POLYMETALS RESOURCES LTD — Share Issue/Capital Change 2021

Nov 29, 2021

Announcement Summary

Entity name

POLYMETALS RESOURCES LTD

Date of this announcement

Monday November 29, 2021

The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

Total number of +securities to be issued/transferred

ASX +securitycode	Security description	Total number of+securities to beissued/transferred	Issue date
New class - codeto be confirmed	Performance Share Rights	3,100,000	29/11/2021

Refer to next page for full details of the announcement

Equity Securities

Part 1 - Entity and announcement details

1.1 Name of entity

POLYMETALS RESOURCES LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

Registration number 73644736247

1.3 ASX issuer code POL

1.4 The announcement is New announcement

1.5 Date of this announcement

29/11/2021

ABN

Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

does not have an existing ASX security code ("new class")

Equity Securities

Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX

in an Appendix 3B

New +securities issued under an +employee incentive scheme

ASX +security code	+Security description
New class - code to be confirmed	Performance Share Rights
+Security type	ISIN code

Ordinary fully or partly paid shares/units

POLPS

Date the +securities the subject of this notification were issued

29/11/2021

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

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Christopher Johnston	Christopher Johnston	800,000
Chris Schroor	Chris Schroor	800,000
Alexander Hanly	Alexander Hanly	1,500,000

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

No

Equity Securities

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Shares were issued under the Company's Loan Funded Share Plan (LFSP). A summary of the terms of the LFSP was provided in the Company's ASX announcement dated 19 October 2021 and can be found in the following link: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437704-2A1331954?access\_token=8 3ff96335c2d45a094df02a206a39ff4

In addition, further details concerning the LFSP can be found in the Company's Notice of Meeting dated 28 October 2021 and can be found in the following link

https://wcsecure.weblink.com.au/pdf/POL/02443521.pdf

Ordinary fully or partly paid shares/units Details

+Security currency

AUD - Australian Dollar

Are there CDIs issued over the +securities? No

Is it a Partly Paid class of +security? No

Is it a stapled class of +security? No

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Shares were issued under the Company's Loan Funded Share Plan (LFSP). A summary of the terms of the LFSP was provided in the Company's ASX announcement dated 19 October 2021 and can be found in the following link: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02437704-2A1331954?access\_token=8 3ff96335c2d45a094df02a206a39ff4

In addition, further details concerning the LFSP can be found in the Company's Notice of Meeting dated 28 October 2021 and can be found in the following link

https://wcsecure.weblink.com.au/pdf/POL/02443521.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

3,100,000 fully paid ordinary shares are to be issued under the Loan Funded Share Plan (LFSP). The issue price for the LFSP is $0.25 per share and is to be funded by way of a limited recourse loan from the Company.

Issue details

Number of +securities 3,100,000

Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise: (A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.) 4.1 Quoted +Securities (Total number of each +class of +securities quoted) ASX +security code and description Total number of +securities on issue POL : ORDINARY FULLY PAID 39,409,368

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

ASX +security code and description	Total number of+securities on issue
POLAJ : ORDINARY FULLY PAID RESTRICTED	66,667
POLAI : ORDINARY FULLY PAID RESTRICTED	50,000
POLAK : ORDINARY FULLY PAID RESTRICTED	30,530
POLAL : ORDINARY FULLY PAID RESTRICTED	39,383,434
POLAD : ORDINARY FULLY PAID RESTRICTED	333,333
POLAF : ORDINARY FULLY PAID RESTRICTED	41,667
POLAE : ORDINARY FULLY PAID RESTRICTED	91,667
POLAG : ORDINARY FULLY PAID RESTRICTED	16,667
POLAH : ORDINARY FULLY PAID RESTRICTED	16,667
New class - code to be confirmed : Performance Share Rights	3,100,000

Equity Securities

Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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