JAMESON RESOURCES LIMITED — AGM Information 2022

Nov 13, 2022

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11 November 2022

Jameson Resources Ltd 2022 Annual General Meeting Supplementary Information Regarding Resolution 5 (Approval of LR 7.1A Mandate)

Jameson Resources Ltd ( Jameson or the Company ) (ASX: JAL) refers to the Notice of Annual General Meeting and Explanatory Statement dated 27 October 2022 for the Company's 2022 Annual General Meeting ( Notice of Meeting ) which is to be held at 2.00pm (Brisbane time) on Monday, 28 November 2022, and to the Company's announcement on 7 November 2022 that it has obtained binding commitments from Oceltip Coal 1 Pty Ltd ACN 149 543 153 ( Oceltip Coal 1 ) and Oceltip Coal 2 Pty Ltd ACN 149 543 608 ( Oceltip Coal 2 ) for the placement of 86,615 576 new fully paid ordinary shares to raise a total of $10 million ( Placement ). A copy of the announcement is attached.

This Supplementary Notice contains additional information relating to the Placement for the purposes of Resolution 5 in the Notice of Meeting (Approval of Listing Rule 7.1A Mandate), and should be read together with the Notice of Meeting. Terms which are defined in the Notice of Meeting have the same meaning in this Supplementary Notice unless otherwise stated.

There is no change to the date, time or other details of the Annual General Meeting, and there is no change to the proxy form provided with the Notice of Meeting as a result of the information set out in this Supplementary Notice. Shareholders can withdraw and re-lodge any proxies already lodged with the Company's share registry if they wish to do so.

Supplementary Information for Resolution 5 (Approval of Listing Rule 7.1A Mandate)

Risk of economic and voting dilution

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of the Shares that are on issue at the date of this Supplementary Notice (ie after issue of Tranche 1 the Placement) would be as shown in the table below.

Number of Shares on Issue at date of Supplementary Notice	Issue Price (per Share)		Dilution
		$0.053	$0.105	$0.210
		(50% decrease in current issueprice)	(Current price)	(100% increase in current issueprice)
391,511,100	10% Voting Dilution	39,151,110 Shares	39,151,110 Shares	39,151,110 Shares
	Funds Raised	$2,055,433	$4,110,867	$8,221,733
587,266,650 (50% increase)*	10% Voting Dilution	58,726,665	58,726,665	58,726,665
		Shares	Shares	Shares
	Funds Raised	$3,083,150	$6,166,300	$12,332,600
783,022,200 (100% increase)*	10% Voting Dilution	78,302,220 Shares	78,302,220 Shares	78,302,220 Shares
	Funds Raised	$4,110,867	$8,221,733	$16,443,466

• The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

Jameson Resources Limited I ABN 89 126 398 294

Registered Office | Level 4, Deutsche Bank Place 126 Phillip Street, Sydney NSW 2000

Postal Address | PO Box 274, Ashgrove West, Brisbane QLD 4060

Email | admin@jamesonresources.com.au

Phone: |+61 8 9200 4473

www.jamesonresources.com.au

The table above assumes that the Current Variable A set out above is based on the number of Share on issue at the date of this Supplementary Notice (which includes the Tranche 1 Shares but not the Tranche 2 Shares) and the current price set out above is the closing price of the Shares on the ASX on 8 November 2022, being $0.105 Other assumptions are as set out in the Notice of Meeting.

Previous approvals under Listing Rule 7.1A

On 4 November 2022, the Company agreed to issue Shares under the Placement. Of those Placement Shares, 34,820,331 Shares were issued under LR 7.1A.2 on 4 November 2022.

This represents 11.062% of the total number of equity securities on issue 12 months before this Meeting.

These Shares were issued to Oceltip Coal 1 and Oceltip Coal 2 in equal proportions at an issue price of $0.1155 per Share, which was a premium of 77% to the closing market price on the date of the agreement which was $0.065.

Of the total Placement amount of $10 million, the Company has received $5 million in respect of Tranche 1 and will receive the remaining $5 million in February 2023. Approximately $4.02 million of the Tranche 1 proceeds are attributable to the Shares issued under Listing Rule 7.1A.2.

As at the date of the Supplementary Notice, approximately $150,000 has been paid to Aitken Mount Capital Partners Pty Ltd which acted as advisers for the Placement and the remaining cash has not yet been spent. The funds raised from the Placement will be primarily used in the manner set out in the Announcement.

Yours faithfully Jameson Resources Limited

Lisa Dalton Company Secretary

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ASX RELEASE

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7 November 2022

Jameson Resources Ltd secures strategic A$10 million Placement

Jameson Resources Ltd (ASX:JAL) ( Jameson Resources or the Company ) is pleased to announce that:

• The Company has obtained binding commitment from Oceltip Coal 1 Pty Ltd ACN 149 543 153 (Oceltip Coal 1) and Oceltip Coal 2 Pty Ltd ACN 149 543 608 (Oceltip Coal 2) for the placement of 86,615,576 new ordinary shares in the Company for a total subscription of A$10 million (Placement)

• The Placement will be undertaken in two tranches of 43,307,788 shares to raise $5 million each (before costs), with the first tranche (Tranche 1) issued on 4 November 2022 and the second tranche (Tranche 2) to be issued approximately 3 months later in February 2023. Following completion of both Tranche 1 and Tranche 2, Oceltip Coal 1 and Oceltip Coal 2, together will hold approximately 19.92% of total ordinary shares of the Company

• The placement represents a subscription price of 11.55 cents/share , which is a premium of 70% above the volume weighted average market price calculated over the 15 trading days on which trades were recorded immediately before the date of the Placement agreement which was a price of 6.79 cents/share

• Oceltip Coal 1 and Oceltip Coal 2 are companies associated with Mr Nathan Tinkler, a well-known coal investor with substantial track record in recognising undervalued premium coal assets and progressing projects to production

• Mr Tinkler was responsible for the identification, acquisition and progress toward development of both the Middlemount and Maules Creek Coal projects, two of the most significant greenfield steelmaking coal developments in the last decade with combined annual average production of more than 15 Mtpa

• The funds raised from the Placement will primarily be used for:

• continued progression of the Crown Mountain Environmental Assessment Application and permitting process and engagement with Indigenous Nations;

• engagement with key target Asian steelmaking customers of Crown Mountain Hard Coking Coal;

• engagement with project financiers;

• NWP Coal Canada Limited's administration, project management and corporate overheads; and

• Jameson Resources' corporate costs and assessment of potential strategic investment or acquisition opportunities by Jameson.

All shares issued under the Placement will rank equally with existing fully paid ordinary shares in the Company with effect from their issue.

The Placement

The Placement will be completed in two tranches:

• Tranche 1 - On 4 November 2022, the Company issued a total of 43,307,788 Shares (21,653,894 shares each to Oceltip Coal 1 and Oceltip Coal 2 respectively) at an issue price of $0.1155 per Share to raise $5.0 million before costs. These Shares were issued using the Company's existing placement capacity as follows:

• (a) under Listing Rule 7.1A - 34,820,331 Shares; and

• (b) under Listing Rule 7.1 - 8,487,457 Shares.

• Tranche 2 – Oceltip Coal 1 and Oceltip Coal 2 have also agreed to subscribe for an additional total 43,307,788 Shares (21,653,894 shares each) at an issue price of $0.1155 per share to be issued in February 2023 raising an additional $5.0 million before costs ( Tranche Two Placement ). The agreement to issue these Shares was made under part of the Company’s remaining placement capacity under Listing Rule 7.1.

• The Company will pay a Placement Fee of 3% of funds raised for each Tranche to Aitken Mount Capital Partners Pty Ltd, which acted as advisers for the Placement.

An independent, growth oriented metallurgical coal developer focused on delivering sustainable outcomes

Jameson Resources Limited I ABN 89 126 398 294

Registered Office | Level 4, Deutsche Bank Place 126 Phillip Street, Sydney NSW 2000

Postal Address | PO Box 274, Ashgrove West, Brisbane QLD 4060

Email | admin@jamesonresources.com.au

Phone: |+61 8 9200 4473

www.jamesonresources.com.au

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ASX RELEASE

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Jameson Chair, Nicole Hollows said:

“The Board is extremely pleased with the strong support shown by Oceltip Coal 1 & 2 in this Placement and the funds raised will allow the Company to continue to advance the Crown Mountain Hard Coking Coal towards critical approvals and development.

Jameson’s Managing Director, Michael Gray and I, first worked with Mr Tinkler in the acquisition and successful development of the Middlemount Coal Project in 2007. Mr Tinkler’s ability to identify quality undervalued coal projects and progress development plans to create significant value for shareholders has been clearly demonstrated with the successful development and ongoing operation of the Middlemount and Maules Creek projects. We are pleased that he recognises the substantial quality and underlying value of the Crown Mountain Project and the significant progress we are making in progressing toward development.”

In advance of the investment, Mr Tinkler and his team undertook extensive due diligence of the Crown Mountain Project including a site visit to Crown Mountain. The investment in Jameson, and the premium price paid, by an experienced investor with a deep understanding of steelmaking coal development opportunities throughout the globe, demonstrates the advanced status of the Crown Mountain Hard Coking Coal Project.

Mr Tinkler said:

“The current market conditions highlight the distinct lack of quality steelmaking coal projects that are being developed to meet long term demand. The Elk Valley Coal Measures in British Columbia, where Crown Mountain is located, rank alongside the Moranbah Coal Measures in Queensland’s Bowen Basin as two leading sources of premium low-volatile hard coking coal keenly sought by the world’s leading steelmakers.

I have followed the progress of the development of Crown Mountain for a number of years and am very satisfied that the Jameson management team has progressed the project to being clearly one of the most advanced steelmaking coal development projects in Canada. Having previously worked closely with Ms Hollows and Mr Gray on the successful Middlemount Mine development, I am very confident that the Jameson Board, and the management team in Canada, has the right critical development skills to progress the permitting, financing and development of Crown Mountain. The progress and premium quality of Crown Mountain provides Jameson as an ideal platform for other steelmaking coal development opportunities.

Michael Gray, JAL Managing Director said: “This placement to Oceltip Coal 1&2 secures sufficient funding to continue progress of the approvals and permitting process for the Crown Mountain Hard Coking Coal Project. We understand that Mr Tinkler is continuing to assess other project opportunities and we look forward to working with him to assess potential investment or acquisition opportunities which add further value to Jameson shareholders.”

This announcement is authorised for release to the market by the Board of Jameson Resources Limited.

For further information, please contact: Michael Gray Managing Director Email: michaelgray@jamesonresources.com.au Phone: +61 417 736 461

Jameson Resources Limited I ABN 89 126 398 294

Registered Office | Level 4, Deutsche Bank Place 126 Phillip Street, Sydney NSW 2000

Postal Address | PO Box 274, Ashgrove West, Brisbane QLD 4060

Email | admin@jamesonresources.com.au

Phone: |+61 8 9200 4473

www.jamesonresources.com.au

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About Jameson Resources Limited

Jameson Resources Limited (ASX:JAL) is a junior resources company focused on the acquisition, exploration and development of strategic coal projects in western Canada. The Company has an 77.8% equity interest in NWP Coal Canada Limited (NWP) which holds a 90% interest in the Crown Mountain Coal Project, and a 100% direct interest in the Dunlevy coal project located in British Columbia. Jameson’s tenement portfolio in British Columbia is positioned in coalfields adjacent to existing mines responsible for the majority of Canada’s metallurgical coal exports and are close to railways connecting to export facilities.

To learn more, please contact the Company at +61 8 9200 4473, or visit: www.jamesonresources.com.au

www.jamesonresources.com.au

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