GENMIN LIMITED - Capital/Financing Update 2024

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ASX Announcement.

2 April 2024

Res onses to Reinstatement Conditions p

Emerging African iron ore producer, Genmin Limited ( Genmin or Company ) (ASX: GEN) is pleased to provide the confirmations below in satisfaction of the conditions for the reinstatement of its shares to official quotation as set out in the conditional reinstatement letter from ASX Limited ( ASX ) to the Company on 21 February 2024 ( Reinstatement Conditions ).

Unless otherwise defined, capitalised terms in this announcement have the same meaning given under the Company’s prospectus dated 7 February 2024 ( Prospectus ).

1. Confirmation in the form of an announcement to the Market Announcements Platform (‘MAP’) that GEN has issued the remaining securities under tranche 2 of the proposed placement to raise up to $13.2 million (‘Placement’).

The Company has issued 87,894,748 New Shares and 29,298,236 New Options under the Tranche 2 Placement (being all of the remaining securities under the Tranche 2 Placement).

2. GEN making an announcement to MAP detailing the results of the pro rata non-renounceable entitlement offer of 1 new share for every 3 shares held at an issue price of $0.10 per new share to raise approximately $15.1 million (‘Entitlement Offer’).

Please refer to the Company’s ASX announcement dated 21 March 2024 titled “Results of Entitlement Offer and Shortfall notice”.

3. Confirmation in a form acceptable to ASX that GEN has received cleared funds for the complete amount of the issue price of every fully paid security issued pursuant to the Placement raising $13.2 million and the Entitlement Offer.

The Company confirms that it has received cleared funds for the complete amount of the issue price of $0.10 for every fully paid ordinary share issued pursuant to the Placement and the Entitlement Offer (totalling approximately $13,236,743), after deducting brokerage commissions and out of pocket expenses, and with the exception of the $8,274,275.20 subscription amount payable by Tembo Capital for the issue of its Entitlement Shares (which funds have been applied and set-off against amounts owing by Genmin to Tembo Capital under the Tembo Capital Loans), and other creditor and director conversions as set out in detail in Appendix 1.

4. Confirmation that:

4.1. Tembo Capital (as defined in GEN’s Prospectus dated 7 February 2024) (‘Tembo’) has subscribed for 100% of its pro-rata entitlement under the Entitlement Offer; and

4.2. conversion of the full outstanding loan balance owing from GEN to Tembo (being approximately $8.25 million) has completed.

The Company confirms that Tembo Capital has subscribed for 100% of its pro rata entitlement under the Entitlement Offer and that all outstanding amounts owing by Genmin to Tembo Capital under the Tembo Capital Loans (totalling $8,300,380.61 as at 24 March 2024) have been repaid via the application and set-off of the total subscription amount payable by Tembo Capital ($8,274,275.20) together with a cash payment of $26,105.41.

GENMIN LIMITED | ASX: GEN | ACN 141 425 292

London House, Suite 3, Level 8, 216 St Georges Terrace, Perth WA 6000 +61 8 9200 5812 | [email protected] | genmingroup.com

ASX Announcement.

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5. GEN demonstrating compliance with Listing Rule 12.1 to the satisfaction of ASX, including:

5.1. an announcement by GEN which contains a detailed use of funds schedule for amounts raised under the Placement and the Entitlement Offer.

The Company confirms that it complies with ASX Listing Rule 12.1 (Level of operations). As set out in the Prospectus and the Company’s Equity Raising Presentation released to the ASX on 7 February 2024, the Company has a clearly outlined level of operations and activity over the next 12-18 months, especially at its 100% owned Baniaka iron ore project.

The funds raised from the Entitlement Offer and Placement are planned to be used in accordance with the table set out below.

Uses of funds	Actual	Actual
	AU$ millions	%
Corporate &general working capital
Corporate1	1.77	7.6%
Baniaka project costs2	3.02	13.0%
Baniakapre-development works3	1.74	7.4%
Libreville office4	0.69	3.0%
Bitam & Bakoumba projects5	0.48	2.1%
Sub-total	7.70	33.1%
Creditor payments	5.81	24.9%
Cost of the Offers	1.49	6.4%
Sub-Total	15.00	64.4%
Conversion of Tembo Capital Loans	8.30	35.6%
Total	23.30	100.0%

Notes:

1Corporate includes Australian personnel and compliance costs, and provision for finalising binding offtake agreements and project build financing.

2Baniaka project costs include finalising the fiscal stabilisation agreement, personnel costs for the local workforce, camp and road maintenance, environmental monitoring and reporting.

3Baniaka pre-development works includes clearing haul road and power transmission line alignments, preparing process and non-process infrastructure sites.

4Operating cost of Libreville office.

5Minor compliance and work costs for Bitam and Bakoumba projects.

6. GEN demonstrating compliance with Listing Rule 12.2 to the satisfaction of ASX, including:

6.1. confirmation in a form acceptable to ASX that GEN has received cleared funds for the complete amount of the issue price of every fully paid security issued pursuant to the Placement raising $13.2 million and the Entitlement Offer;

Please see the Company’s response to Reinstatement Condition 3 above.

6.2. provision of a pro-forma statement of financial position to the satisfaction of ASX updated for the actual funds raised under the Placement and Entitlement Offer; and

The Company’s pro forma statement of financial position updated for the actual funds raised under the Placement and Entitlement Offer is set out in Appendix 2.

genmingroup.com

ASX Announcement.

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6.3. providing a ‘working capital statement’ for release to MAP similar to that required by Listing Rule 1.3.3(a) to the effect that following completion of the Placement and Entitlement Offer, GEN will have sufficient working capital at the time of its reinstatement to carry out its objectives, being the objectives detailed in the announcement referred to in paragraph 5.1 above.

As set out in Section 3.1 of the Prospectus, the Directors believe that the Company has sufficient working capital available to meet the Company’s stated business objectives.

7. Confirmation that there are no legal, regulatory or contractual impediments to GEN undertaking the activities the subject of its proposed use of funds. This includes providing a further ASX announcement with an update on the political situation in Gabon and an explanation of any impacts of the current political situation in Gabon on GEN or its projects in Gabon.

The Company confirms that, as at the date of this announcement, there are no legal, regulatory or contractual impediments to it undertaking the activities the subject of its proposed uses of funds. For completeness, the Company notes that it will be required to progressively obtain additional regulatory approvals and permits to conduct its activities, but that these are considered to be ordinary course of business approvals and permits.

Please see the Chair’s Letter and the section titled Regime Change in the Company’s 2023 Annual Report, the Chair’s Letter and Section 6.2.2 of the Prospectus, as well as the section titled Cabinet changes on page 4 within the Company’s Quarterly Activities Report released to ASX on 31 January 2024, for an explanation of the current political situation in Gabon and the impact on the Company and its projects in Gabon.

8. Payment of all ASX fees, including listing fees, applicable and outstanding (if any).

The Company confirms that it has paid all ASX fees and is not aware of any outstanding ASX fees, including listing fees.

9. Lodgement of Director’s Interest Notices, being either Appendix 3Xs, 3Ys or 3Zs, as required.

The Company confirms that all Director’s Interest Notices have been lodged and are up to date.

Appendix 3Ys in relation to the issue of the New Shares and New Options under the Tranche 2 Placement and Entitlement Offer for Joe Ariti, Michael Arnett, John Hodder, Salvatore Amico and Brian van Rooyen will be lodged today.

10. Lodgement of all outstanding Appendices 2A, 3B and 3G (if any) with ASX for issues of new securities.

The Company lodged an Appendix 3B for the New Securities to be issued under the Entitlement Offer and Placement on 7 February 2024 and an updated Appendix 3B on 7 March 2024.

The Company lodged an Appendix 2A for the New Shares issued under the Tranche 1 Placement on 14 February 2024 and an Appendix 2A for the New Shares issued under the Tranche 2 Placement and Entitlement Offer on 26 March 2024.

The Company lodged an Appendix 3G for the New Options issued under the Tranche 1 Placement and Tranche 2 Placement, New Options issued under the Entitlement Offer and the issue of the JLM Options on 26 March 2024.

11. Lodgement of all outstanding periodic or quarterly reports (if any) required to be lodged under Chapters 4 and 5 of the Listing Rules and any other outstanding documents required by Listing Rule 17.5.

The Company confirms that all periodic or quarterly reports required to be lodged under Chapters 4 and 5 of the ASX Listing Rules and any other outstanding documents required by Listing Rule 17.5 have been lodged and are up to date.

genmingroup.com

ASX Announcement.

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12. Provision of the following documents, in a form suitable for release to the market.

12.1. GEN will, upon completion and settlement of the Entitlement Offer and Placement that it will lodge the following to MAP:

12.1.1. A statement setting out the names of the 20 largest holders of each class of securities to be quoted, including the number and percentage of each class of securities held by those holders.

A statement setting out the names of the 20 largest shareholders will be lodged on ASX today.

12.1.2.A distribution schedule of the numbers of holders in each class of security to be quoted, setting out the number of holders in the following categories.

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

A distribution schedule of the number of shareholders will be lodged on ASX today.

12.2. A statement outlining GEN’s capital structure at the time of reinstatement, following the issue of the Entitlement Offer and Placement shares.

The Company’s capital structure as at the date of this announcement is as follows:

Genmin’s Capital Structure as at 2 April 2024	Genmin’s Capital Structure as at 2 April 2024
Fully paid ordinary shares (GEN)	685,229,436
Unquoted performance rights (GENAE)	2,425,000
Unquoted performance rights (GENAP)	923,750
Unquoted options (GENAM)	280,000
Unquoted options (GENAN)	5,000,000
Unquoted options (GENAL)	250,000
Unquoted options (GENAQ)	117,454,480

12.3. Any further documents and confirmations that ASX may determine are required to be released to the market as pre-quotation disclosure.

The Company lodged its Annual Report (inclusive of audited Financial Statements) for the year ended 31 December 2023 on ASX on 27 March 2024. The auditor’s opinion contained within the report is not subject to any qualifications, modifications or disputes.

The Company also confirms that it is not aware of any reason as to why the suspension on trading in its shares should not be lifted by ASX.

12.4. A statement confirming GEN is in compliance with the Listing Rules, and in particular, Listing Rule 3.1.

The Company confirms that it is in compliance with the ASX Listing Rules, including ASX Listing Rule 3.1.

12.5. Any other information required or requested by ASX, including but not limited to, in relation to any issues that may arise from ASX’s review of:
12.5.1. the pro forma statement of financial position;
12.5.2. information provided by GEN as pre-reinstatement disclosure, or to satisfy any of the above conditions to reinstatement; and

genmingroup.com

ASX Announcement.

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12.5.3. any information which comes to ASX’s attention in relation to GEN prior to the date of GEN’s securities being reinstated to trading on ASX.

The Company is not aware of any further information required or requested by ASX.

This announcement has been authorised by the Board of Genmin Limited.

For further information please contact:

Joe Ariti	Marnie Yazmadjian	Follow GEN

Managing Director & CEO	Executive Assistant to MD & CEO
GENMIN Limited	GENMIN Limited
+61 8 9200 5812	+61 405 905 703
[email protected]	[email protected]

About Genmin

Genmin Limited (ASX: GEN) is an ASX-listed emerging African iron ore producer with a pipeline of projects in the Republic of Gabon, west Central Africa. The Company has 100% interests in three projects comprising one granted exploitation (mining) licence and six granted exploration licences covering approximately 5,064km[2] .

Genmin’s flagship Baniaka and nearby Bakoumba iron ore projects are in south-east Gabon and provide an emerging iron ore hub near the Haut-Ogooué provincial capital city of Franceville. The hub is favourably situated adjacent to existing and operating bulk commodity transport and renewable energy infrastructure, to which Baniaka has secured long-term access for commercial operations.

Baniaka has defined JORC Mineral Resource and Ore Reserve estimates, and significant potential resource upside. It has received environmental approval (Certificate of Environmental Conformance) and has been issued a largescale, 20-year mining permit. The mining permit in conjunction with the Certificate of Environmental Conformance provides regulatory approval for Genmin to build and operate Baniaka, which is expected to be Gabon’s first iron ore mine.

The Company proposes to develop Baniaka at an initial rate of 5Mtpa and to increase scale over time to at least 10Mtpa. Commencement of commercial production is targeted for mid-2025 with project build financing the next milestone to be achieved. Genmin is engaged in discussions with several potential financing partners.

Genmin has additional exploration tenure prospective for polymetallic mineralisation at its Bitam project in the north-west of Gabon located near the Woleu-Ntem provincial capital of Oyem.

Confirmation

The Production Targets for Baniaka were presented in an announcement released on 16 November 2022 “Positive Baniaka PFS” and is available to view at www.genmingroup.com/investors/asx-announcements. Genmin confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement for Baniaka and that all material assumptions and technical parameters underpinning the estimated Production Targets in the relevant market announcement for Baniaka continue to apply and have not materially changed.

genmingroup.com

ASX Announcement.

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Appendix 1: Reconciliation of proceeds from Placement and Entitlement Offer

	Number of Shares	Tranche 1 Placement (AU$)	Tranche 2 Placement (AU$)	Entitlement Offer (AU$)	Total (AU$)

Total capital raising	233,696,202	4,432,000	8,788,835	10,146,775	23,367,610

Less:					0
Joint Lead Managers brokerage(6%)		(292,512)	(527,330)	(112,350)	(932,192)
Joint Lead Managers brokerage(1%)- Tembo Capital Loans		-	-	(82,743)	(82,743)
Joint Lead Managers costs(per invoice)		(3,340)	-	-	(3,340)
Net capital raising		4,136,148	8,261,505	9,951,682	22,349,335

Less: Conversion of debt/fees
Tembo Capital Loans	82,742,752	-	-	(8,274,275)	(8,274,275)
Director conversions	2,364,268	-	(142,275)	(94,152)	(236,427)
Creditor conversions	4,993,705	(124,371)	(375,000)	-	(499,371)

Balance - cashproceeds		4,011,777	7,444,618	1,778,348	13,234,743

Bank statement deposits
Cash received		4,013,138	7,445,258	1,778,348	13,236,744
FX translation		(1,361)	(640)		(2,001)
Total cash deposits		4,011,777	7,444,618	1,778,348	13,234,743

genmingroup.com

ASX Announcement.

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A endix 2: Pro forma statement of financial osition pp p

Notes Assets Current Cash and cash equivalents Trade and other receivables Inventory Prepayments Total current assets Non-current Restricted cash Property, plant and equipment Exploration and evaluation assets Intangible assets Right of use assets Total non-current assets Total assets Liabilities Current Trade and other payables Loan payable Lease liabilities Total current liabilities Non-current Financial liability Lease liabilities Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Accumulated losses Equity attributable to owners of the Company Non-controlling interest Total Equity	Reviewed 30 June 2023 US$000 Subsequent Events US$000 Pro forma adjustments US$000 Pro forma balance US$000
	1,135 (769) 8,045 8,411 214 - - 214 47 - - 47 568 - - 568
	1,964 (769) 8,045 9,240 89 - - 89 1,535 - - 1,535 43,730 1,049 - 44,779 395 - - 395 186 - - 186
	45,935 1,049 - 46,984
	47,899 280 8,045 56,224
	3,102 1,298 (735) 3,665 2,075 3,375 (5,450) - 178 - - 178
	5,355 4,673 (6,185) 3,843 11,529 - - 11,529 19 - - 19
	11,548 - - 11,548
	16,903 4,673 (6,185) 15,391
	30,996 (4,393) 14,230 40,833 67,148 - 14,065 81,213 (2,805) - 165 (2,640) (33,263) (4,393) - (37,656)
	31,080 (4,393) 14,230 40,917 (84) - - (84)
	30,996 (4,393) 14,230 40,833

genmingroup.com

ASX Announcement.

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Location map of Genmin’s projects in Gabon

genmingroup.com

AI assistant

GENMIN LIMITED Capital/Financing Update 2024

64979_rns_2024-04-01_ee8d5ca9-07c0-4c9d-89d6-74ce2ed25361.pdf

ASX Announcement.

Res onses to Reinstatement Conditions p

1. Confirmation in the form of an announcement to the Market Announcements Platform (‘MAP’) that GEN has issued the remaining securities under tranche 2 of the proposed placement to raise up to $13.2 million (‘Placement’).

2. GEN making an announcement to MAP detailing the results of the pro rata non-renounceable entitlement offer of 1 new share for every 3 shares held at an issue price of $0.10 per new share to raise approximately $15.1 million (‘Entitlement Offer’).

4.2. conversion of the full outstanding loan balance owing from GEN to Tembo (being approximately $8.25 million) has completed.

5. GEN demonstrating compliance with Listing Rule 12.1 to the satisfaction of ASX, including:

5.1. an announcement by GEN which contains a detailed use of funds schedule for amounts raised under the Placement and the Entitlement Offer.

Notes:

6.1. confirmation in a form acceptable to ASX that GEN has received cleared funds for the complete amount of the issue price of every fully paid security issued pursuant to the Placement raising $13.2 million and the Entitlement Offer;

6.2. provision of a pro-forma statement of financial position to the satisfaction of ASX updated for the actual funds raised under the Placement and Entitlement Offer; and

9. Lodgement of Director’s Interest Notices, being either Appendix 3Xs, 3Ys or 3Zs, as required.

10. Lodgement of all outstanding Appendices 2A, 3B and 3G (if any) with ASX for issues of new securities.

11. Lodgement of all outstanding periodic or quarterly reports (if any) required to be lodged under Chapters 4 and 5 of the Listing Rules and any other outstanding documents required by Listing Rule 17.5.

12. Provision of the following documents, in a form suitable for release to the market.

12.1. GEN will, upon completion and settlement of the Entitlement Offer and Placement that it will lodge the following to MAP:

12.1.2.A distribution schedule of the numbers of holders in each class of security to be quoted, setting out the number of holders in the following categories.

1 - 1,000

12.4. A statement confirming GEN is in compliance with the Listing Rules, and in particular, Listing Rule 3.1.

12.5.3. any information which comes to ASX’s attention in relation to GEN prior to the date of GEN’s securities being reinstated to trading on ASX.

About Genmin

Confirmation

Appendix 1: Reconciliation of proceeds from Placement and Entitlement Offer

A endix 2: Pro forma statement of financial osition pp p

AI assistant

GENMIN LIMITED — Capital/Financing Update 2024

64979_rns_2024-04-01_ee8d5ca9-07c0-4c9d-89d6-74ce2ed25361.pdf

ASX Announcement.

Res onses to Reinstatement Conditions p

1. Confirmation in the form of an announcement to the Market Announcements Platform (‘MAP’) that GEN has issued the remaining securities under tranche 2 of the proposed placement to raise up to $13.2 million (‘Placement’).

2. GEN making an announcement to MAP detailing the results of the pro rata non-renounceable entitlement offer of 1 new share for every 3 shares held at an issue price of $0.10 per new share to raise approximately $15.1 million (‘Entitlement Offer’).

4.2. conversion of the full outstanding loan balance owing from GEN to Tembo (being approximately $8.25 million) has completed.

5. GEN demonstrating compliance with Listing Rule 12.1 to the satisfaction of ASX, including:

5.1. an announcement by GEN which contains a detailed use of funds schedule for amounts raised under the Placement and the Entitlement Offer.

Notes:

6.1. confirmation in a form acceptable to ASX that GEN has received cleared funds for the complete amount of the issue price of every fully paid security issued pursuant to the Placement raising $13.2 million and the Entitlement Offer;

6.2. provision of a pro-forma statement of financial position to the satisfaction of ASX updated for the actual funds raised under the Placement and Entitlement Offer; and

9. Lodgement of Director’s Interest Notices, being either Appendix 3Xs, 3Ys or 3Zs, as required.

10. Lodgement of all outstanding Appendices 2A, 3B and 3G (if any) with ASX for issues of new securities.

11. Lodgement of all outstanding periodic or quarterly reports (if any) required to be lodged under Chapters 4 and 5 of the Listing Rules and any other outstanding documents required by Listing Rule 17.5.

12. Provision of the following documents, in a form suitable for release to the market.

12.1. GEN will, upon completion and settlement of the Entitlement Offer and Placement that it will lodge the following to MAP:

12.1.2.A distribution schedule of the numbers of holders in each class of security to be quoted, setting out the number of holders in the following categories.

1 - 1,000

12.4. A statement confirming GEN is in compliance with the Listing Rules, and in particular, Listing Rule 3.1.

12.5.3. any information which comes to ASX’s attention in relation to GEN prior to the date of GEN’s securities being reinstated to trading on ASX.

About Genmin

Confirmation

Appendix 1: Reconciliation of proceeds from Placement and Entitlement Offer

A endix 2: Pro forma statement of financial osition pp p

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