MOHO RESOURCES LIMITED — Capital/Financing Update 2018

Nov 4, 2018

M O H O R e s o u r c e s L t d S u i t e 1 / 2 2 R a i l w a y R d S u b i a c o , W A , 6 0 0 8

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MOHO RESOURCES LIMITED – PRE-QUOTATION DISCLOSURE

The following information is required to be provided to ASX Limited ( ASX ) for release to the market in connection with the admission to the official list and official quotation of fully paid shares in Moho Resources Limited (ACN 156 217 971) ( Company ).

Capitalised terms which have not been otherwise defined in this document have the same meaning as they have in the Company’s prospectus dated 10 August 2018 ( Prospectus ).

STATEMENT OF CAPITAL STRUCTURE

As at the date of quotation the capital structure of the Company is set out below.

**Shares1 **	42,484,592
**Options2 **	24,708,709

Notes:

1. The rights attaching to the Shares are summarised in section 8.2 of the Prospectus.

2. Comprising of

3. a. 13,508,709 Options which are exercisable at $0.25 on or before 9 July 2023. Full terms of the Options on issue are set out in sections 8.3 of the Prospectus.

4. b. 7,200,000 Options which are exercisable on or before 9 July 2023, with the exercise prices and vesting conditions as detailed below:

   • i. 3,000,000 Options, vesting upon the Company’s Share reaching a 20-day volume weighted average price ( VWAP ) of $0.25 and 5,000 meters of drilling being completed on the tenements in which the Company has an interest.

The amount payable upon exercise of each of these Options is $0.25.

• ii. 2,100,000 Options, vesting upon the Company’s Shares reaching a 20-day VWAP of $0.35 and 10,000 meters of drilling being completed on the tenements in which the Company has an interest.

The amount payable upon exercise of each of these Options is $0.25.

• iii. 2,100,000 Options, vesting upon the Company’s Shares, reaching a 20-say VWAP of $0.50 and 15,000metres of drilling being completed on the tenements in which the Company has an interest.

The amount payable upon exercise of these Options is $0.50,

and otherwise on the terms and conditions set out in Section 8.3 of the Prospectus.

• c. 4,000,000 Options which are exercisable at $0.25 on or before 31 October 2023. Full terms of the Options on issue are set out in sections 8.3 of the Prospectus.

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RESTRICTED SECURITIES

The Company confirms that following quotation of the Company’s securities on the ASX, the following securities will be subject to restriction pursuant to the ASX Listing Rules for the period outlined below.

Class	Number	Restriction Period
Ordinary Fully Paid Shares	5,414,929	24 months from date of quotation
Options1	17,693,467	24 months from date of quotation
Ordinary Fully Paid Shares2	1,786,083	12 months from the date of issue
Options3	7,015,242	12 months from the date of issue

Following quotation of the Company’s securities on the ASX, the following securities will be subject to a voluntary escrow period:

Class	Number	Restriction Period
Ordinary Fully Paid Shares	250,0004	Voluntary escrow period, being 6 months commencing on the date on which quotation of securities commences.

Notes:

1. Comprising of:

2. a. 7,200,000 Options of which:

   • i. 3,000,000 Options are exercisable at $0.25 on or before 17 July 2023;

   • ii. 2,100,000 Options are exercisable at $0.35 on or before 17 July 2023; and

   • iii. 2,100,000 Options are exercisable at $0.50 on or before 17 July 2023,

3. b. 6,493,467 Options exercisable at $0.25 on or before 9 July 2023; and

4. c. 4,000,000 Options exercisable at $0.25 on or before 31 October 2023.

5. Comprising of:

6. a. 52,730 ordinary fully paid shares issued on 15 January 2018;

7. b. 70,847 ordinary fully paid shares issued on 8 March 2018;

8. c. 35,423 ordinary fully paid shares issued on 12 March 2018;

9. d. 35,213 ordinary fully paid shares issued on 16 March 2018;

10. e. 352,143 ordinary fully paid shares issued on 14 March 2018;

11. f. 351,093 ordinary fully paid shares issued on 22 March 2018;

12. g. 69,167 ordinary fully paid shares issued on 30 April 2018;

13. h. 550,025 ordinary fully paid shares issued on 4 May 2018;

14. i. 81,667 ordinary fully paid shares issued on 25 May 2018;

15. j. 54,441 ordinary fully paid shares issued on 6 June 2018; and

16. k. 133,334 ordinary fully paid shares issued on 2 July 2018.

17. Comprising of 7,015,242 Options which are exercisable at $0.25 on or before 9 July 2023, issued on the following dates:

18. a. 38,475 Options issued on the 12 March 2018;

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• b. 284,048 Options issued on the 14 March 2018

• c. 38,405 Options issued on the 16 March 2018;

• d. 76,949 Options issued on the 18 March 2018

• e. 283,698 Options issued on 22 March 2018.

• f. 56,389 Options issued on the 30 April 2018;

• g. 650,009 Options issued on 4 May 2018;

• h. 67,222 Options issued on 25 May 2018;

• i. 44,814 Options issued on the 8 June 2018;

• j. 111,112 Options issued on the 2 July 2018

• k. 5,364,121 Options issued on 17 July 2018

• Ordinary fully paid shares issued to Report Card Pty Ltd (T/A HotCopper).

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UPDATED USE OF FUNDS AND STATEMENT OF COMMITMENT

The Company intends to apply the funds raised from its initial public offer ($5,301,500) over the next two years as follows:

Funds available	Final Subscription ($) $5,301,500	Percent age of Funds (%)
Existing cash reserves1,6	430,000
Mineral Exploration1	(150,000)
Funds raised from the Offer	5,301,500
Total	5,581,500	100
Mineral Exploration2	3,003,647	53.8%
Working Capital3	450,000	8.1%
Administration costs4	1,581,198	28.3%
Costs of the Offer5	546,655	9.8%
Total	5,581,500	100

Notes:

1. Prior to completion of the Offer, the company will conduct exploration activities on the Projects in accordance with its existing commitments. This expenditure will be paid for out of existing cash reserves.

2. Refer to the table below for a more detailed breakdown of budgeted exploration expenditure.

3. Comprising other operating and geological costs and tenement landholding fees, as well as costs associated with new project generation.

4. Comprising staff and executive salaries, occupancy costs and office overheads, ASX fees and other general corporate and administration costs.

5. Refer to Section 8.8 of the Prospectus for further details.

6. The existing cash reserves figure is as at the date of the Prospectus. The figure includes operational expenditure and cash flows since 31 December 2017 which have not been included in the pro forma balance sheet as at 31 December 2017, as set out in the Investigating Accountant’s Report in Annexure A of the Prospectus.

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Project	Final Subscription	Final Subscription
	Year 1	Year 2
Empress Springs Project	($)	($)
Establish infrastructure	50,000	-
Geophysical	101,500	100,000
Surface geochemistry	60,000	-
Aircore drilling	200,000	228,500
RC drilling	150,000	450,000
Diamond drilling		300,000
Burracoppin Project
Geophysical	50,000	93,647
Auger geochemistry	20,000	20,000
Aircore drilling	40,000	-
RC drillling	-	200,000
Silver Swan North Project
Geophysical	50,000	90,000
Aircore drilling	100,000	100,000
RC drilling	100,000	100,000
Diamond drilling	200,000	200,000
Total	1,121,500	1,882,147

The exploration programs and budgeted expenditures outlined above are subject to modification on an ongoing basis and are contingent on circumstances, results and other opportunities. Expenditure may be reallocated as a consequence of such changes or new opportunities arising and will always be prioritised in accordance with due regard to geological merit and other business decisions related to the Company’s activities. Ongoing assessment of the Company’s mineral interests may lead to increased or decreased levels of expenditure reflecting a change of emphasis.

The Company confirms that the budgeted expenditure outlined in the table above is limited to granted tenements only.

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UPDATED PROFORMA STATEMENT OF FINANCIAL POSITION

The following is an updated statement of financial position for the Company based on actual funds raised ($5,301,500) under the Prospectus:

$

Assets Current assets Cash and cash equivalents Other assets Total current assets Total assets Liabilities Current liabilities Trade and other payables Borrowings Total current liabilities Total liabilities Net assets Equity Issued capital Accumulated losses Reserves Total equity
		5,751,101
		37,745
		5,788,846
		5,788,846
		387,841
		-
		387,841
		387,841
		5,401,005
		6,164,396
		(1,416,479)
		653,088
		5,401,005

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UPDATE ON SILVER SWAN NORTH TENEMENTS (E27/0345 AND M27/0263)

The Company confirms that since the date of the Prospectus, the Company has undertaken further exploration on its projects in accordance with existing commitments, which were funded by existing cash reserves (as foreshadowed in the Prospectus).

Based on additional expenditures and drilling now completed at the Silver Swan North Project, the Company confirms that it has:

• (a) earned a 25% interest in the tenements comprising the project by conducting 2,000 metres of drilling on the tenements comprising the project prior to 30 September 2018; and

• (b) earned a further 26% (51% total) interest in the tenements comprising the project by spending $400,000 prior to 30 June 2021 on exploration on the tenements comprising the project.

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CONFIRMATION WITH RESPECT TO SPENDING ON TENEMENTS

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to the Company entering the granted tenements that constitute the Empress Springs Project, the Silver Swan North Project and the Burracoppin Gold Project and carrying out exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

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CONFIRMATION OF THE ISSUE OF SECURITIES

The Company confirms that it has issued the following securities:

• (a) 500,000 Shares to Michael Pereira (California Investment A/C);

• (b) 3,000,000 options (exercisable at $0.25 on or before 31 October 2023) to the nominee of RM Corporate Finance Pty Ltd; and

• (c) 1,000,000 options (exercisable at $0.25 on or before 31 October 2023) to the nominee of Terry Streeter.

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APPOINTMENT OF NEW COMPANY SECRETARY

The Company confirms that Mr Keith Bowker has resigned as Company Secretary of the Company and has been replaced by Mr Ralph Winter.

The biography of Mr Winter is set out in Section 3.4 of the Prospectus.

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