KAISER REEF LIMITED — Capital/Financing Update 2024

Oct 20, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

KAISER REEF LIMITED

Announcement Type

New announcement

Date of this announcement

21/10/2024

The Proposed issue is:

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	Unlisted options exercisable at $0.22 on or before 31	12,500,000
confirmed	December 2026
KAU	ORDINARY FULLY PAID	56,166,666

Proposed +issue date 25/10/2024

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

KAISER REEF 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

ACN

Registration Number

635910271

1.3 ASX issuer code

KAU

1.4 The announcement is

New announcement

1.5 Date of this announcement

21/10/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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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? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 20/12/2024 Estimated

Comments

Tranche 1 (44,166,666 shares) Placement Shares will be issued using Company's existing placement capacity under Listing Rule 7.1 (23,722,277 shares) and 7.1A (20,444,389 shares) to sophisticated and professional investors. Investor Relations 2,500,000 shares will be issued under existing Listing Rule 7.1 capacity. Tranche 2 (total 9,500,000 Placement shares) consisting of 3,500,000 Placement Shares to participating Directors and 6,000,000 Placement Shares to sophisticated and professional investors as well as 12,500,000 Lead Manager Options will be subject to shareholder approval at the upcoming General Meeting.

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

KAU : ORDINARY FULLY PAID

Number of +securities proposed to be issued

53,666,666

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 0.15000

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Appendix 3B - Proposed issue of securities

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

Yes

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 do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Unlisted options exercisable at $0.22 on or before 31 December 2026 No No	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Unlisted options exercisable at $0.22 on or before 31 December 2026 No No
New class-code to be confirmed	Unlisted options exercisable at $0.22 on or before 31 December 2026

+Security type Options

Number of +securities proposed to be issued

12,500,000 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 0.00001

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.2200 31/12/2026

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Appendix 3B - Proposed issue of securities

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

KAU : ORDINARY FULLY PAID

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

Each Option will convert into 1 fully paid ordinary share upon exercise

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.

Refer to KAU announcement dated 21 October 2024

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

KAU : ORDINARY FULLY PAID

Number of +securities proposed to be issued

2,500,000

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

In lieu of investor relation services

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 375,000.000000

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

25/10/2024

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Appendix 3B - Proposed issue of securities

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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?

23,722,277 Tranche 1 placement shares

2,500,000 fully paid ordinary shares in lieu of investor relation services

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?

20,444,389 Tranche 1 placement shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

Most efficient mechanism for raising funds at the time

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

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

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

Taurus Capital Pty Ltd

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

1% management fee and 5% placement fee of the funds raised and facilitated by the Lead Manager. Lead Manager will also be issued 12,500,000 unlisted options exercisable at $0.22 and expiring on or before 31 December 2026. Lead Manager Options will be issued at an issue price of $0.00001 each.

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

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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

Completion of A1 Mine ramp up and expansion for high-grade gold production, recommencement of drilling at the A1 Mine and general working capital and drilling at Maldon

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

Refer to KAU ASX announcement dated 21 October 2024 for more details

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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