MIRAMAR RESOURCES LIMITED — Capital/Financing Update 2022

Jun 20, 2022

Proposed issue of securities

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Announcement Summary

Entity name

MIRAMAR RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

21/6/2022

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
M2RO	OPTION EXPIRING 11-JUL-2024 DEFERRED	10,705,204

Proposed +issue date 11/7/2022

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

MIRAMAR 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

34635359965

1.3 ASX issuer code

M2R

1.4 The announcement is

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New announcement

1.5 Date of this announcement

21/6/2022

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 10/6/2022 Actual Yes

Comments

Shareholder approval received at the General Meeting held on 10 June 2022. Refer to Notice of General Meeting dated 9 May 2022 and General Meeting Results dated 10 June 2022 for further information.

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

M2RO : OPTION EXPIRING 11-JUL-2024 DEFERRED

Number of +securities proposed to be issued

7,185,822

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities

The options are issued as a free attaching option on the basis of one Option for every two Shares issued under the Tranche 1 Placement announced on 3 May 2022 and Tranche 2 Placement announced on 10 June 2022.

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

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

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

M2RO : OPTION EXPIRING 11-JUL-2024 DEFERRED

Number of +securities proposed to be issued

3,519,382

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

One option per four Shares placed in the Placement as consideration for placement completed by PAC Partners on 3 May 2022. Refer ASX announcement dated 3 May 2022 for further information.

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

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

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Part 7C - Timetable

7C.1 Proposed +issue date 11/7/2022

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

10/6/2022

7D.2 Is a party referred to in listing rule 10.11 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

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

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

PAC Partners Securities Pty Ltd (ACN 623 653 912) (AFSL No. 335 374)

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

Management fee of 2% on the gross proceeds raised under the Placement completed on 3 May 2022, plus GST, payable in cash, Placement fee of 4% on the capital introduced in the Placement, plus GST, payable in cash; and one option per four shares placed in the Placement in the same class as the Placement Options to be issued under this Appendix 3B.

7E.2 Is the proposed issue to be underwritten? No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

None.

Part 7F - Further Information

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

Funds raised will be used for exploration activities at Gidji JV Project, and the other projects in the Eastern Goldfields, Murchison and Gascoyne regions of WA, and to provide working capital.

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

On 15 June 2022 Miramar announced a fully underwritten pro-rata non-renounceable rights issue and lodged a Prospectus with ASX. The Company engaged PAC Partners Securities Limited to act as underwriter. The Underwriting Agreement contained a clause allowing PAC to terminate if the ASX 200 Index fell more than 10pc after the signing of the Agreement. On 17 June 2022 PAC gave notice and exercised its right to terminate on this basis, refer to ASX announcement dated 20 June 2022. Refer to the replacement prospectus dated 20 June 2022 for further information on the Placement Options Offer to be issued under this Appendix 3B.

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 +disclosure document or +PDS for the +securities proposed to be issued

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