MINERAL COMMODITIES LTD — Capital/Financing Update 2022

Oct 6, 2022

Proposed issue of securities

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Announcement Summary

Entity name

MINERAL COMMODITIES LTD

Announcement Type

New announcement

Date of this announcement

7/10/2022

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
MRC	ORDINARY FULLY PAID	186,273,118

Ex date

11/10/2022

+Record date

12/10/2022

Offer closing date

26/10/2022

Issue date

2/11/2022

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

MINERAL COMMODITIES LTD

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 Registration Number ABN 39008478653

1.3 ASX issuer code

MRC

1.4 The announcement is

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New announcement

1.5 Date of this announcement

7/10/2022

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - 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

MRC : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description MRC : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held

1 3

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 186,273,118 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.07500

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Eligible Shareholders may apply for top-up shares, in addition to their entitlements, at the same price per top-up share as the offer price. The number of top-up shares is limited to the number of new shares for which valid applications are not received. Top-up shares will be allocated in an equitable and proportional manner by reference to existing shareholdings.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

In the event of an oversubscriptions, applications (including for any top-up shares) will be scaled back on an equitable and proportional manner by reference to existing shareholdings.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Part 3C - Timetable

3C.1 +Record date

12/10/2022

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3C.2 Ex date

11/10/2022

3C.4 Record date 12/10/2022

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

17/10/2022

3C.6 Offer closing date

26/10/2022

3C.7 Last day to extend the offer closing date

21/10/2022

3C.9 Trading in new +securities commences on a deferred settlement basis

27/10/2022

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

2/11/2022

3C.12 Date trading starts on a normal T+2 basis

3/11/2022

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

7/11/2022

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Au Mining Ltd Mr Guy Walker Mr Jacob Deysel

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Partially Underwritten Au Mining Ltd $6,600,000 Mr Guy Walker $100,000 Mr Jacob Deysel $100,000

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3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

The Company will pay the Underwriters a fee of 3% of the Underwritten Amount for underwriting the subscription of the Underwritten Amount on the Issue Date.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

The Underwriting Agreements contain customary termination rights, including failing to meet MRC's obligations under the agreement, misleading statements in offer materials, material adverse change and government proceedings.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Mr Guy Walker Mr Jacob Deysel

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

$100,000 each

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

The Company will pay the Underwriters a fee of 3% of the Underwritten Amount for underwriting the subscription of the Underwritten Amount on the Issue Date.

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

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

As set out in the ASX release of 3 October 2022

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Nil

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

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No

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3F.6 URL on the entity's website where investors can download information about the proposed issue

Further details to be provided on the Company's website at www.mineralcommodities.com.au once the offer document is completed and lodged with the ASX.

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 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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