HAMMER METALS LIMITED — Capital/Financing Update 2021

Apr 22, 2021

Proposed issue of securities

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Announcement Summary

Entity name

HAMMER METALS LIMITED

Announcement Type

New announcement

Date of this announcement

Friday April 23, 2021

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +security code +Security description +securities to be issued HMX ORDINARY FULLY PAID 10,526,316

+Record date

Thursday April 22, 2021

Offer closing date

Wednesday May 19, 2021

+Issue date

Monday May 24, 2021

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
HMX	ORDINARY FULLY PAID	52,631,579

Proposed +issue date

Friday April 30, 2021

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

HAMMER 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

87095092158

1.3 ASX issuer code

HMX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday April 23, 2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

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+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

4A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Wednesday June 16, 2021 Estimated No

Comments

Security holder approval required in the event of a shortfall placement to Director, Zbigniew Lubieniecki

Part 4B - 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

HMX : ORDINARY FULLY PAID

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

HMX : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 10,526,316

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Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? Yes

Describe the maximum subscription condition

The share purchase plan will be limited to a maximum subscription amount of $1,000,000 at $0.095 per share, or 10,526,316 shares.

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value
$ 2,000
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Yes
Is the maximum acceptance unit based or dollar based?
Dollar based ($)
Please enter the maximum acceptance value
$ 30,000
Describe all the applicable parcels available for this offer in number of securities or dollar value $2,000, $5,000, $10,000, $15,000, $20,000 and $30,000. Number of shares issued may be rounded down to the nearest whole number.
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.09500
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes

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Describe the scale back arrangements

Any scale back decisions made by the Directors are at their absolute discretion and the decision of the Directors is final.

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

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan Friday April 23, 2021 4C.2 +Record date Thursday April 22, 2021 4C.3 Date on which offer documents will be made available to investors Wednesday April 28, 2021

4C.4 Offer open date Wednesday April 28, 2021

4C.5 Offer closing date Wednesday May 19, 2021

4C.6 Announcement of results Friday May 21, 2021

4C.7 +Issue date Monday May 24, 2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

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4E.1 Will there be a lead manager or broker to the proposed offer? Yes

4E.1a Who is the lead manager/broker?

Discovery Capital Partners

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Nil

4E.2 Is the proposed offer to be underwritten? Yes

4E.2a Who are the underwriter(s)?

Zbigniew Lubieniecki

4E.2b What is the extent of the underwriting (ie the amount or proportion of the issue that is underwritten)? Up to $500,000

4E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)? Nil

4E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated. N/A

4E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

4E.2e (i) What is the name of that party?

Zbigniew Lubieniecki

4E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

Up to $500,000

4E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

Nil

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer None

Part 4F - Further Information

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4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds will be used to accelerate exploration activities at the Company's Mt Isa Copper and Yandal Gold projects, and for general working capital.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

The Company has shareholders in Switzerland, Germany, the United Kingdom, Hong Kong, India and Singapore which are not eligible to accept the proposed offer. Only shareholders in Australia and New Zealand will be eligible.

4F.3 URL on the entity's website where investors can download information about the proposed offer

www.hammermetals.com.au

4F.4 Any other information the entity wishes to provide about the proposed offer

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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 actual? received/condition met? +Security holder approval Wednesday June 16, 2021 Estimated No

Comments

Directors intend to participate in the placement for a total of AUD650,000 which will be subject to shareholder approval.

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? No

Details of +securities proposed to be issued

ASX +security code and description

HMX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

52,631,579

Offer price details

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

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In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 0.09500

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

Part 7C - Timetable

7C.1 Proposed +issue date Friday April 30, 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? 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? 45,789,474

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

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7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker? Discovery Capital Partners

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

A management fee of 1% of all funds raised applies, as well as a capital raising fee of 5% of funds raised excluding those subscribed for by Directors and management of the Company.

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 Part 7F - Further Information

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

Funds will be used to accelerate exploration activities at the Company's Mt Isa Copper and Yandal Gold projects, and for 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

N/A

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