MATSA RESOURCES LIMITED — Capital/Financing Update 2023

Aug 29, 2023

Proposed issue of securities

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Announcement Summary

Entity name

MATSA RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

30/8/2023

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	Unlisted options	33,333,333
confirmed
MAT	ORDINARY FULLY PAID	66,666,667

Proposed +issue date

7/9/2023

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

MATSA 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.

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

48106732487

1.3 ASX issuer code

MAT

1.4 The announcement is

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New announcement

1.5 Date of this announcement

30/8/2023

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 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 3/11/2023 Estimated No

Comments

Matsa is undertaking a capital raising in two tranches. A Placement comprising 63.67 million ordinary shares and 31.83M unlisted options will be completed under the Company's existing placement capacity under Listing Rules 7.1 and 7.1A. Additionally a further Placement (Director Placement) comprising up to 3 million ordinary shares and 1.5M unlisted options to directors of the Company and their related parties, will be subject to shareholder approval pursuant to Listing Rule 10.

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

MAT : ORDINARY FULLY PAID

Number of +securities proposed to be issued

66,666,667

Offer price details

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

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Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.03000

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? No Yes ASX +security code +Security description New class-code to be confirmed Unlisted options

+Security type

Options

Number of +securities proposed to be issued

33,333,333

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

The options are free attaching options on a 1:2 basis to the participants in the share placement and will be exercisable at $0.07 each expiring 7 September 2025.

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

0.000001

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 0.0700 7/9/2025 Details of the type of +security that will be issued if the option is exercised MAT : ORDINARY FULLY PAID

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

1 fully paid ordinary share for every 1 option exercised

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.

Part 7C - Timetable

7C.1 Proposed +issue date

7/9/2023

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

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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?

29,795,272 fully paid ordinary shares and 31,833,333 unlisted options with an exercise price of $0.07 expiring 31 August 2025.

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?

33,871,395 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

A placement was chosen as it was considered the most cost-efficient and expedient method available to the Company at the time for raising the funds required to achieve the Company's objectives.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?

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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?

Wentworth Securities Pty Ltd

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

A management fee of 2% (plus GST) plus a selling fee of 4% (plus GST) on the gross proceeds of the placement. In addition 5M Advisor Options will be issued with an exercise price of $0.07 each and 5M Advisor Options will be issued with an exercise price of $0.105 each, both expiring 3 years from the date of issue. The Advisor Options will be subject to shareholder approval.

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

Other fees to be incurred include share registry fees, legal fees and ASX listing fees.

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Part 7F - Further Information

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

The funds will be used to fund the finalisation of the grant process and subsequent exploration of the Thailand lithium projects, holding and transaction costs for the Lake Carey Gold Project and for working capital purposes.

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)

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