PRODIGY GOLD NL — Capital/Financing Update 2024

Mar 26, 2024

Announcement Summary

Entity name

PRODIGY GOLD NL

Announcement Type

New announcement

Date of this announcement

27/3/2024

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

ASX +security code	+Security description	Maximum Number of+securities to be issued
New class-code to beconfirmed	Broker Options	5,844,999
New class-code to beconfirmed	Issue of options attaching to placement shares	244,444,444
PRX	ORDINARY FULLY PAID	366,666,665

Proposed +issue date

28/3/2024

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

PRODIGY GOLD 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.

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

58009127020

1.3 ASX issuer code

PRX

ABN

1.4 The announcement is New announcement

1.5 Date of this announcement

27/3/2024

1.6 The Proposed issue is: A placement or other type of issue

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? 7A.1a Conditions Approval/Condition +Security holder approval Date for determination 10/5/2024 Is the date estimated or actual? ** Approval received/condition met? Yes

Estimated

Comments

104,000,493 ordinary shares as well as all 5,844,999 Broker Options and 244,444,444 Attaching Options will require shareholder approval at an EGM

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

PRX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

262,666,172

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 0.00300

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)?

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

PRX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

104,000,493

Offer price details

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

In what currency is the cash consideration being paid? AUD - Australian Dollar

What is the issue price per +security? AUD 0.00300

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)?

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 +security include an offer of attaching +securities? No

Details of +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	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?	No
No

ASX +security code	+Security description
New class-code to be confirmed	Broker Options

+Security type

Options

Number of +securities proposed to be issued

5,844,999

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

Broker fee options where the broker received 1Million options for every $100,000 raised for funds subject to shareholder approval

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

0.001200

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 0.0070	30/11/2026

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

PRX : ORDINARY FULLY PAID

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

5,844,999

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.

Information is provided in a separate announcement

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 +security include an offer of attaching +securities? No

Details of +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	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?	No
No

ASX +security code	+Security description
New class-code to be confirmed	Issue of options attaching to placement shares

+Security type

Options

Number of +securities proposed to be issued

244,444,444

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

Two (2) options to acquire one (1) Share each for every three (3) Shares issued (Attaching Options) in a placement, for nil additional consideration.

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

0.001200

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 AUD 0.0070

Expiry date 30/11/2026

Details of the type of +security that will be issued if the option is exercised PRX : ORDINARY FULLY PAID

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

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

244,444,444

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.

Information is provided in a separate announcement

Part 7C - Timetable

7C.1 Proposed +issue date 28/3/2024

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?

262,666,172 to be issued shortly

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?

Yes

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?

180 Markets Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

180 Markets Pty Ltd (ACN 638 381 129), are paid a 2% management fee plus a 4% capital raising fee on introduced funds. 180 Markets Pty Ltd also receives 1,000,000 options (Broker Options) on the same terms as the Attaching Options for every $100,000 raised under the Initial Placement in part consideration for the capital raising services provided (subject to shareholder approval). External AFSL holder brokers are paid a 6% capital raising fee on introduced funds.

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

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

The funds will be used for exploration activities, working capital and issue costs

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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)