing Options are clearly disclosed in the Company’s Prospectus; and

• (b) from Listing Rule 1.1 condition 12 to the extent necessary to permit the Company to have on issue 7,535,000 performance rights ( Performance Rights ) at nil exercise price on condition that the material terms and conditions of the Performance Rights are clearly disclosed in the Prospectus.

ASX has considered Listing Rule 1.1 condition 12 only and makes no statement as to the Company’s compliance with other listing rules.

The announcement has been authorised by the Board of Directors of Genmin.

For more information, please contact:

GV Ariti Simon Hinsley Managing Director and CEO Investor Relations Genmin Limited NWR Communications T: +61 8 9200 5812 M: +61 401 809 653 E: admin@genmingroup.com E: simon@nwrcommunications.com.au