QMINES LIMITED — Capital/Financing Update 2021

May 3, 2021

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QMINES LIMITED Queensland’s Next Copper & Gold Developer…

Pre-Quotation Disclosure

QMines Limited (ACN 643 212 104) (“ QMines " or “ Company ”) (ASX:QML) provides the following confirmations to satisfy conditions for admission of the Company’s shares to quotation on ASX.

Capitalised terms not otherwise defined in this document have the same meaning as given in the Company’s prospectus dated 16 March 2021 (“ Prospectus ”) unless the context requires otherwise.

1. Completion of Offer

QMines confirms that it has closed the Offer under the Prospectus and all conditions to the Offer have been satisfied. The Company has issued 38,493,696 Shares at an issue price of $0.30 per Share raising $11,548,109 before costs. It has also issued to Shaw and Partners Limited as Lead Manager, 2,500,000 unquoted options exercisable at $0.375 and expiring 3 years from the Company’s date of admission to the Official List.

2. Restricted Securities

2.1 ASX imposed escrow

QMines confirms that subject to quotation, the following securities will be restricted from trading pursuant to the ASX Listing Rules for the period as set out below:

Security	Number	Restriction Period
Fully paid ordinaryshares	47,151,069	24 months fromquotation
Fully paid ordinaryshares	5,768,339	12 months from 1 October 2020
Fully paid ordinaryshares	1,632,866	12 months from 30 October 2020
Fully paid ordinaryshares	33,333	12 months from 31 December 2020
Fully paid ordinaryshares	9,860,042	12 months from 18 January2021
Unquoted Options	4,200,000	24 months fromquotation

2.2 Voluntary escrow

QMines confirms that subject to quotation, the following securities will be subject to voluntary escrow and restricted from trading for the period as set out below:

Security	Number	Restriction Period
Fully paid ordinaryshares	4,846,687	6 months fromquotation
Fully paid ordinaryshares	166,667	12 months fromquotation

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Queensland’s Next Copper & Gold Developer…

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3. No Impediments

QMines confirms that there are no legal, regulatory, statutory or contractual impediments to the Company entering the Herries Range 1, Herries Range 2, Herries Range 3, Mt Chalmers, Warroo and Silverwood tenements and carrying out exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of ASX Listing Rule 1.3.2(b).

4. Updated Statement of Commitments

Below is an updated statement of commitments based on the actual amount of funds raised under the Offer (being a statement of current intentions as disclosed in the Prospectus):

Funds available	Actual amount raised	Percentage of funds
Existing cash reserves at 23 April 2021	$579,859	5%
Funds raised under Offer(net of Offer costs)at 23 April 2021	$10,305,148	95%
Total	$10,885,007	100%
Allocation of funds
Exploration and development at the Mt Chalmers Project	$6,119,752	56%
Exploration at the Silverwood Project	$146,724	1%
Exploration at the Warroo Project	$88,746	1%
Exploration at the Herries Range Project	$644,778	6%
Mining and development opportunity costs	$1,000,000	9%
Administration costs	$1,100,000	10%
Workingcapital	$1,785,007	16%
Total	$10,885,007	100%

5. Updated Pro-forma Statement of Financial Position

Below is the updated pro-forma statement of financial position based on the actual amount of funds raised under the Offer.

As at		30-Sep-20
	QMines Ltd	Actual amount raised
$'000	Unaudited	Pro forma
Current assets
Cash and cash equivalents	-	12,218
Trade and other receivables	-	66
Total current assets	-	12,284
Non current assets
Land and buildings	-	430
Exploration and development expenditure	-	3,052
Total non current assets	-	3,482
Total assets	-	15,766
Current liabilities
Trade and otherpayables	-	403
Total current liabilities	-	403
Total liabilities	-	403
Net assets	-	15,363
Equity
Contributed equity	-	15,151
Reserves	-	693
Accumulated losses	-	(481)
Total equity	-	15,363

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Queensland’s Next Copper & Gold Developer…

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6. Capital Structure

QMines’ capital structure as at the date of admission to the Official List is as follows:

QMines’ capital structure as at the date of admission to the Official	List is as follows:
Shares on issue as at the date of the Prospectus	72,035,719
Shares issued under the Offer	38,493,696
Total Shares on issue	110,529,415
Unquoted Options1on issue as at the date of the Prospectus	1,700,000
Unquoted Options1issued to the Lead Manager	2,500,000
Total Unlisted Options1 on issue	4,200,000

1 Exercisable at $0.375 and expiring 3 years from the date of admission of the Company to the Official List.

ABOUT QMINES

QMines Limited ( ASX: QML ) is a Queensland based copper and gold exploration and development company. QMines is seeking to become Australia’s first zero carbon copper and gold developer. The Company owns 100% of four advanced projects with a total area of 978km². The Company’s flagship project, Mt Chalmers, is located 17km North East of Rockhampton.

DIRECTORS

ANDREW SPARKE Executive Chairman

DANIEL LANSKEY Managing Director

ELISSA HANSEN

Non-Executive Director & Company Secretary

QMINES LIMITED ACN 643 212 104

ORDINARY SHARES

110,529,415

UNQUOTED OPTIONS

4,200,000

ASX CODE

QML

This announcement has been approved and authorised to be released to ASX by the Board of QMines Limited

QMINES LIMITED

ACN 643 212 104

Registered Address: Suite J, 34 Suakin Drive, Mosman NSW 2088 Website: www.qmines.com.au Telephone: +61 (2) 8915 6241 Andrew Sparke , Executive Chairman Email: Peter Nesvada , Investor Relations Email:

Email: andrew@qmines.com.au Email: peter@qmines.com.au

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