MARVEL GOLD LIMITED — Capital/Financing Update 2020

Mar 5, 2020

Proposed issue of securities

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Announcement Summary

Entity name

GRAPHEX MINING LIMITED

Announcement Type

New announcement

Date of this announcement

Friday March 6, 2020

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +Security Code +Security Description +securities to be issued GPX ORDINARY FULLY PAID 3,846,153

+Record date

Thursday March 5, 2020

Offer closing date

Tuesday March 31, 2020

+Issue date

Thursday April 9, 2020

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
GPX	ORDINARY FULLY PAID	12,307,693

Proposed +issue date

Thursday March 12, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

GRAPHEX MINING 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

610319769

1.3 ASX issuer code

GPX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday March 6, 2020

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

GPX : ORDINARY FULLY PAID 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

GPX : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued 3,846,153

Minimum Number of +securities Maximum Number of proposed to be offered to each +securities proposed to be individual +security holder offered to each individual +security holder 15,384 461,538

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Minimum subscription $ Maximum subscription $ amount proposed to be offered amount proposed to be offered to each individual security to each individual security holder holder AUD 1,000 AUD 30,000

Purpose of the issue

Complete a funding solution for the development of Chilalo, carry out low-cost work to optimize the results of the recent DFS, working capital and general corporate purposes.

Offer price details for retail security holders Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 0.06500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Oversubscription & Scale back details May a scale back be applied to this event? Yes

Provide the scale back details

A scale back may be applied and if so, will be at the discretion of directors

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan Friday March 6, 2020

4C.2 +Record date

Thursday March 5, 2020

4C.3 Date on which offer documents will be made available to investors Wednesday March 11, 2020

4C.4 Offer open date

Wednesday March 11, 2020

4C.5 Offer closing date

Tuesday March 31, 2020

4C.6 Announcement of results Friday April 3, 2020

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4C.7 +Issue date Thursday April 9, 2020

Part 4D - Listing Rule requirements

• 4D.1 Does the offer under the +securities purchase plan meet the requirements of listing rule 7.2 exception 5 that: the number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities already on issue; and

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the issue price of the +securities is at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No 4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 4F - Further Information 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

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4F.2 Countries in which the entity has security holders who will not be eligible to accept the proposed offer

The Plan is available to shareholders of the Company with a registered address is in Australia or New Zealand, however, the Company reserves the right in its absolute discretion to offer the SPP to a shareholder with an address in the Company's share register outside Australia or New Zealand if the Company is satisfied that it is not precluded from lawfully issuing New Shares to that Shareholder either unconditionally or after compliance with conditions which the Directors in their sole discretion regard as acceptable.

4F.3 URL on the entity's website where investors can download information about the proposed offer

http://www.graphexmining.com.au/category/recent-announcements/

4F.4 Any other information the entity wishes to provide about the proposed offer

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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

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No

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

GPX : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

12,307,693

Purpose of the issue

Complete a funding solution for the development of Chilalo, carry out low-cost work to optimize the results of the recent DFS, working capital and general corporate purposes.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.06500

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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 Oversubscription & Scale back details May a scale back be applied to this event? No

Part 7C - Timetable 7C.1 Proposed +issue date Thursday March 12, 2020 Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the 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?

11,511,642 Up to 796,231 Shares will be issued to directors subject to shareholder approval 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 10.11.1 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

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

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

Bridge Street Capital

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

6% on total funds raised under the Placement

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.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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