MIRAMAR RESOURCES LIMITED — Capital/Financing Update 2020

Oct 20, 2020

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Date: 15 October 2020

STATEMENT OF CONFIRMATIONS

Miramar Resources Limited (ACN 635 359 965) ( M2R or the Company ) provides the following confirmations to satisfy for quotation of the Company’s securities on ASX.

Completion of Public Offer

The Company confirms that all conditions precedent to the public offer under the prospectus dated 4 September 2020 ( Prospectus ) have been satisfied. The Company has issued 40,000,000 fully paid ordinary shares ( Shares ) under the Prospectus to raise $8,000,000.

The Company also confirms:

• (a) The public offer under the Prospectus closed on Wednesday, 16 September 2020 and that issue of the shares subscribed for under the Prospectus (as detailed above) has been completed.

• (b) Minimum Subscription as set out in the Prospectus was reached; and

• (c) There are no legal, regulatory, statutory or contractual impediments to M2R entering and carrying out exploration activities on granted tenements acquired under the Thunder Tenement Sale Agreement, Debnal Tenement Sale Agreement, and the AngloGold Ashanti Agreement such that M2R will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

Acquisition Agreements

In relation to the Thunder Tenement Sale Agreement, the Debnal Tenement Sale Agreement and the AngloGold Ashanti Agreement (as those terms are defined in the Prospectus):

• (a) each of the Company’s acquisition agreements are unconditional;

• (b) each of the company’s options to acquire its projects have been exercised; and

• (c) all cash or equity consideration due and payable by the Company for the acquisition of its projects has been paid or issued to the vendors of those projects.

Issue of Securities

The company confirms that it has also issued the following securities, as set out in the Prospectus:

• (a) 1,250,000 Shares to Thunder Metals Pty Ltd (ACN 630 006 754) ( Thunder ) as part consideration to the agreement to acquire 80% of the legal and beneficial interest in certain tenements held by Thunder;

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• (b) 4,500,000 Shares to XGS Pty Ltd (ACN 138 506 733) as the nominee recipient of Debnal Pty Ltd (ACN 112 448 987) ( Debnal ) as consideration to the agreement to acquire 100% of the legal and beneficial interest in certain tenements held by Debnal; and

• (c) 100,000 Shares for to Haeremai Exploration Pty Ltd.

Capital Structure

Set out below is the Company’s capital structure on listing:

Shares	Number
Shares on issue at date of Prospectus	9,210,100
Shares issued pursuant to the Offer	40,000,000
Consideration Shares issued for the Acquisition of Tenements	5,850,000
Total Shares on issue	55,060,000
Options	Number
Options exercisable at $0.20 on or before 26 June 2025	3,000,000
Options exercisable at $0.20 on or before the date that is 24 months after listing	8,210,000
Options exercisable at $0.25 on or before 9 October 2023	6,000,000
Total Options on issue	17,210,000

Restricted Securities

The Company confirms that following quotation of the Company’s securities on ASX, the following securities will be subject to restriction pursuant to the ASX Listing Rules for the period outlined below.

Security	Number	Restriction Period
Shares	6,495,080	Expiring 24 months from the date of quotation.
Shares	4,987,500	Expiring 12 months from the date of issue.
Shares	1,350,000	Expiring 12 months from the date of quotation.
Options	10,560,000	Expiring 24 months from the date of quotation.
Options	6,650,000	Expiring 12 months from the date of issue.

Status of Tenements

M2R confirms the following in relation to the current status of its tenement applications.

• (a) Gidji (12 tenement applications): no change to pending applications as set out in the Prospectus;

• (b) Glandore (11 granted tenements, 7 requiring renewal): M2R is currently working through the process of renewing the Prospecting Licenses that will imminently expire. Each of these licences have met or exceeded their expenditure commitments for the annual reporting periods from grant in 2016 to expiry (October 2020). M2R’s application for extension is based on arguments that work already carried out under the licences justify further exploration, and M2R notes that its planned budgets exceed annual expenditures on each licence. M2R currently expects that all PL’s will be extended for another 4 years;

• (c) Randall (1 tenement application): Debnal Pty Ltd (as vendor) recently reached agreement with Silver Lake Resources in regard to an access Agreement for E25/596. Silver Lake subsequently withdrew

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their objection to the grant of E25/596 on 22 September 2020. The licence will now proceed to grant;

• (d) Langwell (1 tenement): granted tenement not liable to renewal;

• (e) Garden Gully (2 tenement applications): no changes to pending applications as set out in the Prospectus;

• (f) Lakeside (1 tenement application): no changes to pending applications as set out in the Prospectus;

• (g) Whaleshark (1 tenement application): Debnal Pty Ltd (as vendor) has been advised that E08/3166 was referred under the Native Title Act and advertised on 9 September 2020. The NT process will therefore close on 9 January 2020; and

• (h) Bangemall (4 tenement applications): no changes to pending applications as set out in the Prospectus.

This announcement has been authorised for release by Mr Allan Kelly, Executive Chairman.

For further information, please contact:

Mindy Ku Company Secretary +61 (8) 9322 3383 mindyk@corpbservices.com.

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