MAGMATIC RESOURCES LIMITED — Capital/Financing Update 2021

Mar 2, 2021

Proposed issue of securities

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Announcement Summary

Entity name

MAGMATIC RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday March 3, 2021

The Proposed issue is:

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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
n/a	Unlisted Options exercisable at a 40% premium to the 5-day	4,000,000
	VWAP with a 3 year term.
MAG	ORDINARY FULLY PAID	41,666,670
Proposed +issue date
Friday March 12, 2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

MAGMATIC RESOURCES 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.

1.2 Registered Number Type

ACN

Registration Number

615598322

1.3 ASX issuer code

MAG

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday March 3, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Thursday May 27, 2021 Estimated

Comments

The Placement shares will all be issued under the Company's placement capacity under listing rule 7.1 and 7.1A. The options to be issued to the brokers will require shareholder approval, to be sought at an 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

MAG : ORDINARY FULLY PAID

Number of +securities proposed to be issued

41,666,670

Offer price details

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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 0.12000

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 are non CDIs)

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

ASX +security code +Security description New class-code to be confirmed Unlisted Options exercisable at a 40% premium to the 5-day VWAP with a 3 year term.

+Security type

Options

Number of +securities proposed to be issued

4,000,000

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

Issued to Joint Lead Managers as part of their fee structure to complete the placement.

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Proposed issue of securities	Proposed issue of securities	Proposed issue of securities	Proposed issue of securities	Proposed issue of securities	Proposed issue of securities
Please provide an estimate of the AUD equivalent of the consideration beingprovided for the +securitiesWill all the +securities issued in this class rank equally in all respects fromtheir issue date?Options details+Security currencyAUD - Australian DollarExercise priceAUD 0.2062Expiry dateMonday May 27, 2024Details of the type of +security that will be issued if the option is exercisedMAG : ORDINARY FULLY PAIDNumber of securities that will be issued if the option is exercised4,000,000Please provide a URL link for a document lodged with ASX setting out the material terms of the +securitiesproposed to be issued or provide the information by separate announcement.Standard Terms and Conditions will apply to these options, and will be disclosed upon issue.Yes
	Will all the +setheir issue dat Yes		curities issued in this class rank equally in all respects frome?
	tions details
	+Security currAUD - AustraliaDetails of the tMAG : ORDINA
			encyn DollarExercise priceAUD 0.2062ExpiMonype of +security that will be issued if the option is exercised	ry dateday May 27, 2024
			RY FULLY PAID
	Number of sec4,000,000Please provideproposed to beStandard Term		urities that will be issued if the option is exercised
		4,000,000
			a URL link for a document lodged with ASX setting out the materiaissued or provide the information by separate announcement.	l terms of the +securitiesssue.
		Standard Term	s and Conditions will apply to these options, and will be disclosed upon i	ssue.

Part 7C - Timetable

7C.1 Proposed +issue date Friday March 12, 2021

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?

24,124,748

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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?

17,541,922

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

A Placement was decided as he most appropriate option due to timing, efficiency and cost benefit compared to other options.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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?

Joint Lead Managers are Euroz Hartleys Limited and Plutus Capital Advisory.

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

2% Management Fee on the total proceeds of the offer received

4% Distribution Fee on the total proceeds of the offer received

4m options exercisable at a 40% premium to the 5-day VWAP prior to 1/3/2021 and expiring in 3 years from issue.

7E.2 Is the proposed issue to be underwritten?

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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

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

To fund the Company's exploration activities a its Wellington North Project, Myall Project and Parkes Project all located in the East Lachlan Gold-Copper Terrain in NSW and to cover general working capital and capital raising fees.

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

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