ODYSSEY GOLD LTD — Capital/Financing Update 2020

Sep 3, 2020

Proposed issue of securities

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Announcement Summary

Entity name

ODYSSEY ENERGY LIMITED

Announcement Type

New announcement

Date of this announcement

Friday September 4, 2020

The Proposed issue is:

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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
n/a	Unlisted incentive options exercisable at A$0.02, expiring 3	50,000,000
	years from date of issue.
n/a	Unlisted incentive options exercisable at A$0.04, expiring 3	38,500,000
	years from date of issue.
n/a	Unlisted incentive options exercisable at A$0.07, expiring 3	11,000,000
	years from date of issue.
n/a	Unlisted incentive options exercisable at A$0.010, expiring 3	11,000,000
	years from date of issue.

Proposed +issue date

Monday November 2, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ODYSSEY ENERGY LIMITED

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.

1.2 Registered Number Type

ABN

Registration Number

73116151636

1.3 ASX issuer code

ODY

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday September 4, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Friday October 16, 2020 Estimated

Comments

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted incentive options exercisable at A$0.02, expiring 3 years from date of issue.

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+Security type Options Number of +securities proposed to be issued 50,000,000 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 Consideration for the acquisition of the Stakewell Gold Project. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0200 Tuesday October 31, 2023 Details of the type of +security that will be issued if the option is exercised ODY : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 50,000,000 fully paid ordinary share (ASX:ODY) Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. - http://odysseyenergy.com.au/upload/documents/investor_relations/asx/20200904_ODY AcquisitionofHighGradeGoldProj ectinMeekatharra-CueRegionofWA.pdf Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

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Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted incentive options exercisable at A$0.04, expiring 3 years from date of issue. +Security type Options

Number of +securities proposed to be issued 38,500,000 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

27,500,000 incentive options are issued as consideration for the acquisition of the Stakewell Gold Project. 11,000,000 incentive options are issued to Directors and Key Consultants as part of their remuneration arrangements and to incentivise their continual performance.

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

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0400 Tuesday October 31, 2023 Details of the type of +security that will be issued if the option is exercised ODY : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 38,500,000 fully paid ordinary share (ASX:ODY)

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. - http://odysseyenergy.com.au/upload/documents/investor_relations/asx/20200904_ODY AcquisitionofHighGradeGoldProj ectinMeekatharra-CueRegionofWA.pdf Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted incentive options exercisable at A$0.07, expiring 3 years from date of issue. +Security type Options Number of +securities proposed to be issued 11,000,000 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 11,000,000 incentive options are issued to Directors and Key Consultants as part of their remuneration arrangements and to incentivise their continual performance. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.0700

Expiry date Tuesday October 31, 2023

Details of the type of +security that will be issued if the option is exercised

ODY : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

11,000,000 fully paid ordinary share (ASX:ODY)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. - http://odysseyenergy.com.au/upload/documents/investor_relations/asx/20200904_ODY AcquisitionofHighGradeGoldProj ectinMeekatharra-CueRegionofWA.pdf Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted incentive options exercisable at A$0.010, expiring 3 years from date of issue.

+Security type

Options

Number of +securities proposed to be issued

11,000,000

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

11,000,000 incentive options are issued to Directors and Key Consultants as part of their remuneration arrangements and to incentivise their continual performance. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.1000 Tuesday October 31, 2023 Details of the type of +security that will be issued if the option is exercised ODY : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 11,000,000 fully paid ordinary share (ASX:ODY) Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. - http://odysseyenergy.com.au/upload/documents/investor_relations/asx/20200904_ODY AcquisitionofHighGradeGoldProj ectinMeekatharra-CueRegionofWA.pdf Part 7C - Timetable 7C.1 Proposed +issue date Monday November 2, 2020 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? Yes

Part 7C - Timetable

Part 7D - Listing Rule requirements

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7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

Friday October 16, 2020

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? Yes 7D.3a Please enter, the number and +class of the +restricted securities and the date from which they will cease to be +restricted securities The 77,500,000 incentive options which are to be issued as consideration for the acquisition of the Stakewell Gold Project are likely to be escrowed by the ASX for 2 years from date of reinstatement.

The ASX may impose escrow restrictions on the incentive options issued to Directors and Key Consultants.

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? No 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 77,500,000 options are issued as consideration for the acquisition of the Stakewell Gold Project. 33,000,000 options are issued to Directors and Key Consultants as part of their remuneration arrangements and to incentivise their continual performance. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

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7F.2 Any other information the entity wishes to provide about the proposed issue

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