NEOMETALS LTD — Capital/Financing Update 2024

Oct 10, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

NEOMETALS LTD

Announcement Type

New announcement

Date of this announcement

11/10/2024

The Proposed issue is:

A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
NMT	ORDINARY FULLY PAID	57,491,508

Ex date

15/10/2024

+Record date

16/10/2024

Offer closing date

30/10/2024

Issue date

6/11/2024

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
NMT	ORDINARY FULLY PAID	44,444,445

Proposed +issue date 18/10/2024

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

NEOMETALS LTD

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

099116631

1.3 ASX issuer code

NMT

1.4 The announcement is

New announcement

1.5 Date of this announcement

11/10/2024

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

• Non-renounceable

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Appendix 3B - Proposed issue of securities

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

NMT : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

NMT : ORDINARY FULLY PAID

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

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held

1 12

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Appendix 3B - Proposed issue of securities

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 57,491,508 whole number Offer price details for retail security holders In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.09000 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Over-subscriptions are subject to compliance with applicable laws.

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Additional new shares will only be available where there is a shortfall between applications received from eligible shareholders and the number of new shares proposed to be issued under the Entitlement Offer. NMT retains the flexibility to scale back applications for additional new shares at its discretion.

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

Part 3C - Timetable

3C.1 +Record date

16/10/2024

3C.2 Ex date

15/10/2024

3C.4 Record date

16/10/2024

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

21/10/2024

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Appendix 3B - Proposed issue of securities

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3C.6 Offer closing date

30/10/2024

3C.7 Last day to extend the offer closing date 25/10/2024

3C.9 Trading in new +securities commences on a deferred settlement basis 31/10/2024

3C.11 +Issue date and last day for entity to announce results of +pro rata issue 6/11/2024

3C.12 Date trading starts on a normal T+2 basis

7/11/2024

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

11/11/2024

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Euroz Hartleys Limited (ABN 33 104 195 057).

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Company has agreed to pay Euroz Hartleys a cash fee of 5% of the gross proceeds raised via the placement of any shortfall in respect of the Entitlement Offer.

3E.2 Is the proposed offer to be underwritten?

No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Fees and costs incurred by NMT in connection with the Entitlement Offer include share registry fees, settlement fees and legal and other external adviser fees.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

LiB recycling development, lithium and vanadium technology research and development, Barrambie Gold and Titanium and staff, general and administrative costs.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

No

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Appendix 3B - Proposed issue of securities

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3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Australia and New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The Entitlement Offer is being made to all eligible shareholders in Australian or New Zealand. Please refer to the Offer Booklet to be publicly released on ASX in due course.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://www.neometals.com.au

3F.7 Any other information the entity wishes to provide about the proposed issue

N/A

3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 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)

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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 NMT : ORDINARY FULLY PAID

Number of +securities proposed to be issued

44,444,445

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 0.09000

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

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Appendix 3B - Proposed issue of securities

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Part 7C - Timetable

7C.1 Proposed +issue date

18/10/2024

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?

44,444,445

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)? No

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?

Euroz Hartleys Limited (ABN 33 104 195 057).

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

The Company has agreed to pay Euroz Hartleys:

¿ a cash fee equal to 5% of the gross proceeds raised under the Placement, other than gross proceeds raised from investors identified by the Company or certain specified brokers; and

¿ a cash handling fee equal to 1% of the gross proceeds raised from investors identified by the Company or certain specified brokers.

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

Fees and costs incurred by NMT in connection with the Placement include share registry fees, settlement fees and legal and other external adviser fees.

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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

LiB recycling development, lithium and vanadium technology research and development, Barrambie Gold and Titanium and staff, general and administrative costs

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

N/A

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)

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