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PURE RESOURCES LIMITED Capital/Financing Update 2024

Aug 1, 2024

65608_rns_2024-08-01_18b6de1e-a884-47e8-8336-fd6be5d59e1d.pdf

Capital/Financing Update

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Appendix 3B - Proposed issue of securities

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Update Summary Entity name PURE RESOURCES LIMITED Announcement Type Update to previous announcement Date of this announcement 2/8/2024 Reason for update to a previous announcement To update the offer ratio to reflect the placement shares. The offer ratio has changed from 100:1071 to 100:1214.

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

PURE 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

ACN

Registration Number

653330413

1.3 ASX issuer code

PR1

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

To update the offer ratio to reflect the placement shares. The offer ratio has changed from 100:1071 to 100:1214.

1.4b Date of previous announcement to this update

25/7/2024

1.5 Date of this announcement

2/8/2024

1.6 The Proposed issue is:

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:

  • Non-renounceable

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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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

PR1 : 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)? Existing 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? Yes No

Details of +securities proposed to be issued

ASX +security code and description PR1 : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

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 100 1,214

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 3,501,442 whole number or fractions disregarded

Reason for the update of 'Maximum number of +securities proposed to be issued'

The maximum number of securities proposed to be issued has changed to accurately reflect the number of shares and options that will be issued under the offer ratio.

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 0.10000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

The Directors reserve the right to issue shortfall securities at their absolute discretion, subject to any restrictions imposed by the Corporations Act and ASX Listing Rules. No securities will be issued to a party under the shortfall offer if the effect would be to increase their voting power in the Company to an amount greater than 19.99%.

Will a scale back be applied if the offer is over-subscribed?

Yes

Describe the scale back arrangements

The Directors reserve the right to issue an applicant a less number of shortfall securities than the number for which the applicant applies, or to reject or scale back an application for shortfall securities, or to not proceed with placing shortfall securities.

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)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued ASX +security code and description

PR1OA : OPTION EXPIRING 10-APR-2025

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 1 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or fractions disregarded 3,501,442

Reason for the update of 'Maximum number of +securities proposed to be issued'

The maximum number of securities proposed to be issued has changed to accurately reflect the number of shares and options that will be issued under the offer ratio.

Offer price details for retail security holders

In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

The Directors reserve the right to issue shortfall securities at their absolute discretion, subject to any restrictions imposed by the Corporations Act and ASX Listing Rules. No securities will be issued to a party under the shortfall offer if the effect would be to increase their voting power in the Company to an amount greater than 19.99%.

Will a scale back be applied if the offer is over-subscribed?

Yes

Describe the scale back arrangements

The Directors reserve the right to issue an applicant a less number of shortfall securities than the number for which the applicant applies, or to reject or scale back an application for shortfall securities, or to not proceed with placing shortfall securities.

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

Yes

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

Part 3C - Timetable

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3C.1 +Record date

8/8/2024

3C.2 Ex date

7/8/2024

3C.4 Record date

8/8/2024

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 13/8/2024

3C.6 Offer closing date

22/8/2024

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

19/8/2024

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

23/8/2024

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

29/8/2024

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

30/8/2024

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

3/9/2024

Part 3E - Fees and expenses

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

3E.2 Is the proposed offer to be underwritten? 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 Any broker who places the shortfall will receive a 6% placement fee.

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

Part 3F - Further Information

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

The Company intends to apply the funds raised from the Rights Issue to fund the exploration of its existing projects and the recently acquired Garnet Hills Project.

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? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Countries other than Australia and New Zealand 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue TBC.

3F.7 Any other information the entity wishes to provide about the proposed issue N/A 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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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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? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 30/10/2024 Estimated

Comments

The Company will seek shareholder approval to:

  1. Issue 3,500,000 free attaching PR1OA (Free Attaching Options);

  2. 625,000 PR1 to Vendor for Milestone 2 (Shareholder approval will be sought closer to satisfaction of the milestone).

  3. 2,500,000 PR1 to Vendor for Milestone 3 (Shareholder approval will be sought closer to satisfaction of the milestone).

  4. 2,000,000 PR1OA to Lead Manager of placement.

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

PR1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

3,500,000

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 0.10000

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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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)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued ASX +security code and description PR1OA : OPTION EXPIRING 10-APR-2025 Number of +securities proposed to be issued 3,500,000 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 Free attaching options. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.004000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes 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 PR1 : ORDINARY FULLY PAID Number of +securities proposed to be issued 1,507,500 Offer price details

Details of +securities proposed to be issued

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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

Please describe the consideration being provided for the +securities

Facilitation Fee for the acquisition of Garnet Hill Pty Ltd.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.100000

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

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 PR1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

625,000 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

Milestone payment to vendor of Garnet Hill Pty Ltd for the completion of Scoping Study on Garnet Hill Project (garnet resource specific).

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.100000

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

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)?

Will the proposed issue of this +security include an offer of attaching +securities? No

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Existing class

Details of +securities proposed to be issued

ASX +security code and description

PR1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

2,500,000

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

Milestone payment to vendor of Garnet Hill Pty Ltd upon the decision by Pure to mine the Garnet Hill Project.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.100000

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

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

PR1OA : OPTION EXPIRING 10-APR-2025

Number of +securities proposed to be issued

2,000,000

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

Payment for Lead Manager Services.

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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

0.004000

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

30/7/2024

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?

3,500,000 PR1 to Placement Participants and 1,507,500 PR1 as a Facilitation Fee.

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

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?

GTT Ventures Pty Ltd

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

6% placement fee and 2,000,000 PR1OA (Lead Manager Options).

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 N/A

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 7F - Further Information

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

The Company intends to apply the funds raised from the placement to fund the exploration of its existing projects and the recently acquired Garnet Hills Project.

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

N/A.

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)

Appendix 3B - Proposed issue of securities

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