HILLGROVE RESOURCES LIMITED — Capital/Financing Update 2021

Oct 14, 2021

Proposed issue of securities

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Update Summary

Entity name

HILLGROVE RESOURCES LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

15/10/2021 Reason for update to a previous announcement Extension of SPP Offer closing date by one week.

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

HILLGROVE RESOURCES 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 Registration Number ABN 73004297116

1.3 ASX issuer code

HGO

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Extension of SPP Offer closing date by one week.

1.4b Date of previous announcement to this update

22/9/2021

1.5 Date of this announcement

15/10/2021

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 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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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

HGO : 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

HGO : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 38,461,539

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)? No

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

$ 1,000

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

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Describe all the applicable parcels available for this offer in number of securities or dollar value Eligible Shareholders may apply for Shares under the Offer in parcels valued at $1,000, $2,500, $5,000, $10,000, $15,000, $20,000 or $30,000

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 0.05200 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements It is the Company's intention that any scale back arrangements will be made having regard to a number of factors such as the size of your shareholding at the Record Date, the extent to which you have sold or purchased Shares since the Record Date, whether you have multiple registered holdings and the total applications received from Eligible Shareholders 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 22/9/2021 4C.2 +Record date 21/9/2021 4C.3 Date on which offer documents will be made available to investors 27/9/2021 4C.4 Offer open date 27/9/2021 4C.5 Offer closing date 21/10/2021

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4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer

28/10/2021

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

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

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

Taylor Collison and Canaccord Genuity

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

2% management fee

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

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No

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

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

Conduct drilling program and associated studies at Kanmantoo targeting extensions to the current resource and infill drilling to increase confidence ahead of a final investment decision (FID) to recommence mining as well as working capital.

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• 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

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

https://www.hillgroveresources.com.au/announcements

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 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 HGO : ORDINARY FULLY PAID Number of +securities proposed to be issued 192,307,693

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 0.05200

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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Part 7C - Timetable

7C.1 Proposed +issue date

30/9/2021

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?

114,925,188

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

77,382,505

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?

Taylor Collison and Canaccord Genuity

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

6% + 20 million 3 year unlisted options at an exercise price of $0.078.

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

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No

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

None.

Part 7F - Further Information

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

Conduct drilling program and associated studies at Kanmantoo targeting extensions to the current resource and infill drilling to increase confidence ahead of a final investment decision (FID) to recommence mining as well as 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

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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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