QEM LIMITED — Capital/Financing Update 2024

Sep 22, 2024

23 September 2024

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Directors:

Chair Tim Wall

Managing Director Gavin Loyden

Non-Executive Director Daniel Harris

Non-Executive Director Tony Pearson

ASX Announcement

Renounceable Rights Issue to raise up to $3 million

• 2 for 7 Renounceable Rights Issue to raise up to approximately $3 million, underwritten to $1.6 million

• Attractively priced at $0.07 cents per share

• Discount of 46% to the last price of 13.0 cents and 48% to the 30-day VWAP

Julia Creek Project:

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Vanadium

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QEM Limited:

Registered Office: Level 6

10 Market Street, Brisbane, QLD 4001 Australia +61(0) 7 3212 6250

Head Office: Level 6

• With every two (2) New Shares, shareholders receive one (1) attaching New Option

• New Options will have an Exercise Price of $0.14 cents, term of two years

• Shareholders can trade their rights and apply for additional shares and options

• Rights to start trading from Wednesday 25 September 2024

• All directors intend to participate ($100,000), as well as QEM’s major Shareholder David Fitch ($884,393), in the form of sub-underwriting

• Funds to be used to:

  • ➢ Complete current test work program to optimize and lock-down flow sheets for entry into Pre-Feasibility Study

  • ➢ Progress Julia Creek Pre-Feasibility Study program

  • ➢ Continue environmental studies, EIS Term of Reference, approvals documentation; and

  • ➢ General working capital

QEM Limited Ltd (“QEM” or “the Company”) is pleased to announce that it is undertaking a 1 for 3.5 renounceable rights issue (“Rights Issue”) at $0.07 per share to raise up to approximately $3.0 million (before costs). For every 2 new shares subscribed, eligible shareholders will receive 1 free attaching new option with an exercise price of $0.14 cents and expiring on 30 September 2026.

The rights issue price represents a discount of:

• 46% to the Company’s last close of $0.13 on the ASX; and

• 48% to the Company’s 30-day VWAP of $0.134.

50 Appel St Surfers Paradise Q 4217 Australia +61(0) 7 5646 9553

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QEM LIMITED

23 September 2024

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ASX Announcement

The Rights Issue is open to all eligible shareholders who have a registered address within Australia or New Zealand, and who hold Shares on the Record Date. The Rights Issue will close on Tuesday, 15 October 2024 (unless extended), and eligible shareholders can apply for shortfall in excess of their entitlement. Shareholders can also trade their rights from Wednesday 25 September 2024.

All directors intend to participate in the Rights Issue, totaling $100,000 (in the form of sub-underwriting). QEM’s major Shareholder (and ex-director) David Fitch has also sub-underwritten his Entitlements ($884,393), which form part of the $1.6M underwrite of the $3.0M target.

The Rights Issue is partially underwritten to $1.6 million by Lead Manager and Underwriter Mahe Capital Pty Ltd (ACN: 634 087 684) (AFSL: 517246).

All New Shares issued will rank equally with existing shares on issue and the Company will apply for quotation of the New Shares. A prospectus in relation to the Rights Issue was lodged with ASIC on 23 September 2024 and, together with a personalised entitlement acceptance form, will be sent to eligible shareholders shortly after the Record Date.

Eligible shareholders should consider the prospectus in deciding whether to acquire securities under the Rights Issue and will need to follow the instructions on the entitlement and acceptance form that will accompany the prospectus. The following are indicative dates in respect of the capital raising:

Event	Date
Offer AnnouncedProspectus lodged with ASIC and ASXAppendix 3B lodged with ASXPrior to the commencement of trading	Monday, 23 September 2024
Ex DateRights trading commences	Wednesday, 25 September 2024
Record Date	Thursday, 26 September 2024
Despatch Prospectus with Entitlement FormsOffer Opens	Tuesday, 1 October 2024
Rights Trading Ends	Tuesday, 8 October 2024
Securities quoted on deferred settlement basis from market open	Wednesday, 9 October 2024
Last date to extend Closing Date (before noon)	Thursday, 10 October 2024
Closing Date	Tuesday, 15 October 2024
Results of Offer announced	Friday, 18 October 2024
Settlement and Issue of Offer SecuritiesAppendix 2A lodged with ASX	Tuesday, 22 October 2024
Trading in New Shares commences	Wednesday, 23 October 2024

These dates are indicative only and may change, subject to the Corporations Act and Listing Rules.

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QEM LIMITED

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ASX Announcement

23 September 2024

Funds raised will be used to enable the Company:

• To complete current test work program to optimize and lock-down flow sheets for entry into PreFeasibility Study;

• To progress Julia Creek Pre-Feasibility Study program;

• To Continue environmental studies, EIS Term of Reference, approvals documentation; and

• As General working capital

Commenting on the capital raising, QEM’s Chair Tim Wall: “ This fundraising follows delivery of a positive Scoping Study for QEM’s Julia Creek Project demonstrating a distinctive and commercially attractive project for onsite critical minerals refining in Queensland. We look forward to continued shareholder support as we further de-risk and progress the project through the pre-feasibility stage and deliver value for our shareholders .”

ENDS

This announcement was authorised for release on the ASX by the Board of QEM Limited.

For further information, please contact:

Gavin Loyden Duncan Cornish Managing Director Company Secretary P: +61 7 5646 9553 Ph: +61 7 3212 6299 E: gavin@qldem.com.au E: dcornish@corpservices.com.au

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QEM LIMITED

23 September 2024

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ASX Announcement

Important information

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal. The securities referred to in this document have not been and will not be registered under the United States Securities Act of 1933 (the US Securities Act), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the US Securities Act or an exemption from the registration requirements of the US Securities Act is available.

This announcement may not be distributed or released in the United States.

This announcement contains certain ‘forward-looking statements’ within the meaning of the securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as ‘may,’ ‘should,’ ‘expect,’ ‘anticipate,’ ‘estimate,’ ‘scheduled’ or ‘continue’ or the negative version of them or comparable terminology. Any forecasts or other forward-looking statements contained in this announcement are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. CMG does not give any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur and you are cautioned not to place undue reliance on forward-looking statements.

ABOUT QEM

QEM Limited (ASX: QEM) is a publicly listed company which is focused on the exploration and development of its flagship Julia Creek Project, covering 250km² in the Julia Creek area of North Western Queensland.

The Julia Creek vanadium and oil shale project is a unique world class resource with the potential to utilise innovative and sustainable energy solutions, for the production of transport fuels and vanadium pentoxide.

QEM strives to become a leading producer of liquid fuels and a global supplier of high-quality vanadium pentoxide, to both the nascent long duration energy storage sector and global steel and alloy industries.

This globally significant JORC (2012) Mineral Resource of 2,870 Mt @ 0.31% V2O5 is one of the single largest ASX listed vanadium resources and represents a significant opportunity for development. The resource is comprised of 461Mt @ 0.28% V2O5 in the Indicated category and 2,406Mt @ 0.31% V2O5 in the Inferred category, with the added benefit of a contingent (SPE-PRMS 2018) in-situ oil resource of 6.3 MMbbls of Oil equivalent in the 1C category, 94MMbbls in the 2C category, and 654MMbbLs in the 3C category, contained within the same ore body.

The tenements form part of the vast Toolebuc Formation, which is recognised as one of the largest deposits of vanadium and oil shale in the world and located less than 6km east of the township of Julia Creek. In close proximity to all major infrastructure and services, the project is intersected by the main infrastructure corridor of the Flinders Highway and Great Northern Railway, connecting Mt Isa to Townsville.

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QEM LIMITED