RAGNAR METALS LIMITED — Capital/Financing Update 2021

May 24, 2021

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STATEMENT OF CAPITAL STRUCTURE

Ragnar Metals Limited (ACN 108 560 069) (ASX: RAG ) ( Company ) confirms that following completion of the offers under the Company’s prospectus dated 7 April 2021 ( Prospectus ) and its re-compliance with Chapters 1 and 2 of the ASX Listing Rules, as at the date of reinstatement to official quotation on ASX of the Company’s securities, the Company’s capital structure is as set out below.

Security	Number
Shares1, 2	344,184,889
New Options exercisable at $0.04 each on or before 19 May 20233,4	155,666,497
Employee Options5	4,000,000
Options exercisable at $0.10 on or before 8 June 20216	7,000,002
Options exercisable at $0.125 on or before 8 June 20216	5,000,000
Options exercisable at $0.15 on or before 8 June 20216	400,000
Options exercisable at $0.105 on or before 13 June 20216	3,500,000
Options exercisable at $0.075 on or before 2 September 20226	600,000

Notes:

1. The rights attaching to the fully paid ordinary shares ( Shares ) are summarised in section 7.1 of the Prospectus.

2. 6,500,000 of the Shares are classified as restricted securities under Chapter 9 of the ASX Listing Rules and are not quoted as at the date of the Company’s reinstatement to official quotation. Refer to Announcement “Restricted Securities”.

3. The New Options are exercisable at $0.04 each on or before 19 May 2023. The full terms and conditions of the New Options are set out in section 7.2 of the Prospectus.

4. 64,000,000 of the New Options were issued pursuant to the Vendor Offers, Director Options Offer, and Advisor Offer under the Prospectus. These New Options are in the same class as the quoted New Options, but they are classified as restricted securities under Chapter 9 of the ASX Listing Rules and are not quoted as at the date of the Company’s reinstatement to official quotation. Refer to Announcement “Restricted Securities”.

5. The Employee Options are exercisable at $0.04 each on or before 19 May 2023. The Employee Options are issued under the Company’s Incentive Option Plan ( Plan ), and are subject to the rules of the Plan and to the following vesting conditions: 50% vest upon the Employee completing 12 months continuous engagement with the Company, and 50% vest upon the Employee completing 18 months continuous engagement with the Company. The full terms and conditions of the Employee Options are set out in section 7.3 of the Prospectus, and the rules of the Plan are summarised at section 7.4 of the Prospectus. The Employee Options are unquoted but are not classified as restricted securities.

6. These classes of unquoted Options were on issue prior to the Company’s re-compliance with Chapters 1 and 2 of the Listing Rules. The numbers and exercise prices of these classes of Options reflect the consolidation of the Company’s capital that became effective on 7 April 2021. Refer to Section 3.6 of the Company’s Notice of Shareholders’ Meeting released on 8 March 2021 for further details.

Defined terms used in this announcement have the same meaning as in the Prospectus.

Level 3, 35 Outram Street, West Perth, WA 6005, Australia T. +61 8 6245 2050 | F. +61 8 6245 2055 | E. info@ragnarmetals.com.au

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