GOLDEN CROSS RESOURCES LTD — Capital/Financing Update 2021

Nov 29, 2021

Proposed issue of securities

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Announcement Summary

Entity name

GOLDEN CROSS RESOURCES LTD

Announcement Type

New announcement

Date of this announcement

30/11/2021

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
New class-code to be	39 cent Broker Options	750,000
confirmed
New class-code to be	57 cent Broker Options	750,000
confirmed
GCR	ORDINARY FULLY PAID	10,000,000

Proposed +issue date

14/1/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

GOLDEN CROSS RESOURCES LTD

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

ABN

Registration Number

65063075178

1.3 ASX issuer code

GCR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

30/11/2021

1.6 The Proposed issue is:

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A placement or other type of issue

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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? No

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 GCR : 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 0.30000

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)? 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 39 cent Broker Options

+Security type

Options

Number of +securities proposed to be issued

750,000

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

Issue as consideration to Lead Manager

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?

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Yes

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Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.3900

Expiry date 18/7/2022

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

GCR : ORDINARY FULLY PAID

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

One fully paid ordinary share (ASX:GCR)

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.

www.goldencross.com.au prospectus dated 29 November 2021

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 57 cent Broker Options

+Security type

Options

Number of +securities proposed to be issued

750,000

Offer price details

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

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No

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Please describe the consideration being provided for the +securities
Issue as consideration to Lead Manager
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
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.5700	18/1/2023
Details of the type of +security that will be issued if the option is exercised
GCR : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One fully paid ordinary share (GCR)
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. Prospectus dated 29 November 2021 www.goldencross.com.au
Part 7C - Timetable
7C.1 Proposed +issue date
14/1/2022

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

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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?

11,500,000

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? 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? 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?

Martin Place Securities

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

6% of amount raised above Underwritten Amount;

up to $25,000 up to 750,000 39 cent Broker Options and up to 750,000 57 cents Broker Options based on total amount raised including Underwritten Amount; and

costs and expenses including legal costs

7E.2 Is the proposed issue to be underwritten?

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Yes

7E.2a Who are the underwriter(s)?

Martin Place Securities

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

$1,500,000

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

Management fee of 2%and underwriting fee of 5% of the Underwritten Amount.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

See section 7.5.1 of the Prospectus dated 29 November 2021 released on ASX announcement platform on 29 November 2021.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Legal, accounting tax, listing and administrative fees, lead manager and underwriter's fees, prospectus design and printing, advertising, marketing, share registry, investigating accountant fees, independent geologist fees, tenement titles report fees and other expenses estimated at a total of $437,000 on maximum subscription.

Part 7F - Further Information

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

• exploration and appraisal in FY 2022 and FY 2023;

• partial repayment of loans with interest;

• corporate operations costs in FY 2022 and FY 2023;

• cost of the offer;

• and general working capital

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

Minimum Subscription is 5 million shares to raise $1,500,000 which is fully underwritten and Maximum Subscription is 10 million shares to raise $3,000,000.

See prospectus dated 29 November 2021.

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 for the +securities proposed to be issued

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