MT MALCOLM MINES NL — Capital/Financing Update 2024

May 26, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

MT MALCOLM MINES NL

Announcement Type

New announcement

Date of this announcement

27/5/2024

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
M2M	ORDINARY FULLY PAID	30,475,000

Proposed +issue date 20/6/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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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

MT MALCOLM MINES NL

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

ACN

Registration Number

646466435

1.3 ASX issuer code

M2M

1.4 The announcement is

New announcement

1.5 Date of this announcement

27/5/2024

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? No

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? No

Details of +securities proposed to be issued

ASX +security code and description

M2M : ORDINARY FULLY PAID

Number of +securities proposed to be issued

28,750,000

Offer price details

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

In what currency is the cash consideration being paid? AUD - Australian Dollar

What is the issue price per +security? AUD 0.02000

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

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? No

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Appendix 3B - Proposed issue of securities

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Details of +securities proposed to be issued

ASX +security code and description M2M : ORDINARY FULLY PAID

Number of +securities proposed to be issued

1,725,000

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

Up to 1,725,000 shares may be issued in lieu of cash fees to Novus Capital as broker of the SPP Shortfall Placement announced 27 May 2024.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.020000

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

Part 7C - Timetable

7C.1 Proposed +issue date

20/6/2024

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?

Up to 1,725,000 Broker Shares will be issued under listing rule 7.1 capacity. Assuming 1,725,000 Broker shares are issued, the company will issue 21,793,000 SPP Shortfall Placement Shares under Listing 7.1. The remaining 6,957,000 SPP Shortfall Placement Shares will be issued under 7.1A.

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

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Appendix 3B - Proposed issue of securities

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additional 10% placement capacity under listing rule 7.1A?

Given the assumptions listed in section 7D.1b (i), the company will issue 6,957,000 SPP Shortfall Placement Shares under listing rule 7.1A.

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

Firm commitments of subscriptions from professional and sophisticated investors have been received and in order to maximise potential funds raised, the Company has chosen a placement in order to keep additional capacity for subscriptions open under the current Share Purchase Plan announced 1 May 2024.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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?

Novus Capital Ltd

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

Novus will receive a fee of 6% on the amounts received under the SPP Shortfall Placement. The brokerage will be settled by a payment of cash and/or ordinary shares at an issue price of $0.02.

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

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Funds will be used to strengthen the Companys balance sheet and will provide a platform upon which the Company can assess and accelerate future investment at Golden Crown, supporting our long-term strategic objectives.

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

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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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