ORPHEUS URANIUM LIMITED — Capital/Financing Update 2022

Oct 18, 2022

==> picture [216 x 56] intentionally omitted <==

19 October 2022

Lodgement of Prospectus for Spin-out of Orpheus Minerals Limited

Argonaut Resources NL ( Argonaut ) (ASX:ARE) is pleased to advise that its majority-owned subsidiary, Orpheus Minerals Limited ACN 643 685 929 ( Orpheus ), lodged a prospectus with the Australian Securities and Investments Commission on Monday, 17 October 2022 ( Orpheus Prospectus ) in connection with the initial public offering of fully paid shares in Orpheus ( Orpheus IPO or Offer ). Capitalised terms that are used but not defined in this announcement have the meanings given to them in the Prospectus.

Orpheus’ objective is to explore for and discover greenfield uranium deposits of economic grade and scale in South Australia and the Northern Territory.

The Orpheus IPO, which is a partial, non-standard spin-out, was approved by Argonaut shareholders for the purposes of ASX Listing Rule 11.4 on 30 September 2022. The notice of meeting and explanatory statement relating to the Argonaut shareholder meeting is available on Argonaut’s website (www.argonautresources.com) and the ASX website (www.asx.com.au).

Key details of the Orpheus IPO

As set out on the Argonaut notice of meeting, the Orpheus IPO comprises:

• the Argonaut Priority Offer, pursuant to which $3.0 million worth of Shares, at the Offer Price of $0.20 per Share, will be allocated on a priority basis to Eligible Argonaut Shareholders; and

• the Broker Firm Offer and General Public Offer, pursuant to which a total of $3.0 million worth of Orpheus Shares (at the Offer Price) will be allocated at Orpheus’s discretion to participants in the Broker Firm Offer and General Public Offer.

The Argonaut Priority Offer is open to ‘Eligible Argonaut Shareholders’, being Argonaut shareholders on the Argonaut Priority Offer Record Date of Tuesday, 18 October 2022, with a registered address in Australia.

The Broker Firm Offer is open to persons who have received an invitation from their Broker and who have a registered address in Australia, or certain other jurisdictions where the Offer may lawfully be made without a disclosure document or filing as agreed between Orpheus and the Lead Manager of the Offer, Taylor Collison Limited. The General Public Offer is open to the general public, provided that Applicants must have a registered address in Australia.

The Orpheus IPO has a minimum subscription condition of $6.0 million worth of Shares (30 million Shares) and is not underwritten.

Argonaut Resources NL

Registered Office Level 6

ABN 97 008 084 848

100 Pirie Street Adelaide, SA, 5000

1

Australia

Indicative timetable

The indicative timetable for the Orpheus IPO is set out below.

Prospectus Date	Monday, 17 October 2022
Argonaut Priority Offer Record Date	Tuesday, 18 October 2022
Offer opens (Opening Date)	Tuesday, 25 October 2022
Argonaut Priority Offer closes and Application Forms due (Priority	Tuesday, 8 November 2022
Offer Closing Date)
Broker Firm Offer and General Public Offer closes and Application	Tuesday, 15 November 2022
Forms due (General Offer Closing Date)
Settlement of the Offer	Tuesday, 22 November 2022
Issue of Shares under the Offer (Completion of the Offer)	Wednesday, 23 November 2022
Issue of the Consideration Shares	Wednesday, 23 November 2022
Expected despatch of holding statements	Thursday, 24 November 2022
Shares expected to begin trading on ASX on a normal settlement basis	Tuesday, 29 November 2022

The dates above are indicative only and may change. Unless indicated otherwise, all dates and times are the date and time in Sydney. Orpheus (in consultation with the Lead Manager) reserves the right to vary the dates of the Offer without prior notice (subject to the ASX Listing Rules, the Corporations Act and other applicable laws), including to close the Offer early, extend the date the Offer closes, to accept late Applications or to withdraw the Offer before Completion of the Offer (in each case without notifying any recipient of the Prospectus or any Applicant). There is no guarantee that the Offer will proceed.

Orpheus Portfolio highlights

Highlights of Orpheus’s portfolio include:

• the Frome Project in South Australia, located in the Frome Embayment which is a globally significant location in terms of discovered economic sandstone hosted uranium deposits;

• the Cummins Project in South Australia, where Orpheus is targeting structurally controlled sedimentary hosted uranium; and

• the Mount Douglas Project in the Northern Territory, which has strong geological parallels with the famous uranium rich Alligator Rivers region but which has been significantly under-explored in comparison.

2

Argonaut Priority Offer

A total of $3.0 million worth of Orpheus Shares (being 15 million Shares) will be allocated to Eligible Argonaut Shareholders on a priority basis under the Argonaut Priority Offer. In the event of Applications under the Argonaut Priority Offer of $3.0 million worth of Orpheus Shares or more, no less than $3.0 million worth of Shares will be issued under the Argonaut Priority Offer.

In the event of an oversubscription of the Argonaut Priority Offer, Orpheus will have regard to the number of Argonaut shares held by each Eligible Argonaut Shareholder who applies for Orpheus Shares, the total number of Orpheus Shares applied for and the minimum allocation of $2,000 worth of Orpheus Shares when determining the allocation. If the oversubscription is significant, it may be determined that Applicants with an Argonaut shareholding of less than a certain amount – for example, a marketable parcel – will receive no allocation of Orpheus Shares.

Applicants under the Argonaut Priority Offer must apply using the Priority Offer Application Form available on the Offer Website. Priority Offer Application Forms will be made available online to Eligible Argonaut Shareholders who are registered as a shareholder of Argonaut at 7:00pm (Sydney time) on the Argonaut Priority Offer Record Date.

Applications under the Argonaut Priority Offer must be made in the registered name of the Eligible Argonaut Shareholder, or its nominee, using your HIN or SRN.

Australian-resident Argonaut shareholders may also apply for Orpheus Shares under the General Public Offer.

The Opening Date of the Argonaut Priority Offer is expected to be Tuesday, 25 October 2022 (unless the Exposure Period is extended by ASIC) and the Argonaut Priority Offer Closing Date is expected to be Tuesday, 8 November 2022.

Applications cannot be made via the Offer Website until the Opening Date.

Prospectus and Offer Website

The Prospectus is available to Australian resident investors in electronic form at the Offer Website: www.orpheusminerals.com.au/IPO.

A paper copy of the Prospectus is also available free of charge to Australian resident investors by calling the Orpheus Offer Information Line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) from 9:00 am to 5:00 pm (Sydney time), Monday to Friday (excluding public holidays).

Applications may only be made during the Offer Period by completing an Application Form attached to, or accompanying, the Prospectus in its paper copy form, or in its electronic form, which must be downloaded in its entirety from the Offer Website (details above). Potential investors should consider the Prospectus before they decide whether to apply for Shares. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is attached to, or accompanied by, the complete and unaltered version of the Prospectus.

3

Enquiries

Argonaut will provide further details in a letter to be sent to Eligible Argonaut Shareholders prior to the Opening Date.

If you have any questions about whether you are an Eligible Argonaut Shareholder or how to apply for Shares, please call the Orpheus Offer Information Line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) from 9:00 am to 5:00 pm (Sydney time), Monday to Friday (excluding public holidays). Instructions on how to apply for Shares are set out in the Prospectus and on the accompanying Application Form.

Authorised for release by

Pat Elliott Chairman ARGONAUT RESOURCES NL

4