MACRO METALS LIMITED — Capital/Financing Update 2022

Mar 29, 2022

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

KOGI IRON LIMITED

Announcement Type

New announcement

Date of this announcement

30/3/2022

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

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	Listed Options, exercisable at $0.02 and expiring on 31	108,500,000
confirmed	December 2024.
KFE	ORDINARY FULLY PAID	217,000,000

Proposed +issue date

4/4/2022

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

KOGI IRON 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

ABN

Registration Number

28001894033

1.3 ASX issuer code

KFE

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

30/3/2022

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 31/5/2022 Estimated

Comments

Shareholder approval is required for the Tranche two for Placement Options being for up to 108,500,000 Options.

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? Yes

Details of +securities proposed to be issued

ASX +security code and description

KFE : ORDINARY FULLY PAID

Number of +securities proposed to be issued

217,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

Proposed issue of securities

3 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00800

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

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No

ASX +security code +Security description New class-code to be confirmed Listed Options, exercisable at $0.02 and expiring on 31 December 2024.

+Security type

Options

Number of +securities proposed to be issued

108,500,000

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

Issue of one (1) free attaching option for every two (2) Tranche One or Two Shares subscribed and issued.

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

Proposed issue of securities

4 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 0.0200 31/12/2024

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

Other

Description

Listed Options, exercisable at $0.02 and expiring on 31 December 2024.

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. https://www.asx.com.au/asxpdf/20191028/pdf/449y4pcthmrlxf.pdf

Part 7C - Timetable

7C.1 Proposed +issue date

4/4/2022

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?

85,242,224 fully paid ordinary shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's

Proposed issue of securities

5 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

additional 10% placement capacity under listing rule 7.1A (if applicable)?

==> picture [8 x 8] intentionally omitted <==

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?

131,757,776 fully paid ordinary 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

The company will be launching a Share Purchase Plan on 8 April 2022.

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?

• Morpheus Corporate Pty Ltd.

• Fresh Equities Pty Ltd (Fresh Equities); and

• 180 Markets Pty Ltd. (180 Markets)

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

Fees paid to the brokers ranged from 4.5%-6% on the funds they introduced totaling $80,815.

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

Part 7F - Further Information

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

For work program of Macro Metals Australian projects, exploration and drilling to define mineral resources, production opportunities; drawing down the facility with Diversified Metals and the Agbaja feasibility study and general working capital

Proposed issue of securities

6 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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)

Proposed issue of securities

7 / 7