MIRAMAR RESOURCES LIMITED — Capital/Financing Update 2023

Jun 20, 2023

Proposed issue of securities

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Announcement Summary

Entity name

MIRAMAR RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

21/6/2023

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
M2R	ORDINARY FULLY PAID	18,487,801

Ex date

30/6/2023

+Record date

3/7/2023

Offer closing date

14/7/2023

Issue date

20/7/2023

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

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

Registration Number

ABN 34635359965

1.3 ASX issuer code

M2R

1.4 The announcement is

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New announcement

1.5 Date of this announcement

21/6/2023

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

M2R : 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 M2R : 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

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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 18,487,801 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 0.03000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

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

Part 3C - Timetable

3C.1 +Record date

3/7/2023

3C.2 Ex date

30/6/2023

3C.4 Record date

3/7/2023

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

4/7/2023

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3C.6 Offer closing date 14/7/2023

3C.7 Last day to extend the offer closing date 11/7/2023

3C.9 Trading in new +securities commences on a deferred settlement basis 17/7/2023

3C.11 +Issue date and last day for entity to announce results of +pro rata issue 20/7/2023

3C.12 Date trading starts on a normal T+2 basis 21/7/2023

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

25/7/2023

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Westar Capital Pty Ltd (Westar) (ACN 009 372 838) (AFSL No. 255 789)

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Broker fee of 6% of the gross amount raised in the Rights Issue, plus GST, payable in cash.

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

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

Westar Capital Pty Ltd (Westar) (ACN 009 372 838) (AFSL No. 255 789)

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

The Rights Issue is fully underwritten (subject to entry into a formal underwriting agreement) by Westar Capital. An offer document for the rights issue will provide further details of the terms of the underwriting agreement. The lodgement of the offer document is expected to occur in July 2023.

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

The Rights Issue is fully underwritten (subject to entry into a formal underwriting agreement) by Westar Capital. An offer document for the rights issue will provide further details of the terms of the underwriting agreement. The lodgement of the offer document is expected to occur in July 2023.

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

The Rights Issue is fully underwritten (subject to entry into a formal underwriting agreement) by Westar Capital. An offer document for the rights issue will provide further details of the terms of the underwriting agreement. The lodgement of the offer document is expected to occur in July 2023.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

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

The Rights Issue is fully underwritten (subject to entry into a formal underwriting agreement) by Westar Capital. An offer document for the rights issue will provide further details of the terms of the underwriting agreement. The lodgement of the offer document is expected to occur in July 2023.

Part 3F - Further Information

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

Funds raised will be primarily used for upcoming exploration programmes at Whaleshark and Bangemall Projects, and to provide working capital.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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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

An offer document for the rights issue will provide further details of who will be eligible to participate in the Rights Issue. The lodgement of the offer document is expected to occur in July 2023.

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

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

Further details will be contained in the Offer Document which will be made available on ASX and the Company's website in due course. Refer ASX announcement dated 21 June 2023 for further information.

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

An offer document for the rights issue will provide further details of how to participate in the Rights Issue, the associated risks of the Rights Issue, the terms of the offer under the Rights Issue, underwriting agreement, and the timetable of the Rights Issue. The lodgement of the offer document is expected to occur in July 2023.

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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)? Yes

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 +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11)

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