ORPHEUS URANIUM LIMITED — Capital/Financing Update 2020

Sep 22, 2020

Proposed issue of securities

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Announcement Summary

Entity name

ARGONAUT RESOURCES NL

Announcement Type

New announcement

Date of this announcement

Wednesday September 23, 2020

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +security code +Security description +securities to be issued ARE ORDINARY FULLY PAID 218,181,818

+Record date

Tuesday September 22, 2020

Offer closing date

Friday October 16, 2020

+Issue date

Friday October 23, 2020

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
ARE	ORDINARY FULLY PAID	491,636,369

Proposed +issue date

Friday October 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

ARGONAUT RESOURCES 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.

1.2 Registered Number Type

ABN

Registration Number

97008084848

1.3 ASX issuer code

ARE

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday September 23, 2020

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 4B - 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

ARE : ORDINARY FULLY PAID

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

ARE : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 218,181,818

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

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Will individual security holders be required to accept the offer for
a minimum number or value of +securities (i.e. a minimum
acceptance condition)?
Yes
Is the minimum acceptance unit based or dollar based?
Dollar based ($)
Please enter the minimum acceptance value
$ 5,000
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Yes
Is the maximum acceptance unit based or dollar based?
Dollar based ($)
Please enter the maximum acceptance value
$ 30,000
Describe all the applicable parcels available for this offer in number of securities or dollar value $5,000, $10,000, $15,000, $20,000, $25,000, $30,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.00550
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements The Company reserves the right to scale back in its absolute discretion. This is explained in the Argonaut Resources NL Share Purchase Plan 2020 sent out to all shareholders
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes

Part 4C - Timetable

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4C.1 Date of announcement of +security purchase plan

Wednesday September 23, 2020

4C.2 +Record date

Tuesday September 22, 2020

4C.3 Date on which offer documents will be made available to investors

Wednesday September 23, 2020

4C.4 Offer open date

Friday September 25, 2020

4C.5 Offer closing date

Friday October 16, 2020

4C.6 Announcement of results

Monday October 19, 2020

4C.7 +Issue date

Friday October 23, 2020

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? Yes

4E.3a Will the handling fee or commission be Dollar based or Percentage based? Percentage based (%)

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4E.3b Amount of any handling fee or commission payable to brokers who lodge acceptances on behalf of investors

1.500000 %

4E.3c Please provide any other relevant information about the handling fee or commission method

Information is provided in the Argonaut Resources NL Share Purchase Plan 2020 sent to all shareholders

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

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

1. Drill test copper targets at the Company's 100% held Murdie Project in South Australia

2. Complete scoping metallurgical test work for its 90% held copper-cobalt deposit at Lumwana West in NW Zambia

3. Additional working capital

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer Security holders outside of Australia and New Zealand

4F.3 URL on the entity's website where investors can download information about the proposed offer https://www.argonautresources.com/site/Investors/ASX-Announcements

4F.4 Any other information the entity wishes to provide about the proposed offer

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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

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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

ARE : ORDINARY FULLY PAID

Number of +securities proposed to be issued

491,636,369

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 0.00550

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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Part 7C - Timetable

7C.1 Proposed +issue date

Friday October 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? 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?

295,003,456

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 additional 10% placement capacity under listing rule 7.1A?

491,636,369

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?

Henslow Pty Limited

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7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Fixed management fee of $74,000 to the lead manager

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 Estimated brokerage to various brokers - AUD128,000 Part 7F - Further Information

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

1. Drill test copper targets at the Company's 100% held Murdie Project in South Australia 2. Complete scoping metallurgical test work for its 90% held copper-cobalt deposit at Lumwana West in NW Zambia 3. Additional working capital

2. 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

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