KILLI RESOURCES LIMITED — Capital/Financing Update 2022

Feb 7, 2022

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8 February 2022

STATEMENT OF CONFIRMATIONS

Killi Resources Limited (ACN 647 322 790) (ASX:KLI) ( Company ) provides the following confirmations to satisfy the conditions for admission of its securities to official quotation.

Capitalised terms in this announcement have the same meaning given under the Company’s prospectus dated 16 November 2021 ( Prospectus ).

Completion of the Offers

The Company confirms that all conditions to the Offers under the Prospectus have been satisfied and the Company has issued:

• (a) 30,000,000 Shares at an issue price of $0.20 per Share to raise $6,000,000 under the Capital Raising Offer;

• (b) an aggregate of 3,500,000 Broker and Advisor Options (each exercisable at $0.30 on or before the date that is four years from the date of issue) under the Option Offer as follows:

• (i) 500,000 Options to CG Nominees (Australia) Pty Ltd, the nominee of the Lead Manager);

• (ii) 400,000 Options were issued to Horley Pty Ltd ATF Metal A/C, a nominee of Grange Consulting;

• (iii) 500,000 Options were issued to Beachswing Pty Ltd ATF The Varenna A/C, a nominee of Grange Consulting and an entity jointly controlled by Ms Emma Wates, a joint company secretary of the Company;

• (iv) 250,000 Options were issued to Nardie Group Pty Ltd ATF SD Wood Family A/C, a nominee of Grange Consulting;

• (v) 100,000 Options were issued to Cornela Pty Ltd, a nominee of Grange Consulting;

• (vi) 500,000 Options were issued to Philuchna Pty Ltd ATF PM & NA Warren Family A/C, a nominee of Grange Consulting and an entity jointly controlled by Mr Phil Warren, a director of the Company; and

• (vii) 1,250,000 Options were issued to Risely Resources Pty Ltd, a nominee of Grange Consulting;

• (c) an aggregate of 3,000,000 Director and Management Options (each exercisable at $0.30 on or before the date that is four years from the date of issue) as follows:

• (i) 700,000 Options were issued to Mr Richard Bevan, a director of the Company;

• (ii) 500,000 Options were issued to Mr Greg James, a director of the Company;

• (iii) 500,000 Options were issued to Philuchna Pty Ltd. Mr Phil Warren, a director of the Company, is a controller of this entity;

• (iv) 800,000 Options were issued to Mr Kathryn Cutler, the Company’s Chief Executive Officer; and

• (v) 500,000 Options were issued to Beachswing Pty Ltd. Ms Emma Wates, a joint company secretary of the Company, is a controller of this entity; and

• (d) an aggregate of 5,110,000 Performance Rights (comprising 2,750,000 class A performance rights, 1,850,000 class B performance rights and 510,000 class C performance rights, each expiring 5 years from the date of issue) as follows:

• (i) 1,400,000 Performance Rights were issued to Mr Richard Bevan, a director of the Company;

• (ii) 880,000 Performance Rights were issued to Mr Greg James, a director of the Company;

• (iii) 880,000 Performance Rights were issued to Philuchna Pty Ltd. Mr Phil Warren, a director of the Company, is a controller of this entity; and

• (iv) 1,950,000 Performance Rights were issued to Mr Kathryn Cutler, the Company’s Chief Executive Officer.

The Company confirms that is has been granted confirmation that the terms of the Performance Rights comply with Listing Rule 6.1 and that ASX have granted the Company a waiver regarding Listing Rule 1.1 condition 12.

Statement of Capital Structure

The capital structure of the Company following completion of the Acquisitions and the issue of the securities pursuant to the Prospectus is set out below.

Capital Structure	**Shares1 **	Options2	Performance Rights3
Securities on issue as at date of the Prospectus	22,000,000	Nil	Nil
Shares issued under the Offer	30,000,000	Nil	Nil
Advisor Options and Broker Options issued under the Option Offer	Nil	3,500,000	Nil
Securities issued to Directors and Management (or their nominees)	Nil	3,000,000	5,110,000
TOTAL	52,000,000	6,500,000	5,110,000

Notes:

1. The full terms and conditions of the Shares are set out in section 10.2 of the Prospectus .

2. The full terms and conditions of the Options are set out in section 10.3 of the Prospectus .

3. The full terms and conditions of the Performance Rights are set out in section 10.4 of the Prospectus.

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Restricted Securities

The Company confirms that following quotation of the Company’s securities on the ASX, the following securities will be subject to restriction pursuant to the ASX Listing Rules for the period outlined below.

Class	Number	Restriction Period
Shares	575,000	12 months from the date of issue
Shares	18,425,000	24 months from date of quotation
Options1	6,500,000	24 months from date of quotation
Performance Rights2	5,110,000	24 months from date of quotation

Notes:

1. The full terms and conditions of the Options are set out in section 10.3 of the Prospectus .

2. The full terms and conditions of the Performance Rights are set out in section 10.4 of the Prospectus.

No Impediments

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to the Company:

• (a) entering any of the granted tenements referred to at Schedules 1 and 2 of the Solicitor’s Tenement Report that is annexed to the Prospectus as Annexure B; and

• (b) carrying out exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

This ASX Announcement has been authorised for release by the Board.

For further information, please contact:

Emma Wates Joint Company Secretary + 61 (8) 9322 7600 admin@killi.com.au

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