MAMBA EXPLORATION LIMITED — Capital/Financing Update 2022

Nov 24, 2022

Proposed issue of securities

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Announcement Summary

Entity name

MAMBA EXPLORATION LIMITED

Announcement Type

New announcement

Date of this announcement

25/11/2022

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
New class-code to be	M24PFR1A- 500,000 Performance Rights condition 12	500,000
confirmed	months of service
New class-code to be	M24PFR2 - Performance Rights 500,000 24 months services	500,000
confirmed	condition
New class-code to be	M24OPT1F- 200,000 unquoted options Ex price 25 cents	200,000
confirmed	expiry 25 Nov 2025 24 month service condition
New class-code to be	M24OPT1E - 200,000 Unquoted Options Service 12 months	200,000
confirmed	25 cent exercise price 3 yr expiry 25 Nov 25
New class-code to be	M24OPT1D - 400,000 unquoted options Exercise price 25	400,000
confirmed	cents expiry 25 Nov 2025
New class-code to be	M24OPTG - 2,500,000 Options expiry 3yrs from Issue 25	2,500,000
confirmed	Nov 2025 25 cents exercise price

Proposed +issue date

25/11/2022

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

MAMBA EXPLORATION 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

75644571826

1.3 ASX issuer code

M24

1.4 The announcement is

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New announcement

1.5 Date of this announcement

25/11/2022

1.6 The Proposed issue is:

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A placement or other type of issue

Proposed issue of securities

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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 25/11/2022 Actual Yes

Comments

AGM shareholder approval carried

Part 7B - Issue details

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 Yes ASX +security code +Security description New class-code to be confirmed M24PFR1A- 500,000 Performance Rights condition 12 months of service

+Security type

Performance options/rights

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Proposed issue of securities

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Proposed issue of securities
Number of +securities proposed to be issued
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
To provide a performance linked incentive component to the remuneration of Managing Director
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Performance options/rights details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD
Details of the type of +security that will be issued if the option is exercised
M24 : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
500,000
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. Please refer to the Mamba Employee Incentive plan at www.mambaexloration.com.au
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

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Proposed issue of securities

Details of +securities proposed to be issued

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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
Yes
ASX +security code +Security description
New class-code to be confirmed M24PFR2 - Performance Rights 500,000 24 months services condition
+Security type
Performance options/rights
Number of +securities proposed to be issued
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
to provide a performance linked incentive component to the remuneration of Managing Director
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Performance options/rights details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD
Details of the type of +security that will be issued if the option is exercised
M24 : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
500,000
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Proposed issue of securities

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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.

Please refer to the Mamba Employee Incentive plan at www.mambaexloration.com.au

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	M24OPT1F- 200,000 unquoted options Ex price 25 cents expiry 25 Nov 2025 24
	month service condition
+Security type
Options
Number of +securities proposed to be	issued
200,000
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 to provide Incentive to employees
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

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Options details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.2500 25/11/2025

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

M24 : ORDINARY FULLY PAID

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

200,000

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.

Please refer to the Mamba Employee Incentive plan at www.mambaexloration.com.au

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 M24OPT1E - 200,000 Unquoted Options Service 12 months 25 cent exercise price 3 yr expiry 25 Nov 25

+Security type

Options

Number of +securities proposed to be issued

200,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities	Please describe the consideration being provided for the +securities
To provide incentive to employees
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.2500	25/11/2025
Details of the type of +security that will be issued if the option is exercised
M24 : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
200,000
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. Please refer to the Mamba Employee Incentive plan at www.mambaexloration.com.au
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

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ASX +security code +Security description
New class-code to be confirmed M24OPT1D - 400,000 unquoted options Exercise price 25 cents expiry 25 Nov
2025
+Security type
Options
Number of +securities proposed to be issued
400,000
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
To provide Incentive to employees
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.2500 25/11/2025
Details of the type of +security that will be issued if the option is exercised
M24 : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
400,000
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.
Please refer to the Mamba Employee Incentive plan at www.mambaexloration.com.au
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
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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 Yes ASX +security code +Security description New class-code to be confirmed M24OPTG - 2,500,000 Options expiry 3yrs from Issue 25 Nov 2025 25 cents exercise price +Security type Options 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 To provide incentive renumeration to directors as approved at the AGM 2022 held on 25 November 2022 Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.2500 25/11/2025 Details of the type of +security that will be issued if the option is exercised M24 : ORDINARY FULLY PAID

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

2,500,000

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.

Please refer to the Mamba Employee Incentive plan at www.mambaexloration.com.au

Part 7C - Timetable

7C.1 Proposed +issue date

25/11/2022

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?

400,000 options Exercise price 25 cents expiry 3 years from Issue 200,000 options Exercise price 25 cents expiry 3 years from Issue Service condition 12 months 200,000 options Exercise price 25 cents expiry 3 years from Issue Service condition 24 months

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)? No

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? Yes

7D.3a Please enter, the number and +class of the +restricted securities and the date from which they will cease to be +restricted securities

500,000 Performance Rights 12 months service condition 500,000 Performance Rights 24 months service condition 200,000 options Exercise price 25 cents expiry 3 years from Issue Service condition 12 months 200,000 options Exercise price 25 cents expiry 3 years from Issue Service condition 24 months

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No 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 To provide Incentives to Directors and employees 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 Directors incentives all approved by shareholders at the 2022 AGM held on 25 November 2022

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