MOAB MINERALS LIMITED — M&A Activity 2022

May 3, 2022

DELECTA LIMITED

ACN 009 147 924

Building 41

9-45 Ashley Street Braybrook Victoria 3019

Email: admin@delecta.com.au

4 May 2022

The Manager Market Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Execution of Agreements to Acquire in Nabberu Minerals Pty Ltd and Dispose of Calvista Business

Further to its ASX announcement entitled “Nabberu Minerals Acquisition / Calvista Disposal” dated 8 April 2022 (Previous Announcement), Delecta Limited (ACN 009 147 924) (ASX: DLC) (DLC or the Company) is pleased to announce that the Company has entered into binding share sale agreements pursuant to which the Company will, subject to satisfaction of certain conditions precedent:

• (a) acquire 100% of the issued share capital of Nabberu Minerals Pty Ltd (ACN 651 652 916) ( Nabberu Minerals ) from the shareholders of Nabberu Minerals ( Proposed Acquisition ); and

• (b) sell 100% of the issued share capital of Calvista Australia Pty Ltd and Calvista New Zealand Limited to Calvista Holdings Pty Ltd, a related party of current director, Malcolm Day ( Proposed Disposal ).

The key terms and conditions of the share sale agreements are set out below.

As advised in the Previous Announcement, the Proposed Acquisition will constitute a change in the nature and scale of the Company’s activities. In these circumstances, the Company will be required, pursuant to ASX Listing Rule 11.1.2, to obtain approval from DLC’s shareholders at a general meeting. The Company will also be required, pursuant to ASX Listing Rule 11.1.3, to re-comply with Chapters 1 and 2 of the Listing Rules. Further details of these matters are set out in the Previous Announcement.

- Proposed Acquisition Share Sale Agreement

As noted in the Previous Announcement, Nabberu Minerals owns the Woodlands Base Metal and Gold Project located in in the Gascoyne Province of Western Australia and has applied for exploration licence E08/3319 (the Mt Amy Project) located 107 km southeast of Onslow, Western Australia.

A summary of the key terms and conditions of the Share Sale Agreement for the Proposed Acquisition ( Share Sale Agreement ) is set out below.

1. Consideration

Subject to satisfaction or waiver of the conditions precedent to the Proposed Acquisition (summarised in section 2 below), in consideration for acquiring a 100% of the issued share capital of Nabberu Minerals, DLC has agreed to issue upon settlement of the Proposed Acquisition, the following securities to the vendors of Nabberu Minerals, on a post-Consolidation basis:

• (a) the issue of $900,000 worth of fully paid ordinary shares in the capital of DLC ( DLC Shares ) with a deemed issue price of $0.02 per DLC Share to the shareholders of Nabberu Minerals, being: Paranoid Enterprises Pty Ltd, Whistler Street Pty Ltd as trustee for the Warburton Discretionary Trust, Mr Andrew William Spencer and Mrs Benedicte Marie Spencer as trustee for the Spencer Super Fund, Matthew Blumberg, Cityscape Asset Pty Ltd as trustee for ther Cityscape Family Account and Coral Brook Pty Ltd (the Vendors ) or their nominees. None of the Vendors are related parties of the Company; and

• (b) the issue of 30,000,000 options to acquire DLC Shares ( DLC Options ) exercisable at $0.03 per DLC Option on or before that date which is three years from the date of issue between the Vendors (or their nominees).

2. Conditions Precedent

Settlement of the Proposed Acquisition is subject to of the following conditions precedent:

• (a) the parties obtaining all shareholder, statutory and regulatory approvals and/or waivers required to undertake the Proposed Acquisition and matters contemplated by the Share Sale Agreement, or that are required by DLC;

• (b) the parties obtaining, in a form reasonably satisfactory to DLC, all third-party consents or waivers which are, in the opinion of DLC, necessary or desirable to complete the Transaction (including but not limited to confirmations or waivers of the ASX Listing Rules);

• (c) DLC completing a consolidation of issued capital on the basis that every 2.5 securities will consolidate into 1 security ( Consolidation ) subject to shareholders’ approval;

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• (d) DLC preparing a prospectus and lodging the prospectus with ASIC to complete an offer of a minimum of 150,000,000 DLC Shares at an issue price of $0.02 per Purchaser Share to raise a minimum of $3,000,000 and up to a maximum of 200,000,000 Purchaser Shares at an issue price of $0.02 per Share to raise a maximum of $4,000,000 and receiving valid acceptances under the prospectus for not less than $3,000,000;

• (e) DLC receiving ASX conditional approval to reinstate the securities of DLC to official quotation on ASX, subject to DLC’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules, on terms and conditions acceptable to DLC;

• (f) settlement of the Proposed Disposal occuring; and

• (g) the Vendors delivering to the Purchaser signed restriction agreements relating to all the Consideration, in accordance with, and to the extent required by, the ASX Listing Rules (to the extent that ASX requires those securities to be escrowed,

(together, the Conditions ).

If the Conditions to settlement of the Proposed Acquisition are not satisfied or waived by 31 July 2022 or such other date as agreed in writing between the parties ( End Date ), any party may terminate the Share Sale Agreement by giving notice, in which case the agreement constituted by this Share Sale Agreement will be at an end and the parties will be released from their obligations under the Share Sale Agreement, other than any pre-existing liabilities for breach of the Share Sale Agreement, which shall survive termination.

3. Settlement

Settlement of the Proposed Acquisition will occur on that date which is 5 business days after the satisfaction or waiver of the last outstanding Condition, or such other date as is agreed in writing ( Settlement ).

– Proposed Disposal Share Sale Agreement

In parallel with the Proposed Acquisition, the Company proposes to dispose of all of the issued share capital of Calvista Australia Pty Ltd ( Calvista Australia ) and Calvista New Zealand Limited ( Calvista NZ ) to Calvista Holdings Pty Ltd (the Purchaser ) (a related party of current director, Malcolm Day), subject to the satisfaction or waiver of certain conditions precedent ( Calvista Sale Agreement ). Malcolm Day is a party to the Calvista Sale Agreement for the purposes of guaranteeing the obligations of the Purchaser under the Calvista Sale Agreement.

A summary of the key terms and conditions of the Calvista Sale Agreement is set out below.

1. Consideration

Subject to satisfaction or waiver of the conditions precedent to the Proposed Disposal (summarised in section 2 below), in consideration for the sale of 100%

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of the issued share capital of Calvista Australia and Calvista NZ to the Purchaser, DLC will receive a total of $1,500,000 cash consideration as follows:

• (a) $1,000,000 cash to be paid at settlement of the Calvista Disposal; and (b) $500,000 cash to be paid on that date which is 12 months after settlement of the Calvista Disposal.

2. Conditions Precedent

Settlement of the Proposed Disposal is subject to satisfaction or waiver of the following conditions precedent:

• (a) the Parties obtaining all necessary shareholder, statutory and regulatory approvals and/or waivers required to undertake the Transaction as required by the Corporations Act, the ASX Listing Rules or any other law, including shareholder approval pursuant to ASX Listing Rule 10.1 for the Proposed Disposal;

• (b) an independent expert’s report prepared for the purpose of the Approvals concluding that the Proposed Disposal is either fair and reasonable or not fair but reasonable to the non-associated shareholders of DLC;

• (c) the parties obtaining all third-party consents or waivers which are necessary of desirable to complete the Proposed Disposal and matters contemplated by the Calvista Sale Agreement;

• (d) DLC completing the Consolidation;

• (e) DLC preparing a prospectus and lodging the prospectus with ASIC to complete an offer of a minimum of 150,000,000 DLC Shares at an issue price of $0.02 per Purchaser Share to raise a minimum of $3,000,000 and up to a maximum of 200,000,000 Purchaser Shares at an issue price of $0.02 per Share to raise a maximum of $4,000,000 and receiving valid acceptances under the prospectus for not less than $3,000,000;

• (f) receipt of ASX conditional approval to reinstate the securities of DLC to official quotation on ASX, subject to DLC’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules, on terms and conditions reasonably acceptable to DLC;

• (g) Settlement of the Proposed Acquisition occurring.

(together, the Conditions ).

If the Conditions to settlement of the Proposed Disposal are not satisfied or waived by 31 July 2022 or such other date as agreed in writing between the parties ( End Date ) then a party not in breach of its obligations under the Calvista Sale Agreement may terminate the Calvista Sale Agreement.

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3. Settlement

Settlement of the Proposed Disposal will occur on that date which is 5 business days after the satisfaction or waiver of the last outstanding Condition, or such other date as is agreed in writing ( Settlement ).

The Company intends on applying the consideration received for the Proposed Disposal towards exploration and development expenditure and administration costs.

The Company is currently in the process of finalising a notice of general meeting for for the purposes of ASX Listing Rule 11.1.2 and for the issue of DLC Shares and DLC Options to be issued as consideration for the Proposed Acquistion, the Consolidation, the Proposed Disposal (for the purposes of ASX Listing Rule 10.1), the capital raising under the prospectus and related matters.

This announcement has been authorised for release to ASX by the Board of Directors of Delecta Limited.

For further information please contact:

Malcolm Day Jane Morgan Managing Director Investor and Media Relations Tel: 0417 770 315 Tel: +61 (0) 405 555 618 Email: mal@goldshore.com.au Email: jm@janemorganmanagement.com.au

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Important Notice

Some of the statements appearing in this announcement may be in the nature of forward-looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which DLC operates and proposes to operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets, among other things. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement. No forward looking statement is a guarantee or representation as to future performance or any other future matters, which will be influenced by a number of factors and subject to various uncertainties and contingencies, many of which will be outside DLC’s control.

DLC does not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this announcement. To the maximum extent permitted by law, none of DLC, its Directors, employees, advisors or agents, nor any other person, accepts any liability for any loss arising from the use of the information contained in this announcement. You are cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements in this announcement reflect views held only as at the date of this announcement.

This announcement is not an offer, invitation or recommendation to subscribe for, or purchase securities by DLC. Nor does this announcement constitute investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used for the basis of making an investment decision. Investors should obtain their own advice before making any investment decision. By reviewing or retaining this announcement, you acknowledge and represent that you have read, understood and accepted the terms of this important notice.

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