MIRAMAR RESOURCES LIMITED — Capital/Financing Update 2023

Jun 27, 2023

ASX: M2R | 28 June 2023

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Cleansing Notice under

Section 708AA(2)(f) of the Corporations Act 2001 (Cth)

This notice is given by Miramar Resources Limited ( Company ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as notionally modified by ASIC Corporations ( Non-Traditional Rights Issues ) Instrument 2016/84 (CI 2016/84). References in this notice of the Corporations Act are references to the Corporations Act as modified or amended by CI 2016/84.

The Company has announced its intention to undertake an equity raising of up to approximately $544,634 via an nonrenounceable rights issue. The raising comprises a non-renounceable pro-rata rights issue of fully paid ordinary shares ( Shares ), on the basis of one (1) new Share for every five (5) Shares held as at Monday, 3 July 2023 to eligible shareholders with a registered address in Australia, New Zealand and certain institutional holders in other jurisdictions in which the Company chooses to make offers ( Offer ).

Based on the current capital structure (and assuming no options to acquire Shares ( Options ) are exercised or performance rights convert into Shares upon satisfaction of the vesting conditions ( Performance Rights ) prior to the Record Date) a total of an additional 18,487,801 Shares will be issued if the Offer is fully subscribed and the amount raised will be approximately $544,634.

As at the date of this announcement the Company currently has 70,796,076 Options and 1,046,513 Performance Rights on issue. In order to participate in the Offer the Options must be exercised and Performance Rights must be converted prior to the Record Date.

The Offer is fully underwritten by Westar Capital Limited (ACN 009 372 838) (AFSL 225 789) ( Underwriter ). Entitlements as a result of additional Shares issued due to the exercise of Options to acquire Shares and conversion of Performance Rights into Shares prior to the record date of the Offer are not underwritten. The Company will pay the Underwriter a fee of 6% (excluding GST) of the underwritten amount as well as reimbursement of expenses.

Any shortfall under the Offer will be dealt with by the Company at its discretion in conjunction with the Underwriter.

The Company hereby confirms that in respect of the Offer (as per the requirements of paragraph 708AA(2)(f) of the Corporations Act):

• (a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act;

• (b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Corporations Act;

• (c) as at the date of this notice the Company has complied with:

  • (i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company;

  • (ii) section 674 and 674A of the Corporations Act as it applies to the Company;

• (d) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Corporations Act;

• (e) the potential effect that the issue of the new Shares pursuant to the Offer will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand. If all shareholders subscribe for their entitlements, then all shareholders will retain their percentage ownership in the Company, and the issue of Shares under the Offer is not expected to have any material effect on the control of the Company.

ASX: M2R | ABN 34 635 359 965 | Unit 1, 22 Hardy Street, South Perth, Western Australia 6151 PO Box 810, South Perth WA 6951 | miramarresources.com.au | info@miramarresources.com.au | +61 (8) 6166 6302

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This announcement has been authorised for release by Mrs Mindy Ku, Company Secretary, on behalf of the Board of Miramar Resources Limited.

For more information on Miramar Resources Limited, please visit the company’s website at www.miramarresources.com.au, follow the company on social media on social media (Twitter @MiramarRes and LinkedIn @Miramar Resources Ltd).

ASX Announcement 28 June 2023

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