IGO LIMITED — Capital/Financing Update 2020

Dec 10, 2020

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ASX RELEASE
11 December 2020
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES SUCCESSFUL COMPLETION OF INSTITUTIONAL ENTITLEMENT OFFER AND PLACEMENT

IGO Limited (ASX: IGO) ( IGO or the Company ) is pleased to announce the successful completion of its placement to institutional investors ( Placement ) and the institutional component of its 1 for 8.5 accelerated pro-rata non-renounceable entitlement offer ( Institutional Entitlement Offer ) of new fully paid ordinary IGO shares ( New Shares ).

The Placement raised approximately A$446 million and Institutional Entitlement Offer raised approximately A$261 million (subject to reconciliations) at an offer price of A$4.60 per share ( Offer Price ), which represented a:

• 7.7% discount to the theoretical ex-rights price (TERP) of A$4.99 on 7 December 2020[1]

• 9.7% discount to IGO’s last traded price of A$5.095 on 7 December 2020.

The Institutional Entitlement Offer saw very strong support with a take up rate of approximately 90% by eligible institutional shareholders (with a take up of 98% excluding Mark Creasy, IGO’s largest shareholder, who, as previously announced, elected to take up A$20 million of his entitlements). Under the Placement and Institutional Entitlement Offer, all eligible shareholders who bid received an allocation of at least their pro-rata entitlement, or their full bid amount if they bid less than their pro-rata entitlement.[2]

Approximately 154 million New Shares subscribed for under the Placement and Institutional Entitlement Offer are expected to be settled on Thursday, 17 December 2020 and be allotted and commence trading on Friday, 18 December 2020.

The Retail Entitlement Offer has now also been fully underwritten and will raise approximately A$58 million.

As a result, the combined proceeds of the Equity Raising are expected to total A$766 million and will be part of a broader funding package including A$1,100 million of new debt facilities and approximately A$86 million from existing cash reserves to acquire a 49% non-controlling interest in Tianqi Lithium Energy Australia Pty Ltd ( Lithium HoldCo ) through a subscription for new shares in Lithium HoldCo.

This will provide IGO with a 24.99% indirect interest in the world-class Greenbushes Lithium Mining and Processing Operation ( Greenbushes ) and a 49% indirect interest in the Kwinana Lithium Hydroxide Plant ( Kwinana ), both located in Western Australia, for a total consideration of US$1.4 billion (A$1.9 billion) ( Transaction ).

Trading in IGO shares is expected to resume on the ASX from market open today (Friday, 11 December 2020).

Peter Bradford, IGO’s Managing Director and CEO said: “This is a transformational transaction for IGO and we are very pleased with the strong level of support from our institutional shareholders. The transaction positions IGO as a globally relevant supplier of clean energy metals and we look forward to working with Tianqi to build a leading global lithium business for our shareholders. To our retail shareholders, I encourage you to

1 TERP is the theoretical price at which IGO shares should trade immediately after the ex-date for the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which IGO’s shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal the TERP. The TERP also includes New Shares to be issued under the Placement.

2 For this purpose, an eligible institutional shareholder’s ‘pro rata’ share of New Shares was estimated by reference to IGO’s beneficial register on 8 December 2020 and in respect of the Entitlement Offer is subject to ongoing reconciliation. While IGO has used its best efforts in this regard, IGO and the Joint Lead Managers disclaim any duty or liability (including for negligence) in respect of the determination of a shareholder’s ‘pro rata’ share of New Shares under the Placement or Entitlement Offer. Institutional investors who do not reside in Australia or other eligible jurisdictions were not able to participate in the Placement or the Entitlement Offer.

PO Box 496 T. +61 8 9238 8300 igo.com.au South Perth WA 6951 F. +61 8 9238 8399 IGO Limited Western Australia E. contact@igo.com.au ABN 46 092 786 304

Suite 4, Level 5 85 South Perth Esplanade South Perth WA 6151

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ASX RELEASE

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consider the Retail Offer Booklet which will be distributed to you in the coming days and to consult with your professional adviser in considering the Offer.”

Retail Entitlement Offer

Under the retail component of the Entitlement Offer ( Retail Entitlement Offer ), eligible shareholders are invited to subscribe for one New Share for every 8.5 existing shares held as at 7:00pm (Sydney time) on Friday, 11 December 2020 ( Record Date ) at the Offer Price of A$4.60 per New Share.

The Retail Entitlement Offer will be open from Tuesday, 15 December 2020 to Friday, 15 January 2020 to eligible retail shareholders with a registered address in Australia or New Zealand as the Record Date.

The Retail Entitlement Offer is non-renounceable, and entitlements will not be tradeable or otherwise transferable.

A retail offer booklet in respect of the Offer is expected to be distributed to eligible retail shareholders on Tuesday, 15 December 2020. Eligible retail shareholders will also be invited to subscribe for shares over and above their entitlement (capped at 50%), subject to the overall level of participation in the Entitlement Offer.

Timetable

Event	Date
Announcement of results of Placement and Institutional Entitlement Offer	Friday, 11 December 2020
Trading halt lifted and shares recommence trading	Friday, 11 December 2020
Entitlement Offer record date	7:00pm Sydney time, Friday, 11 December 2020
Retail Entitlement Offer opens and Retail Offer Booklet
	Tuesday, 15 December 2020
dispatched
Settlement of New Shares issued under the Placement and Institutional Entitlement Offer	Thursday, 17 December 2020
Allotment and commencement of trading of New Shares	Friday, 18 December 2020
under the Placement and Institutional Entitlement Offer
Retail Entitlement Offer closes	Friday, 15 January 2021
Announcement of results of Retail Entitlement Offer	Tuesday, 19 January 2021
Settlement of New Shares issued under the Retail Entitlement Offer	Friday, 22 January 2021
Allotment of New Shares under the Retail Entitlement
	Friday, 22 January 2021
Offer
Commencement of trading of New Shares issued under the Retail Entitlement Offer	Monday, 25 January 2021
Holding statements in respect of New Shares issued under	Monday, 25 January 2021
the Retail Entitlement Offer dispatched

Further information

Further details of the equity raising are set out in the Investor Presentation and ASX announcement lodged on the ASX on Wednesday, 9 December 2020. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the equity raising.

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ASX RELEASE

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This announcement is authorised for release to the ASX by Peter Bradford, Managing Director & CEO

Investor and Media Enquiries

Joanne McDonald John Gardner Company Secretary & Head of Corporate Affairs Citadel MAGNUS T: +61 8 9238 8300 T: +61 413 355 997 E: joanne.mcdonald@igo.com.au E: jgardner@citadelmagnus.com

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer or solicitation would be illegal. Neither the entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be exercised or taken up by, and the New Shares may not be offered or sold, directly or indirectly, to, persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities law of any state or other jurisdiction of the United States.

This announcement contains certain “forward-looking statements”, including but not limited to, potential synergies and outcome of the transaction, the effects of the equity raising and the use of proceeds, and the future performance of IGO post transaction. The forward-looking statements contained in this announcement are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of IGO, its Directors and management, and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of their date.

Nothing contained in this document shall form the basis of any contract or commitment, or constitute investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action taken on the basis of the information.

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