QEM LIMITED — Capital/Financing Update 2023

Sep 26, 2023

Proposed issue of securities

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Announcement Summary

Entity name QEM LIMITED

Announcement Type

New announcement

Date of this announcement

27/9/2023

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
QEM	ORDINARY FULLY PAID	4,821,600

Proposed +issue date 20/9/2024

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

QEM 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

ABN

Registration Number

13167966770

1.3 ASX issuer code

QEM

1.4 The announcement is

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New announcement

1.5 Date of this announcement

27/9/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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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 13/9/2024 Estimated

Comments

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? No

Details of +securities proposed to be issued

ASX +security code and description

QEM : ORDINARY FULLY PAID

Number of +securities proposed to be issued

4,821,600

Offer price details

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

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.20740 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 20/9/2024 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? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 13/9/2024

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? No 7E.2 Is the proposed issue to be underwritten? No

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

No

Part 7F - Further Information

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

The $1m Loan Facility will be used primarily to fund the completion of the Scoping Study and to provide working capital for QEM - see announcement 25 September 2023.

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

In the event QEM elects to convert the initial $1m tranche of funding into ordinary shares (subject to shareholder approval), the conversion price applicable will be the 30-day VWAP up to the date of the conversion notice. For indicative purposes, based on the 30-day VWAP to 22/9/23, the number of ordinary shares to be issued on conversion (subject to shareholder approval) would be 4,821,600.

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)

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