MIRAMAR RESOURCES LIMITED — Capital/Financing Update 2024

Jul 22, 2024

Appendix 3B - Proposed issue of securities

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Update Summary

Entity name

MIRAMAR RESOURCES LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

23/7/2024

Reason for update to a previous announcement

Increase of the number of options to be issued to 119,130,646 due to the increased raising amounts under the Placement and Rights Issue.

Refer to next page for full details of the announcement

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Appendix 3B - 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

Registration Number

ABN 34635359965

1.3 ASX issuer code

M2R

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Increase of the number of options to be issued to 119,130,646 due to the increased raising amounts under the Placement and Rights Issue.

1.4b Date of previous announcement to this update

4/4/2024

1.5 Date of this announcement

23/7/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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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 +Security holder approval 25/6/2024

Is the date estimated or ** Approval actual? received/condition met? Actual Yes

Comments

The Placement to Director, Placement Options and Broker Options are subject to shareholder approval. Shareholders approval was obtained on 25 June 2024.

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? Yes

Details of +securities proposed to be issued

ASX +security code and description

M2R : ORDINARY FULLY PAID

Number of +securities proposed to be issued

45,550,719

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01200

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

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed OPTION EXPIRING JUN-2027

+Security type

Options

Number of +securities proposed to be issued

91,101,438

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

Free attaching options exercisable at $0.018 each expiring three (3) years from the date of issue on the basis of two (2) options for every one (1) share issued subject to shareholder approval.

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

0.000001

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.0180

Expiry date 30/6/2027

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Details of the type of +security that will be issued if the option is exercised

M2R : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One (1) fully paid ordinary share per one (1) option exercised.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

The details and terms of the Placement Option will be set out in the prospectus. The lodgement of the prospectus is expected to occur in June 2024.

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)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed OPTION EXPIRING JUN-2027

+Security type

Options

Number of +securities proposed to be issued

25,000,000

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

Payment set out under the lead manager mandate with Cadmon Advisory Pty Ltd. The options are subject to shareholder approval, Cadmon (or its nominee/s) will be issued 20 options per dollar raised under the Placement, Rights Issue and Shortfall Offer. These options will have the same terms as the Placement Options (Broker Options).

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

0.000010

Will all the +securities issued in this class rank equally in all respects from

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their issue date? Yes

Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0180 30/6/2027

Details of the type of +security that will be issued if the option is exercised M2R : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One (1) fully paid ordinary share per one (1) option exercised.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

The details and terms of the offer under the Rights Issue will be set out in the prospectus. The lodgement of the prospectus is expected to occur in June 2024.

Part 7C - Timetable

7C.1 Proposed +issue date 25/7/2024

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

22,330,432 fully paid ordinary shares were issued and ratified by shareholders at the General Meeting held on 25 June 2024.

6,651,935 options exercisable at $0.018 expiring 25 July 2027 to be issued as part of the New Placement Offer to Cadmon, lead manager.

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 14,886,954 fully paid ordinary shares were issued and ratified by shareholders at the General Meeting held on 25 June 2024.

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer

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under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

In addition to the Placement Shares, the Company completed a pro rata non-renounceable rights issue of one (1) share for every one (1) share held by eligible shareholders. Further details of the Rights Issue are available from the Prospectus dated 21 June 2024.

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?

Cadmon Advisory Pty Ltd (Cadmon) (ACN 616 484 756) (Cadmon is a corporate authorised representative (CAR No. 1253390) of Newport Private Wealth Pty Ltd (AFSL No. 451 820))

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

Management fee of 3% and selling fee of 3% of the gross proceeds from the Placement, Rights Issue, and Shortfall Offer, plus GST, payable in cash, and 20 broker options per dollar raised under the Placement, Rights Issue, and Shortfall Offer exercisable at $0.018 each expiring three (3) years from the date of issue subject to shareholder approval.

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

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 primarily used for upcoming exploration programmes at Whaleshark and Bangemall Projects, and to provide general working capital for the Company.

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

The placement shares were issued pursuant to Miramar's placement capacity under ASX Listing Rule 7.1 and 7.1A, and Directors placement were completed and ratified by shareholders at the General Meeting held on 25 June 2024..

The Company obtained shareholder approval to issue the free attaching options under the placement to investors and directors, and 34,310,605 broker options on 25 June 2024.

Refer to the ASX announcement dated 4 April 2024, 25 June 2024, and 23 July 2024 for further information.

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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