GENMIN LIMITED — Capital/Financing Update 2024

Mar 6, 2024

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Update Summary

Entity name

GENMIN LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

7/3/2024

Reason for update to a previous announcement

To update the Closing Date for the Entitlement Offer, Tranche 1 Placement Option Offer, Tranche 2 Placement Option Offer and JLM Offer as disclosed in the Supplementary Prospectus dated 6 March 2024, and consequential updates to the key dates in the Timetable. Refer to Part 3C and Part 7C of this Appendix 3B for the updated information.

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

1 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

GENMIN 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

141425292

1.3 ASX issuer code

GEN

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

To update the Closing Date for the Entitlement Offer, Tranche 1 Placement Option Offer, Tranche 2 Placement Option Offer and JLM Offer as disclosed in the Supplementary Prospectus dated 6 March 2024, and consequential updates to the key dates in the Timetable. Refer to Part 3C and Part 7C of this Appendix 3B for the updated information.

1.4b Date of previous announcement to this update

7/2/2024

1.5 Date of this announcement

7/3/2024

1.6 The Proposed issue is:

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:

• Non-renounceable

Appendix 3B - Proposed issue of securities

2 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

GEN : 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? Yes No

Details of +securities proposed to be issued

ASX +security code and description

GEN : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

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

1 3

Appendix 3B - Proposed issue of securities

3 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 150,511,078 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 0.10000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

Yes

Describe the limits on over-subscription

None

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Genmin, together with the joint lead managers, reserves the right to scale back any applications for over-subscriptions in its absolute and sole discretion.

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 do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

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?

Appendix 3B - Proposed issue of securities

4 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Options exercisable at AUD 0.20 on or before 31 March 2026

+Security type Options Offer ratio (ratio of attaching securities at which the new +securities will be issued) The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 3 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or fractions disregarded 50,170,359 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

None

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Genmin, together with the joint lead managers, reserves the right to scale back any applications for over-subscriptions in its absolute and sole discretion.

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

Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.2000 31/3/2026

Details of the type of +security that will be issued if the option is exercised

GEN : ORDINARY FULLY PAID

Appendix 3B - Proposed issue of securities

5 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

One fully paid ordinary share (ASX: GEN) 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 to section 5.2 of the prospectus lodged with ASIC and released on ASX on 7 February 2024.

Part 3C - Timetable 3C.1 +Record date 13/2/2024 3C.2 Ex date 12/2/2024 3C.4 Record date 13/2/2024 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 16/2/2024 3C.6 Offer closing date 19/3/2024 3C.7 Last day to extend the offer closing date 14/3/2024

3C.9 Trading in new +securities commences on a deferred settlement basis 20/3/2024 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 26/3/2024 3C.12 Date trading starts on a normal T+2 basis 27/3/2024

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

2/4/2024

Appendix 3B - Proposed issue of securities

6 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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? MST Financial Services Pty Ltd and Foster Stockbroking Pty Limited 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Refer to section 7.4 of the prospectus lodged with ASIC and released on ASX on 7 February 2024. 3E.2 Is the proposed offer to be underwritten? No 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 Refer to section 7.8 of the prospectus lodged with ASIC and released on ASX on 7 February 2024.

Part	3F - Further Information
	3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
	Corporate and general working capital, creditor payments, conversion of Tembo Capital loans to equity and costs of the
	offer.
	3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining
	entitlements to the issue?
	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
	Shareholders who do not have a registered address in Australia, New Zealand, France, Singapore, Hong Kong, India,
	Switzerland, the United Arab Emirates or the United Kingdom.
	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
	Refer to section 2.19 of the prospectus lodged with ASIC and released on ASX on 7 February 2024.
	3F.6 URL on the entity's website where investors can download information about the proposed issue
	investors/asx-announcements/ www.genmingroup.com/
	3F.7 Any other information the entity wishes to provide about the proposed issue
	None
	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 involving the same class of securities as the +securities proposed to be
	issued that meets the requirements of section 708A(11) or 1012DA(11)

Appendix 3B - Proposed issue of securities

7 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 +Security holder approval 14/3/2024

Is the date estimated or ** Approval actual? received/condition met? Estimated

Comments

Shareholder approval will be sought for the approval of the Tranche 1 placement options and Tranche 2 placement shares and options.

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

GEN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

44,320,000

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 0.10000

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

Appendix 3B - Proposed issue of securities

8 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 do not have +CDIs issued over them)

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 No

ASX +security code +Security description New class-code to be confirmed Options exercisable at AUD 0.20 on or before 31 March 2026

+Security type

Options

Number of +securities proposed to be issued

44,320,000

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

Free attaching option to Tranche 1 placement shares exercisable at AUD 0.20 on or before 31 March 2026.

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

0.000001

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

Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.2000

Expiry date 31/3/2026

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

Appendix 3B - Proposed issue of securities

9 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

One fully paid ordinary share (ASX: GEN)

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 to section 5.2 of the prospectus lodged with ASIC and released on ASX on 7 February 2024.

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

GEN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

87,888,350

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 0.10000

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 do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of

Appendix 3B - Proposed issue of securities

10 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Options exercisable at AUD 0.20 on or before 31 March 2026

+Security type

Options

Number of +securities proposed to be issued

29,296,116

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

Free attaching option to Tranche 2 placement shares exercisable at AUD 0.20 on or before 31 March 2026.

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

0.000001

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

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.2000 31/3/2026

Details of the type of +security that will be issued if the option is exercised

GEN : ORDINARY FULLY PAID

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

One fully paid ordinary share (ASXC: GEN)

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 to section 5.2 of the prospectus lodged with ASIC and released on ASX on 7 February 2024.

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)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Appendix 3B - Proposed issue of securities

11 / 14

Appendix 3B - Proposed issue of securities

Details of +securities proposed to be issued

==> picture [21 x 22] intentionally omitted <==

==> picture [538 x 645] intentionally omitted <==

----- Start of picture text -----

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
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 Options exercisable at AUD 0.20 on or before 31 March 2026
+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?
No
Please describe the consideration being provided for the +securities
Unlisted options to be issued to the Joint Lead Managers (or their nominees) as partial consideration for acting as joint
lead managers to the Entitlement Offer and Placement.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.000001
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.2000 31/3/2026
Details of the type of +security that will be issued if the option is exercised
GEN : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One fully paid ordinary share (ASX: GEN)
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 to section 5.2 of the prospectus lodged with ASIC and released on 7 February 2024.
----- End of picture text -----

Appendix 3B - Proposed issue of securities

12 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7C - Timetable

7C.1 Proposed +issue date

26/3/2024

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?

44,320,000

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)? No

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?

MST Financial Services Pty Ltd and Foster Stockbroking Pty Limited

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

Refer to section 7.4 of the prospectus lodged with ASIC and released on ASX on 7 February 2024.

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

Refer to section 7.8 of the prospectus lodged with ASIC and released on ASX on 7 February 2024.

Part 7F - Further Information

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

Corporate and general working capital, creditor payments, conversion of Tembo Capital loans to equity and costs of the offer.

Appendix 3B - Proposed issue of securities

13 / 14

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

None

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 +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11)

Appendix 3B - Proposed issue of securities

14 / 14