OZZ RESOURCES LIMITED — Capital/Financing Update 2021

Oct 24, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Update Summary

Entity name OZZ RESOURCES LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

25/10/2021

Reason for update to a previous announcement Deferral of issue date and quotation date of OZZO by 1 day

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 11

Proposed issue of securities

Part 1 - Entity and announcement details

==> picture [21 x 22] intentionally omitted <==

1.1 Name of +Entity

OZZ RESOURCES 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.

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 Registration Number ABN 98643844544

1.3 ASX issuer code

OZZ

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Deferral of issue date and quotation date of OZZO by 1 day

1.4b Date of previous announcement to this update

22/9/2021

1.5 Date of this announcement

25/10/2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

==> picture [8 x 9] intentionally omitted <==

• Non-renounceable

Proposed issue of securities

2 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - 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

OZZ : ORDINARY FULLY PAID

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)? New class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

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

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is 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? Yes Yes ASX +security code +Security description New class-code to be confirmed Options exercisable at 25 cents each and expiring 3 years from issue date

Proposed issue of securities

3 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

+Security type

Options

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)	Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	3
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded up to the next	15,045,625
whole number
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.00500

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

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

Exercise price Expiry date AUD 0.2500 25/10/2024

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

OZZ : ORDINARY FULLY PAID

Proposed issue of securities

4 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

15,045,625

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://www2.asx.com.au/markets/company/ozz

Part 3C - Timetable

3C.1 +Record date 28/9/2021

3C.2 Ex date

27/9/2021

3C.4 Record date

28/9/2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

1/10/2021

3C.6 Offer closing date

18/10/2021

3C.7 Last day to extend the offer closing date

13/10/2021

3C.9 Trading in new +securities commences on a deferred settlement basis

19/10/2021

3C.11 +Issue date and last day for entity to announce results of +pro rata issue 26/10/2021

3C.12 Date trading starts on a normal T+2 basis

27/10/2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

29/10/2021

Proposed issue of securities

5 / 11

Proposed issue of securities

Part 3E - Fees and expenses

==> picture [21 x 22] intentionally omitted <==

3E.1 Will there be a lead manager or broker to the proposed offer? No

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

CPS Capital Group Pty Ltd (AFSL 294848)

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

100% underwritten

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Cash fee of 6% of the total gross proceeds of the offer

2,900,000 Options on the same terms as the options to be issued under the offer for providing these services CPS has been mandated to provide OZZ with 12 months worth of corporate advisory services. These services will be on an ad hoc and as needed basis, and will comprise industry standard corporate advisory services with respect to corporate finance, private equity investment and management consulting.In consideration of these services CPS will be issued 750,000 Fully Paid Ordinary Shares.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer to the Loyalty Option Prospectus as lodged on the ASX Market Announcements Platform 'Annexure A' Summary of Underwriting Agreement section (c) for events of termination.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Working capital and the costs of the offer

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful?

==> picture [8 x 6] intentionally omitted <==

Proposed issue of securities

6 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

UK, Thailand, India, Singapore, Hong Kong

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Refer to Loyalty Option Prospectus section 3.15

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 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

Proposed issue of securities

7 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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? No

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?	Yes
Yes
ASX +security code	+Security description
New class-code to be confirmed	Options exercisable at 25cents each and expiring 3 years from issue date

+Security type

Options

Number of +securities proposed to be issued

2,900,000

Offer price details

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

Proposed issue of securities

8 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Please describe the consideration being provided for the +securities

To be issued to CPS Capital Group Pty Ltd as part consideration of services provided in Underwriting the Offer

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 29.000000 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 0.2500 25/10/2024 Details of the type of +security that will be issued if the option is exercised OZZ : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 2,900,000 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://www2.asx.com.au/markets/company/ozz

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

OZZ : ORDINARY FULLY PAID

Number of +securities proposed to be issued

750,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

Proposed issue of securities

9 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

==> picture [9 x 6] intentionally omitted <==

No

Please describe the consideration being provided for the +securities

For services provided as appointed corporate adviser for a period of 12 months.

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

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date 4/10/2021

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? 2,900,000 Options 750,000 Fully Paid Ordinary Shares

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)? No

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

Proposed issue of securities

10 / 11

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 Services provided for corporate advisory and underwriting of the offer 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

Proposed issue of securities

11 / 11