OMNIA METALS GROUP LTD — Capital/Financing Update 2025

Mar 13, 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

14/3/2025

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	Options exercisable at 2.5 cents per option on or before	150,000,000
confirmed	three years from the date of issue.
OM1	ORDINARY FULLY PAID	150,000,000

Proposed +issue date 24/3/2025

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

14/3/2025

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 24/12/2024 Actual Yes

Comments

The Company received shareholder approval to issue 150,000,000 Shares and 150,000,000 Options at the General Meeting held on 24 December 2024 and detailed in the Notice of General Meeting dated 25 November 2024. Resolution below.

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 150,000,000 Shares and 150,000,000 free-attaching Options to the Placement Participants (and/or their nominees) on the terms and conditions set out in the Explanatory Memorandum."

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? Yes

Details of +securities proposed to be issued

ASX +security code and description

OM1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

150,000,000

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 0.01000

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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

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +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 ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No

ASX +security code +Security description New class-code to be confirmed Options exercisable at 2.5 cents per option on or before three years from the date of issue.

+Security type

Options

Number of +securities proposed to be issued

150,000,000

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

Free attaching option to participants in the placement on a 1-for-1 basis which are exercisable at $0.025 per option on or before the date that is three years from the date of issue.

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

0.003200

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

Options details

+Security currency

AUD - Australian Dollar

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Appendix 3B - Proposed issue of securities

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Exercise price Expiry date AUD 0.0250

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

One fully paid ordinary share (ASX:OM1).

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/20241125/pdf/06bttrzg2dl049.pdf

Part 7C - Timetable

7C.1 Proposed +issue date 24/3/2025

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 24/12/2024 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? GTT Ventures Pty Ltd. 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? A 6% fee on funds raised and 30,000,000 options exercisable at $0.025 per option on or before the date that is three years from the date of issue. 7E.2 Is the proposed issue to be underwritten? No

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Appendix 3B - Proposed issue of securities

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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

To raise capital to fund the exploration of the Company's projects and working capital.

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 +disclosure document or +PDS for the +securities proposed to be issued

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