METALSGROVE MINING LTD — Capital/Financing Update 2022

Jul 3, 2022

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ASX RELEASE | 4 July 2022 | ASX:MGA

PRE-QUOTATION DISCLOSURE

MetalsGrove Mining Limited (ACN 655 643 039) (ASX: MGA) ( Company or MetalsGrove ) provides the following pre-quotation disclosures and confirmations to satisfy the conditions for admission of the Company to the Official List of the ASX and quotation of the Company’s fully paid ordinary shares ( Shares ).

Capitalised terms in this announcement have the corresponding meaning as given in the Company’s prospectus dated 13 May 2022 ( Prospectus ), unless otherwise specified.

1. COMPLETION OF OFFERS AND ISSUE OF SECURITIES

The Company confirms that all conditions precedent to the Offer made under the Prospectus has been satisfied, and the Offer has closed.

The Company has issued:

• (a) 32,000,000 Shares at an issue price of $0.20 per Share to raise $6,400,000 (before costs) pursuant to the Offer;

• (b) 5,000,000 Shares to OreMin Consultants Pty Ltd ;

• (c) 4,750,000 Shares to Shree;

• (d) 950,000 Shares to the TLPL Shareholders;

• (e) 500,000 Shares to Ventnor Securities Pty Ltd ( Ventnor ) and 1,000,000 Options (each exercisable at $0.30 each on or before 27 June 2025) to Ventnor’s nominees; and

• (f) 4,270,000 Performance Rights to the Directors.

2. COMPLETION OF THE ACQUISITION AGREEMENTS

OreMin Agreement

The Company confirms that all conditions precedent to the OreMin Agreement have been satisfied, completion has occurred under the OreMin Agreement, and the Company has issued 5,000,000 Shares to OreMin Consultants Pty Ltd .

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Shree Agreement

The Company confirms that all conditions precedent to the Shree Agreement have been satisfied, completion has occurred under the Shree Agreement, and the Company has made cash payment of $50,000 and issued 4,750,000 Shares to Shree.

TLPL Agreement

The Company confirms that all conditions precedent to the TLPL Agreement have been satisfied, completion has occurred under the TLPL Agreement, and the Company has made cash payment of $10,000 in repayment of shareholder loans and issued 950,000 Shares to the TLPL Shareholders.

3.

NO IMPEDIMENTS

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to the Company entering E 45/5945, E 45/5952, EL 31225, EL32419 and EL 392420 and carrying out exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

4. CAPITAL STRUCTURE

The Company’s capital structure as at the date of admission to the Official List of the ASX is set out below:

Class of Security	Number
Shares1	52,710,000
Options2	5,500,000
Performance Rights3	4,270,000

Notes:

1. The rights attaching to the Shares are summarised in Section 10.2 of the Prospectus.

2. Comprising:

3. (a) 4,500,000 unlisted Options exercisable at $0.30 on or before 22 December 2024.

4. (b) 1,000,000 unlisted Options exercisable at $0.30 on or before 27 June 2025.

5. The terms of the Performance Rights are summarised in Section 10.4 of the Prospectus.

5. RESTRICTED SECURITIES

The Company confirms that the following securities will be subject to restrictions pursuant to the ASX Listing Rules for the periods outlined below:

Class of Security	Number	Restriction Period
Shares	15,509,500	24 months from the date of official
		quotation
Options	5,500,000	24 months from the date of official
		quotation
Performance Rights	4,270,000	24 months from the date of official
		quotation

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Class of Security	Number	Restriction Period
Shares	1,200,0001	12 months from the date of issue

Notes:

1. Comprising:

2. (a) 250,000 Shares issued on 9 May 2022; and

3. (b) 950,000 Shares issued on 27 June 2022.

The Company confirms that no securities will be subject to voluntary escrow.

6. USE OF FUNDS

	Funds Raised	Percentage of
Funds available
	$	Funds %
Existing cash reserves	$460,865	6.72%
Funds raised from the Offer	$6,400,000	93.28%
Total	$6,860,865	100.00%
Allocation of funds
Exploration at Upper Coondina Project	$1,685,865	24.57%
Exploration at Bruce Project	$1,417,000	20.65%
Exploration at Box Hole Project	$423,000	6.17%
Exploration at Edwards Creek Project	$427,000	6.22%
Exploration at Woodie Woodie North
	$450,000	6.56%
Project
Expenses of the Offer	$696,199	10.15%
Working capital	$1,237,801	18.04%
Administration costs	$524,000	7.64%
Total	$6,860,865	100.00%

Refer to Section 5.5 of the Prospectus for further information.

7. UPDATED PRO-FORMA STATEMENT OF FINANCIAL POSITITON

	MGA 31 Dec 2021 (Audited)	TLPL 31 Dec 2021 (Audited)	Subsequent Events	Pro forma Adjustments	Pro forma balance
	$	$	$	$	$
Current assets
Cash & cash equivalents	495,865	3,000	(38,000)	5,892,736	6,353,601
Trade & other receivables	1,966	-	-	-	1,966

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	MGA 31 Dec 2021 (Audited)	TLPL 31 Dec 2021 (Audited)	Subsequent Events	Pro forma Adjustments	Pro forma balance
	$	$	$	$	$
Total current assets	497,831	3,000	(38,000)	5,892,736	6,355,567
Non-current assets
Exploration expenditure	-	-	50,000	2,155,000	2,205,000
Total non- current assets	-	-	50,000	2,155,000	2,205,000
Total assets	497,831	3,000	12,000	8,047,736	8,560,567
Current liabilities
Trade & other payables	3,403	6,000	-	-	9,403
Borrowings	-	12,000	-	(12,000)	-
Total Current liabilities	3,403	18,000	-	(12,000)	9,403
Total liabilities	3,403	18,000	-	(12,000)	9,403
Net assets	494,428	(15,000)	12,000	8,059,736	8,551,164
EQUITY
Issued capital	501,600	40	82,000	8,001,223	8,584,863
Reserves	115,658	-	-	83,958	199,616
Accumulate d losses	(122,830)	(15,040)	(70,000)	(25,445)	(233,315)
Total equity	494,428	(15,000)	12,000	8,059,736	8,551,164

8. ASX WAIVERS

(a) Listing Rule 1.1 (Condition 12)

On 3 February 2022, the Company applied pursuant to Listing Rule 1.1 (Condition 12) in relation to the terms of the Performance Rights issued to the Directors. Based solely on the information provided, ASX has granted the Company a waiver of Listing Rule 1.1 (Condition 12) for the Company to have 4,270,000 Performance Rights on issue.

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(b) Listing Rule 6.1

On 3 February 2022, the Company applied pursuant to Listing Rule 6.1 in relation to the terms of the Performance Rights issued to the Directors. Based solely on the information provided, ASX has confirmed that the terms of the Performance Rights are appropriate and equitable for the purposes of Listing Rule 6.1 subject to a number of conditions the Company must comply with.

This announcement was authorised for release by the Board of Directors of MetalsGrove Mining Limited.

Richard Beazley Non-Executive Chair METALSGROVE MINING LIMITED

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