OMNIA METALS GROUP LTD — Capital/Financing Update 2025

Aug 21, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

OMNIA METALS GROUP LTD

Announcement Type

New announcement

Date of this announcement

22/8/2025

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
New class-code to be	VWAP of at least $0.02 over 20 consecutive trading days 3	6,625,000
confirmed	years from the date of grant.
New class-code to be	VWAP of at least $0.03 over 20 consecutive trading days 3	6,625,000
confirmed	years from the date of grant.
OM1AH	OPTION EXPIRING 21-MAR-2028 EX $0.025	45,000,000

Proposed +issue date

25/8/2025

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

OMNIA METALS GROUP 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

648187651

1.3 ASX issuer code

OM1

1.4 The announcement is

New announcement

1.5 Date of this announcement

22/8/2025

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? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 30/7/2025 Actual Yes

Comments

Refer to Notice of Meeting Dated 30 June 2025.

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

OM1AH : OPTION EXPIRING 21-MAR-2028 EX $0.025

Number of +securities proposed to be issued

30,000,000

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

30M Broker Options issued to GTT Ventures Pty Ltd (and/or its nominees) on the terms and conditions set out in the Explanatory Statement of Notice of Meeting dated 30 June 2025.

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

0.003900

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Appendix 3B - Proposed issue of securities

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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 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)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

OM1AH : OPTION EXPIRING 21-MAR-2028 EX $0.025

Number of +securities proposed to be issued

3,000,000

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

3,000,000 Incentive Options to Mr Patrick Glovac (or his nominee) on the terms and conditions set out in the Explanatory Statement of the Notice of Meeting dated 30 June 2025.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.003900 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 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)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

OM1AH : OPTION EXPIRING 21-MAR-2028 EX $0.025

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Appendix 3B - Proposed issue of securities

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Number of +securities proposed to be issued

3,000,000 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

3,000,000 Incentive Options to Mr Quinton Meyers (or his nominee) on the terms and conditions set out in the Explanatory Statement of the Notice of Meeting dated 30 June 2025.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.003900 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 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)? Existing class Details of +securities proposed to be issued

ASX +security code and description OM1AH : OPTION EXPIRING 21-MAR-2028 EX $0.025

Number of +securities proposed to be issued 3,000,000 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 3,000,000 Incentive Options to Mr Christopher Zielinski (or his nominee) on the terms and conditions set out in the Explanatory Statement of the Notice of Meeting dated 30 June 2025. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.003900 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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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)? Existing class

Details of +securities proposed to be issued

ASX +security code and description OM1AH : OPTION EXPIRING 21-MAR-2028 EX $0.025

Number of +securities proposed to be issued

3,000,000

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

3,000,000 Incentive Options to Mr Mark Connelly (or his nominee) on the terms and conditions set out in the Explanatory Statement of the Notice of Meeting dated 30 June 2025. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.003900

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 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)? Existing class Details of +securities proposed to be issued ASX +security code and description OM1AH : OPTION EXPIRING 21-MAR-2028 EX $0.025 Number of +securities proposed to be issued 3,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

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Appendix 3B - Proposed issue of securities

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Please describe the consideration being provided for the +securities

3,000,000 Incentive Options to Mr James Warren (or his nominee) on the terms and conditions set out in the Explanatory Statement of the Notice of Meeting dated 30 June 2025.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.003900

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 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 do not have +CDIs issued over them)

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 VWAP of at least $0.02 over 20 consecutive trading days 3 years from the date of grant.

+Security type

Performance options/rights

Number of +securities proposed to be issued

6,625,000

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

6,625,000 Incentive Performance Rights issued on the terms and conditions set out in the Explanatory Statement of the Notice of Meeting dated 30 June 2025.

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

0.010300

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Appendix 3B - Proposed issue of securities

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

Performance options/rights details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD Details of the type of +security that will be issued if the option is exercised OM1 : ORDINARY FULLY PAID

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

Upon achivement of vesting condition, one Performance Right will convert into one Fully Paid Ordinary Share.

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. https://announcements.asx.com.au/asxpdf/20250630/pdf/06l8wd05w37dkv.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 do not have +CDIs issued over them)

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 VWAP of at least $0.03 over 20 consecutive trading days 3 years from the date of grant. +Security type Performance options/rights

Number of +securities proposed to be issued

6,625,000

Offer price details

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

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Appendix 3B - Proposed issue of securities

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Please describe the consideration being provided for the +securities

6,625,000 Incentive Performance Rights issued on the terms and conditions set out in the Explanatory Statement of the Notice of Meeting dated 30 June 2025.

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

0.008200

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

Performance options/rights details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD Details of the type of +security that will be issued if the option is exercised OM1 : ORDINARY FULLY PAID

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

Upon achivement of vesting condition, one Performance Right will convert into one Fully Paid Ordinary Share.

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. https://announcements.asx.com.au/asxpdf/20250630/pdf/06l8wd05w37dkv.pdf

Part 7C - Timetable

7C.1 Proposed +issue date

25/8/2025

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

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 30/7/2025

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? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

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Appendix 3B - Proposed issue of securities

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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 N/A

Part 7F - Further Information

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

Payment for Services rendered and to incentivise current and previous management.

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

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