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MOHO RESOURCES LIMITED Capital/Financing Update 2023

Oct 30, 2023

65359_rns_2023-10-30_c225e8aa-65ea-413a-8db8-37a9b4ca9b71.pdf

Capital/Financing Update

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M O H O R e s o u r c e s L t d O f f i c e 3 / 9 L o f t u s S t r e e t W e s t L e e d e r v i l l e , W A 6 0 0 7

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31 October 2023

Despatch of Entitlement Issue Prospectus

Moho Resources Limited (“Moho” or “the Company”) advises that a letter has been despatched to eligible shareholders outlining how to access the Company’s prospectus for a non-renounceable entitlement issue of one (1) fully paid ordinary share in the Company ( Share ) for every two (2) Shares at an issue price of $0.007 per Share to raise up to $1,190,156 (based on the number of Shares on issue as at the date of the Prospectus) ( Offer ).

Acceptance for the Offer will close at 5:00pm WST on Thursday 9 November 2023.

A letter to ineligible shareholders notifying them of the Offer and their inability to participate has also been despatched.

Further details of the Offer, including details on how eligible shareholders may accept the Offer, are set out in the Prospectus and are available online at www.advancedshare.com.au/Investor-Login

This release is authorised by the Managing Director of Moho Resources Limited.

Yours faithfully Ralph Winter Managing Director and Company Secretary

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M O H O R e s o u r c e s L t d O f f i c e 3 / 9 L o f t u s S t r e e t W e s t L e e d e r v i l l e , W A 6 0 0 7 w w w . m o h o r e s o u r c e s . c o m . a u

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31 October 2023

Dear Shareholder

MOHO RESOURCES LIMITED – PRO-RATA NON-RENOUNCEABLE ENTITLEMENT ISSUE

As announced on 2 October 2023, Moho Resources Limited (ACN 156 217 971) ( Moho or the Company ) is undertaking a non-renounceable entitlement issue of one (1) fully paid ordinary share in the capital of the Company ( Share ) for every two (2) Shares at an issue price of $0.007 per Share to raise up to $1,190,156 (based on the number of Shares on issue as at the date of the Prospectus) ( Offer ).

This Offer is fully underwritten by RM Capital Pty Ltd (ACN 065 412 820) (AFSL 315235) ( Underwriter ). The Company must pay the Underwriter a lead manager fee of $25,000 (excluding GST), an underwriting fee of 6% (excluding GST) of the total underwritten amount, and 60,000,000 options to acquire a Share (exercisable at $0.015 on or before 30 November 2027) (subject to Shareholder approval). At the election of the Underwriter and subject to Shareholder approval the lead manager fee and underwriting fee may be converted into Shares at a deemed issue price of $0.007 per Share. The Company must also reimburse the Underwriter for costs and expenses incidental to the Offer.

The Company lodged a prospectus for the Offer ( Prospectus ) with ASIC and ASX on 20 October 2023.

The Company intends to apply the funds raised from the Offer (less expenses) to the general working capital and applied to exploration of the Whistlepipe Critical Minerals Project, Silver Swan North Project, Burracoppin Project and Empress Springs Project. For further specifics of the use of funds please refer to section 3.1 of the Prospectus.

Following completion of the Offer, assuming the full subscription is raised given that the Offer is fully underwritten, the Company will have issued approximately 170,022,216 Shares resulting in total Shares on issue of 510,066,647.

We are writing to you as an eligible shareholder on the Offer’s record date and entitled to participate in the Offer ( Eligible Shareholders ).

1

To access your personalised Entitlement & Acceptance Form and Prospectus electronically, please follow the below steps:

  1. Please go to www.advancedshare.com.au/Investor-Login

  2. If you have a member account with Advanced Share Registry, please use your User ID and password to login.

If you do not have a member account, please go to ‘Simple login’. Please use your SRN/HIN and your postcode to login.

For overseas shareholders, please enter your SRN/HIN and select your residing country in the drop down list.

  1. Please go to ‘ Document Print’

  2. Please click on ‘Corporate Action Form’

To access your personalized Entitlement & Acceptance Form and Prospectus by post:

If you prefer to receive a printed copy of Entitlement & Acceptance Form and Prospectus in the mail, please kindly call Company’s registry, Advanced Share Registry, on +61 8 9389 8033 or send your request via email to [email protected].

The Entitlement Offer closes at 5:00pm (WST) on 9 November 2023.

Participation in the Entitlement Offer

The number of securities for which you are entitled to apply for under the Offer ( Entitlement ) is shown on your personalised Entitlement and Acceptance Form, which is enclosed with this letter.

Fractional entitlements will be rounded down to the nearest whole number.

Any Entitlement not taken up pursuant to the Offer will form the shortfall ( Shortfall Offer ). Eligible Shareholders who wish to subscribe for additional securities above their Entitlement are invited to apply for shortfall by making payment for such shortfall in accordance with section 2.6 of the Prospectus. The directors in conjunction with the Underwriter reserve the right to issue shortfall at their absolute discretion.

Entitlement and Acceptance Form Applications

Your acceptance of securities under the Offer must be made following the instructions on your personalised Entitlement and Acceptance Form (which is enclosed with the prospectus) and paying the application monies electronically by BPay or EFT in accordance with the instructions of the Entitlement and Acceptance Form.

If you would like to access your personalised Entitlement and Acceptance Form online, please follow the instructions set out in section 2.5 of the Prospectus.

Actions required of Eligible Shareholders

There are a number of actions you may take in relation to the Offer, which are outlined in the Entitlement and Acceptance Form and are set out below:

  1. accept your full Entitlement;

  2. accept your full Entitlement and apply for additional securities as part of the Shortfall Offer;

  3. take up a proportion of your Entitlement and allow the balance to lapse; or

  4. if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

Key dates for the Offer

Lodgement of Prospectus with the ASIC Friday, 20 October 2023
Lodgement of Prospectus and Appendix 3B with ASX Friday, 20 October 2023
Ex date Wednesday, 25 October 2023
Record Date for determining Entitlements Thursday, 26 October 2023
Offer opening date, Prospectus sent out to Shareholders and Company
announces this has been completed
Tuesday, 31 October 2023
Last day to extend the Closing Date for the Offer Monday, 6 November 2023
Closing Date for the Offer as at 5:00pm* Thursday, 9 November 2023
Shares under the Offer quoted on a deferred settlement basis Friday, 10 November 2023
ASX and Underwriter notified of under subscriptions under the Offer Thursday, 16 November 2023
Issue date and lodgement of Appendix 2A with ASX applying for quotation
of the Shares under the Offer*
Thursday, 16 November 2023

*The Directors may extend the Closing Date by giving at least 3 Business Days’ notice to ASX prior to the Closing Date. Accordingly, the date the Shares are expected to commence trading on ASX may vary.

You should read the entire Prospectus carefully and seek professional advice before deciding whether to invest in the Offer. If you have any queries concerning the Offer, please contact your financial adviser or Mr Ralph Winter, Moho Resources Limited’s Company Secretary, on +61 8 9481 0389.

Yours sincerely

RALPH WINTER MANAGING DIRECTOR AND COMPANY SECRETARY