RAGNAR METALS LIMITED — Capital/Financing Update 2021

Jan 20, 2021

RAGNAR METALS TO ACQUIRE TWO HIGHLY PROSPECTIVE WEST AUSTRALIAN GOLD PROJECTS

HIGHLIGHTS

• Ragnar to acquire 2 granted prospecting licences and 2 granted exploration licenses that comprise the Leeds Project and Kenya Project respectively. Both projects are strategically located in the prolific gold mining district of the Norseman-Wiluna Greenstone Belt of Western Australia.
• Previous drilling at the Leeds Project, located 20 km south of the Goldfields St Ives Gold Mining Camp at Kambalda, Western Australia, suggest a large significant gold system that warrants immediate follow-up drilling.
• Historic shallow drilling at the Leeds Project intersected shallow oxidised gold mineralisation from surface down to 50-60 m depth and in places intersected deeper primary gold bearing shear zone which extend over a very large area of 2 km by 200-300 m.
• Historic drilling at the Leeds Project intersected both very high grade and large lower grade widths including:
  • 17 metres at 5.7 g/t Au from 94m including 2 metres at 40.9 g/t Au in LRC001 (primary zone); and
  • 70 metres at 0.4 g/t Au from 49 m including 1 metre at 4.2 g/t Au in LDRC013 (oxide & primary zone)
• The Kenya Gold Project is located 50 km along strike to the south of the AngloGold Ashanti's Sunrise Dam gold mining camp and contains previously defined targets that are yet to be followed up.
• The Company is also committed to complete a drill program on the Granmuren nickel-copper prospect on its existing Swedish exploration project. The program aims to target significant coincident geophysical anomalies that have been identified by Ragnar at depth below and down plunge from significant nickel-copper drilling intercepts.
• Ragnar is undertaking a A$5.5m capital raising at an issue price of A$0.02 per share with one free attaching option exercisable at A$0.04 each for every three shares issued.
• Ragnar proposes to consolidate its listed ordinary shares and options on a 1:5 basis.

Ragnar Metals Limited (ASX: RAG) (Ragnar or the Company) is pleased to announce it has entered into agreements to acquire 80% interest in the Leeds Gold Project and 100% interest in the Kenya Gold Project. Full details and definitions for these agreements are outlined in Section 4.

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The Leeds Project is located on the Norseman-Wiluna greenstone belt approximately 20 km south of the Goldfields St Ives Gold Mining Camp at Kambalda. The Kenya Project is located 50 km along strike to the south of the AngloGold Ashanti's Sunrise Dam gold mining camp in the Laverton gold mining district (Figure 1).

If successful, the Proposed Acquisitions will result in the Company increasing the scale of its operations and changing the nature of its exploration activities from base metals exploration in Sweden to include gold exploration in Western Australia. To effect the Proposed Acquisitions, the Company will be required to re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules. This will include a Capital Raising which is outlined in Section 5. Further details of the Capital Raising and Consolidation are set out in Section 7 and Section 12.

An overview of the Project Acquisitions is outlined in Sections 1 and 2.

Figure 1: Location of the recently acquired Leeds and Kenya Gold Projects in the prolific gold mining district of the Norseman-Wiluna greenstone Belt.

1. Leeds Project (Western Australia)

The Leeds Project is located 20 kilometres south along strike from the the Goldfields St Ives Gold Mining Camp at Kambalda, Western Australia (Figure 1). The project occurs in the area hosted by the Black Flag volcano-sedimentary package of rocks that host the Junction), Argo and Invincible gold deposits at the St Ives Gold Camp (Figure 2). Importantly, the project is located very close to the regional Speedway Fault and the associated subsidiary structures that are widely known to be critical for the formation of various deposits at St Ives including Invincible and Argo (Figure 2).

Figure 2: Airborne magnetic image showing the location of the Leeds Project in relation to the Kambalda gold mining camp including the deposits held by Goldfields that occur within and near the Black Flag Group rocks.

A variety of exploration including soil geochemistry, ground magnetics and drilling (RAB, aircore, RC and diamond) has been conducted by a series of companies in the past including Billiton (1988), Metana (1988-1990), Newcrest (1990-1993) and Acacia (1993-1996). A total of 226 drillholes were

conducted by previous explorers, which are listed in Table 1. There has not been any exploration conducted on the project since 1996 utilising more modern techniques.

Drilling by previous explorers has delineated a large gold mineralised system within the Leeds Project that has been interpreted in the past to be related to a north-northwest trending shear zone within a package of sedimentary and volcaniclastic rocks (Figure 3). The supergene mineralisation forms a flatlying blanket 5 to 20 m in thickness at between 40 and 50 m depth beneath strongly depleted saprolitic clays with gold grade that ranges from 0.1 g/t Au and up to 11.6 g/t in places (Figure 3). Supergene gold mineralisation greater than 0.1 g/t has been defined over a zone approximately 1.5 km long and up to 400m wide (Figure 3). One standout drilling intersection occurs within the transitional zone between the oxidised and primary mineralisation and intersected:

17 m at 5.7 g/t Au from 94 m in LRC001 including 2 m at 40.9 g/t Au (Figure 3 and 4).

Other intersections from historic drilling returned both very high grade and large lower grade widths including:

4 m at 17.5 g/t Au from 74 m in LRC004 (primary zone);

6 m at 4.2 g/t Au from 48 m in PDR006 including 2 m at 11.7 g/t Au (supergene zone);

70 m at 0.4 g/t Au from 49 m in LDRC013 including 1 m at 4.2 g/t Au (oxide & primary zone):

15 m at 1.0 g/t Au from 80 m in LDRC009 including 1 m at 11.6 g/t Au (primary zone);

10 m at 1.2 g/t Au from 105 m in LDRC004 including 1 m at 9.0 g/t Au (primary zone); and

28 m at 0.5 g/t Au from 79 m in LFR027 including 1 m at 4.9 g/t Au (oxide & primary zone).

(Refer to Table 1 for significant drilling results and Table 2 for the collars at the Leeds Project.)

Figure 3: Airborne magnetic image at the Leeds Project showing the historic collars and the outlines of intersected supergene (oxidised) and primary gold mineralisation, interpreted gold bearing shear zone, significant previous intersections and cross section location.

Primary bedrock mineralisation has been intersected over the northern 800 m of the supergene anomaly, however, this distribution is primarily due to deeper drill testing from 50-100 m depth limited to the northern part of the supergene anomaly (Figure 3). In the northern area, a variety of drilling orientations have been adopted to intersect deeper primary basement mineralisation, however it is clear that the dominant orientation of the best mineralisation has not yet been defined. Only one diamond drill hole was conducted, hole LDDH001, by Newcrest, however it is located east and likely below the zone of best gold mineralisation (Figure 4). Nevertheless, structural measurements on the drill core indicates that most of the mineralised veins trend north-northeast and dip 60 degrees southeast.

Previous exploration suggest that the Leeds Project sits on a large, primarily untested hydrothermally altered gold bearing shear zone at depth below an extensive zone of supergene gold mineralisation Recent geological compilation work by Ragnar indicates a well-defined hydrothermal alteration zonation pattern at depth. The core of the primary mineralised zone is characterised by strong quartz

veining, variable silicification and 2 - 10% disseminated pyrite as well as a strong tourmaline zone with rare fuchsite along the base coincident with the best gold assays (Figure 4). An upper hanging wall zone of biotite-carbonate-magnetite alteration occurs above the mineralisation and a lower footwall zone of biotite-sericite-carbonate occurs below the mineralisation (Figure 4). This work clearly demonstrates a flat-lying gold distribution and a possible westerly dip where mineralisation is open. In addition, a spatial association of magnetite alteration above the gold mineralisation may explain the airborne magnetic anomalies (Figure 3). This breakthrough in geological understanding at the Leeds Project will assist in Ragnar's ongoing interpretation and identification of further drill targets.

Figure 4: Interpreted cross section through the northern area of the Leeds Project at 6,506,480N showing a well-defined alteration zonation pattern.

As part of its due diligence the following work is in progress by Ragnar:

• Data entry of rock types and alteration to assist full geological cross-sectional interpretation across the Leeds Project;
• Registering historic soil geochemistry maps to identify areas of gold anomalism at surface; and
• Reprocessing of the airborne magnetic and radiometric data to assist a new structural interpretation including cross structures that might be related to north-northeast trending gold bearing veins identified in the diamond drill core.

This work is anticipated to be complete by the end of January 2021 which will also include Ragnar's maiden drill program plan at the Leeds Project. This program will comprise deeper RC drilling below the large low-grade supergene gold intersections as well as some key oriented diamond drill core to accurately define the orientation of gold bearing veins and structures. In addition to this work, a reconnaissance aircore drill program will also be planned to test the southern extension of the gold bearing shear zone and magnetic anomalies that have never been drill tested. The Company is also

considering various geophysical methods designed to map the gold-bearing shear zones on the Leeds Project.

2. Kenya Project (Western Australia)

The Kenya Project is located 50 km along strike to the south of the AngloGold Ashanti's Sunrise Dam gold mining camp in the Laverton mining district (Figure 1). Locally the project occurs 4-5 km north, along strike from Saracen's Deep South and Safari Bore deposits. The Project also occurs 1-5 km south along strike from Legacy Iron's Kangaroo Bore and Blue Peter gold deposits which occur on a mining lease application. The Kenya Project is well located between known gold deposits within a highly fertile greenstone belt (Figure 5).

Shallow aircore drilling by Saracen to the south of the Kenya Project indicates extensive gold anomalies >0.25 g/t Au that occur up to the southern boundary of E39/1998 (Saracen Minerals ASX announcement dated 18 Feb 2020; Figure 5). The anomalies identified by Saracen include the northern extension of the Safari Bore trend as well as anomalies that occur associated with the Two Lids Fault that also occur up to the southern boundary of E39/1998 (Figure 5).

On the Kenya Project, two high priority drill targets have been identified from geology mapping, airborne magnetic geophysics and historical geochemistry database (Figure 5). The targets occur along the important Pinjiun and Two Lids gold-bearing fault systems that cross-cut important lithological greenstone and/or intrusive granite contacts which are supported by elevated gold from previous shallow drilling (Figure 5). A program of work permit (POW) has been granted to test these targets initially utilising aircore drilling methods. This work program will be conducted once the priority work at the Leeds Project is complete following reinstatement.

Figure 5: Interpreted bedrock geology map showing the location of the Kenya Project licenses located between the gold deposits held by Saracen Minerals and Legacy Iron.

3. Granmuren Nickel-Copper Project (Sweden)

In addition to the exciting new Australian gold assets, Ragnar remains committed to progress exploration on its existing mineral exploration licences in Sweden. The Company has secured drill permits from the Swedish Mines Inspectorate and environmental permits from the County of Sala to test the recently defined geophysical anomalies at the Granmuren nickel-copper prospect.

Drillholes at Granmuren will be located to test geophysical anomalies identified from the recent IP and VTEM survey that occur in close proximity to nickel-copper mineralisation previously discovered by Ragnar. 3D modelling conducted at Granmuren indicates the mineralisation is characterised by a steeply dipping zone forming an anomaly of up to 150m in width within a mafic-ultramafic host rock intrusion. Multiple lenses of higher-grade nickel sulphide mineralisation occur within a larger lowgrade halo that are coincident with the top of the geophysical IP resistivity anomaly. Importantly, the survey defined a continuous IP anomaly that extends from the surface to below the level of drilling which is open to the northwest (Figure 6). Magnetic modelling and VTEM conductors also strongly support a western to north-western plunging body trending towards the Tullsta nr8 permit area, which abuts Berga Nr 1 (Figures 6 and 7). The drill program to test this exciting high priority drill target for high grade nickel-copper sulphide has been planned and permitted and Ragnar intends to execute the program in 2021.

Figure 6: Granmuren prospect planned drill program at the showing the surface projection of the 3D modelled nickel mineralisation (purple), new IP chargeability model (green), existing drill traces (blue), planned drillholes (red), modelled magnetic body (orange dash), interpreted northwest plunge trend (orange arrow) and cross section location (bold black lines).

(Refer to Table 3 for details of the significant drill results at the Granmuren prospect)

Name	Licence Number	Area (hectares)	Expiry
Berga nr 1	2018 48	2,181	28 March 2021
Tullsta nr 8	2020 45	31	7 May 2023
Tullsta nr 6	2017 158	2,695	6 November 2020
Tullsta nr 7	2019 5	4,452	25 January 2022
Gaddebo nr 3	2014: 91		30 October 2020

The Company's tenement portfolio in Sweden consists of the following exploration licences.

The Company has applied to the Swedish Mining Inspectorate for a renewal of Tullsta nr 6 and Gaddebo nr3.

The Company aims to progress the high priority Granmuren nickel anomaly located on the Berga nr 1 licence.

4. Details of Acquisition Agreements

• (a) A binding heads of agreement (Leeds Agreement) between the Company and its whollyowned subsidiary Loki Exploration Pty Ltd (ACN 643 651 138) (Loki Exploration) and Maverick Exploration Pty Ltd (ACN 056 932 239) (Maverick Exploration), Cale Consulting Pty Ltd (ACN 151 371 854) atf the McLean Tyndal Family Trust (Cale) and Pearlglow Investments Pty Ltd atf The Pearlglow Trust (Pearlglow) (together, the Leeds Vendors) pursuant to which Loki Exploration has been granted an option to acquire an 80% interest in Prospecting Licences P15/6017 and P15/6018 (the Leeds Project or Leeds Project Tenements) (Leeds Acquisition).
• (b) a binding heads of agreement (Kenya Project Agreement) between the Company, Loki Exploration and Jindalee Resources Limited (ACN 064 121 133) (ASX:JRL)(Jindalee) pursuant to which Loki Exploration agrees to acquire a 100% interest in Exploration Licences E39/1998

and E39/2005 (the Kenya Project or Kenya Project Tenements) (the Kenya Project Acquisition).

Together the Leeds Acquisition and the Kenya Project Acquisition are the Proposed Acquisitions.

Upon completion of the Proposed Acquisitions, the Company will have interests in the Leeds Project and the Kenya Project (together, the Projects), which comprise the following tenements:

Leeds Project
Tenementnumber	Holder	Date of grant	Expiry date	Area	% interest
P15/6017	Maverick Exploration PtyLtd	3 April 2017	2 April 2021	198 Hectares	80%
P15/6018	Maverick Exploration PtyLtd	3 April 2017	2 April 2021	199 Hectares	80%

Kenya Project
Tenementnumber	Holder	Date of grant	Expiry date	Area	% interest
E39/1998	Jindalee Resources Limited	4 May 2017	3 May 2022	2 sub-blocks	100%
E29/2005	Jindalee Resources Limited	3 July 2017	2 July 2022	1 sub-block	100%

5. Consolidation and Capital Raising

In order to satisfy the requirements of Chapters 1 and 2 of the ASX Listing Rules, the Company proposes to undertake a 1:5 consolidation of its issued capital (Consolidation). Unless otherwise stated, figures in this announcement are stated on a post-Consolidation basis.

In connection with the Proposed Acquisitions, the Company is proposing to undertake a capital raising to raise $5,500,000 consisting of the issue of 275,000,000 Shares (post-Consolidation) at an issue price of $0.02 per Share together with one (1) free attaching option to acquire a Share exercisable at $0.04 each on or before the date that is two years from the date of issue (New Option) for every three Shares issued (Capital Raising). The Capital Raising will be conducted pursuant to prospectus to be lodged by the Company with the Australian Securities and Investments Commission (ASIC) (Prospectus).

As part of the Capital Raising, the Company will extend a priority offer, capped at $1,000,000 of the total amount of the Capital Raising, to existing shareholders of the Company. Shareholders will be invited to subscribe for parcels of at least $2,000 worth of Shares.

6. Group structure

A group structure diagram upon settlement of the Proposed Acquisitions (Settlement) is set out below, which assumes completion of the Proposed Acquisitions:

7. Summary of the terms of the Agreements

A summary of the material terms of the Leeds Agreement and the Kenya Project Agreement (together, the Acquisition Agreements) is as follows:

• (a) (Option): The Leeds Vendors have granted Loki Exploration, in consideration of an option fee of $1,000, an option until 30 April 2021 to acquire an 80% legal and beneficial interest in the Leeds Project Tenements (Leeds Option).
• (b) (Acquisitions):
  • (i) Subject to exercise of the Leeds Option, the Leeds Vendors have agreed to sell and Loki Exploration has agreed to buy an 80% interest in each of P15/6017 and P15/6018 free from encumbrances on the terms and conditions of the Leeds Agreement.
  • (ii) Subject to the terms and conditions in the Kenya Project Agreement, the Company and Loki Exploration have agreed to acquire and Jindalee Resource Limited has agreed to sell 100% of the right and title in Exploration Licences E 39/1998 and E39/2005.
• (c) (Conditions Precedent): Completion of the Proposed Acquisitions is subject to and conditional on the following conditions precedent:
  • (i) completion of due diligence by RAG on each the Leeds Projects Tenements and Kenya Project Tenements and associated assets and operations to the satisfaction of RAG in its absolute discretion on or before lodgement of the Prospectus;
  • (ii) RAG obtaining all necessary regulatory and shareholder approvals required to complete the Proposed Acquisitions;
  • (iii) ASX granting a waiver from the "20 cent rules":

• A. ASX Listing Rule 2.1 condition 2 to allow the issue of the Leeds Project Consideration Shares (defined below) and the Kenya Project Consideration Shares (defined below) (together, the Consideration Shares), and the Shares pursuant to the Capital Raising, at an issue price of less than 20 cents, and
  • B. ASX Listing Rule 1.1 condition 12 to allow the exercise price of the Leeds Consideration Options, and options to be issued free attaching to the Capital Raising Shares, and Director Options, to be lower than 20 cents;
• (iv) receipt of ASX conditional approval to reinstate the securities of RAG to official quotation on ASX, subject to RAG's re-compliance with Chapters 1 and 2 of the ASX Listing Rules, on terms and conditions reasonably acceptable to RAG;
• (v) RAG receiving valid applications for the minimum subscription amount under the Capital Raising;
• (vi) execution by recipients of the Consideration Securities of such form of restriction agreements with respect to those Shares as may be required by the ASX;
• (vii) the Parties obtaining all necessary third party consents and approvals to give effect to the Proposed Acquisitions;

(together, the Conditions Precedent). If the Conditions Precedent are not satisfied (or waived in accordance with the relevant Acquisition Agreement) by 30 April 2021, a party who is entitled to the benefit of an unsatisfied (or unwaived) Condition Precedent may terminate the relevant Acquisition Agreement (except where the Condition Precedent is not satisfied or is prevented from being satisfied as a result of a breach of the Acquisition Agreement by that party, or a deliberate act or omission of that party).

(d) (Consideration):

• (i) in consideration for the Leeds Acquisition, the Company agrees to pay to the Leeds Vendors $80,000 in cash, and issue $80,000 worth of Shares at the Capital Raising price of $0.02 (post-Consolidation) per Share (i.e. 4,000,000 Shares) (Leeds Consideration Shares), and 4,000,000 options exercisable at $0.04 each on or before the date 2 years after the date of issue (together, Leeds Consideration Securities) at Settlement; and
• (ii) in consideration for the Kenya Project Acquisition, the Company agrees to pay to Jindalee (or its nominees) $40,000 in cash and to issue $50,000 worth of Shares at the Capital Raising price of $0.02 per Share (post-consolidation) (i.e., 2,500,000 Shares (Kenya Project Consideration Shares) at Settlement, and will grant Jindalee a 1% Net Smelter Royalty.
• (e) (Escrow): The Leeds Vendors and Jindalee have agreed to enter into (and procure entry into) restriction agreements in respect of the Leeds Consideration Securities and Kenya Project Consideration Shares, respectively, in the quantity and for the duration determined by ASX.
• (f) (Settlement): Settlement will occur on the date which is 5 business days after satisfaction (or waiver, if permitted) of the Conditions Precedent (and exercise of the Option, in the case of the Leeds Agreement) (or such other date as agreed between the parties in writing).

The Acquisition Agreements otherwise contain representations, warranties and conditions considered standard for agreements of their nature.

8. Capital Raising

To assist the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules and to support its business strategy post-Settlement, the Company plans, subject to shareholder approval and to receipt from ASX of a waiver of ASX Listing Rule 2.1, Condition 2, to conduct a capital raising constituted by the following.

• (a) A Capital Raising of 275,000,000 Shares (post-Consolidation) at an issue price of $0.02 per Share. Participants in the Capital Raising will also receive one free attaching Option exercisable at $0.04 each on or before that date that is two years from the date of issue.
• (b) An amount of $1,000,000 (50,000,000 Shares and 16,666,667 free attaching Options) of the Capital Raising will be made available in priority to existing Shareholders of the Company (Priority Offer) on the following basis:
  • Each Shareholder will be entitled to apply for a parcel of $2,000 worth of Shares.
  • Shareholders may apply for additional Shares in the priority offer, with their allocations being determined pro rata to their existing holding.

The Capital Raising will be undertaken pursuant to a full form prospectus to raise an aggregate of $5,500,000. This amount will be the Minimum and Maximum Subscription.

As at the date of this announcement, the Capital Raising is not proposed to be underwritten.

The Company intends to appoint CPS Capital Group Pty Ltd as Lead Manager to the Capital Raising.

The Company will pay the Lead Manager a fee of 6% of the amount of the Capital Raising. In addition the Company will issue, subject to Shareholder approval, a total 45,000,000 New Options exercisable at $0.04 on or before the date two years after the date of issue (Advisor Options) to the Lead Manager or its nominees.

Directors of the Company, Steve Formica, Eddie King, and David Wheeler intend to apply for a total of up to 16,000,000 Shares and 5,333,333 free attaching New Options under the Capital Raising. Their participation in the Capital Raising will be subject to Shareholder approval under ASX Listing Rule 10.11.

9. Use of Funds

The Company intends to apply funds raised under the Capital Raising, together with existing cash reserves, over the first two years following re-admission of the Company to the Official List of ASX as follows:

Use of funds	Capital Raising $5,500,000	%
Existing cash reserves ofthe Company1	356,000
Funds raised under theCapital Raising	5,500,000
TOTAL	5,856,000	100%
Expenses of the CapitalRaising2	650,000	11.10%
Repayment of ConvertibleNotes	240,000	4.10%
Repayment of UnsecuredLoans	212,000	3.62%
Project Acquisitionconsideration	120,000	2.05%
Exploration Expenditureon Leeds Project3	750,000	12.80%
Exploration Expenditureon Kenya Project4	800,000	13.66%
Exploration Expenditureon Swedish Projects 5	1,000,000	17.08%
Administration costs6	800,000	13.66%
Other general workingcapital	1,284,000	21.93%
TOTAL	5,856,000	100%

Notes:

1. As reported in the Company's Quarterly Cashflow Report announced on 13 October 2020.

2. Comprising the following:

a. ASIC Fees - $3,206

• b. ASX Fees $112,000
• c. Lead Manager Fees (expected) $330,000
• d. Legal Fees $100,000
• e. Tenement report, Sweden $50,000
• f. Investigating Accountant's Fees $20,000
• g. Independent Geologist's Fees $15,000
• h. Printing, Distribution and Miscellaneous $20,000
• 1. Leeds Project exploration expenditure (2 years) a. Phase 1 $250,000

	Including compilation of past exploration data,geological modelling/interpretation, geophysics,approximately 1000 m aircore drilling and geophysicsb. Phase 2Approximately 3500 m of RC and diamond drilling to test system at depth	$500,000
4.	Kenya Project exploration expenditure (2 years)a. Phase 1Including compilation of past exploration data,geological interpretation and reconnaissance aircore drillingb. Phase 2Including approximately 3500 m of RC and diamond drilling	$250,000$550,000
5.	Swedish Project exploration expenditure:a. Phase 1 drilling at Granmuren nickel-copper prospect including assaysb. Various exploration, other Swedish tenements	$770,000$230,000

1. Includes ASX compliance costs, director and company secretarial fees, office costs, corporate advisory and PR costs, accounting, IT, audit, and general overhead costs for a period of 24 months following reinstatement to official quotation.

The above table is a statement of current intentions as of the date of this announcement. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

10. Effect of the Proposed Acquisitions on the Company's consolidated total assets and total equity interests

The effect of the Proposed Acquisitions on the Company's consolidated statement of financial position is set out in Schedule 1.

The principal effects on the Company's consolidated statement of financial position will be:

• (a) current assets will increase by approximately $4,730,000, comprising the net proceeds of the Capital Raising (after payment of the estimated costs of the Offer, and the cash components of the Acquisition Consideration, but before repayment of Convertible Notes and Unsecured Loans);
• (b) non-current assets will increase by approximately $250,000, being the value of:
  • (i) the consideration paid for the Company's interest in the Leeds Project; and
  • (ii) the consideration paid for the Kenya Project;

which will be accounted for as capitalised exploration expenditure; and

(c) total equity interests will increase by an amount equal to the aggregate of subparagraphs (a) and (b) above (before repayment of Convertible Notes and Unsecured Loans)

11. Effect of the Proposed Acquisitions on the Company's annual expenditure

The Company expects that its expenditure on each of the Projects following completion of the Proposed Acquisitions will be as set out in Section 9.

Revenue forecasts relating to mineral exploration companies are uncertain, and accordingly the Company is unable to provide investors with reliable revenue, profit, or cash flow projections or forecasts.

12. Pro forma capital structure

The indicative share capital structure of the Company following completion of the Proposed Acquisitions, based on the current securities on issue and including the Capital Raising, will be as follows (subject to rounding following the Consolidation):

	Shares	Options
Current (pre-Consolidation)	313,424,062	96,500,000,1
Subtotal post-Consolidation (5:1ratio)	62,684,812	19,300,000 1
Securities to be issued underCapital Raising2	275,000,000	91,666,6673
Consideration Securities to beissued to Leeds Project Vendors	4,000,000	4,000,0003
Consideration Securities to beissued to Jindalee	2,500,000	nil
Advisor Options to be issued toLead Manager	nil	45,000,0003
Options to be issued to Directors	nil	15,000,0003
Options to be issued to ChiefGeologist		4,000,0004
Total	344,184,812	174,966,667

Notes:

1. The number of existing unlisted Options, and the effect the Consolidation will have on the terms of the unlisted Options, is as set out in the tables below.

Pre-Consolidation

Terms	Number
Unlisted Options exercisable at $0.03 on or before 5 May 2021	14,000,000
Unlisted Options exercisable at $0.02 on or before 8 June 2021	35,000,000
Unlisted Options exercisable at $0.025 on or before 8 June 2021	25,000,000
Unlisted Options exercisable at $0.03 on or before 8 June 2021	2,000,000
Unlisted Options exercisable at $0.021 on or before 13 June 2021	17,500,000
Unlisted Options exercisable at $0.015 on or before 2 September 2022	3,000,000
Total	96,500,001

Post-Consolidation

Terms	Number
Unlisted Options exercisable at $0.15 on or before 5 May 2021	2,800,000
Unlisted Options exercisable at $0.10 on or before 8 June 2021	7,000,000
Unlisted Options exercisable at $0.125 on or before 8 June 2021	5,000,000
Unlisted Options exercisable at $0.15 on or before 8 June 2021	400,000
Unlisted Options exercisable at $0.105 on or before 13 June 2021	3,500,000
Unlisted Options exercisable at $0.075 on or before 2 September 2022	600,000
Total	19,300,000

• 1. Assuming issue of all available Shares under the Capital Raising and an issue price per Share under the Capital Raising of $0.02 (post-Consolidation) with one (1) free attaching New Option exercisable at $0.04 on or before the date 2 years after the date of issue of the Options for every three (3) Shares issued
• 1. All New Options issued under the Capital Raising, to the Leeds Vendors, to the Advisors, and to the Directors, will have an exercise price of $0.04 (post-consolidation) and expire on or before the date that is 2 years after the date of issue.
• 1. The Employee Options to be issued to the Chief Geologist will have an exercise price of 0.04 (post-consolidation) and expire on or before the date that is 2 years after the date of issue. 50% of the Employee Options will vest upon completion of 12 months employment, and 50% will vest upon completion of 18 months employment.

13. Control issues

No person will acquire control of, or voting power of 20% or more in, the Company as a result of the Proposed Acquisitions and Capital Raising.

14. Board

There are no new appointments to the Board contemplated in connection with the Proposed Acquisitions.

15. Timetable

A timetable for the Proposed Acquisitions and associated events is set out below:

Event	Date
Notice of General Meeting sent to the Company's shareholders	19 February 2021
Lodgement of the Prospectus with ASIC	5 March 2021
Opening date of the Capital Raising	12 March 2021
General Meeting to approve Proposed Acquisitions	22 March 2021
Effective Date of Consolidation of Capital	22 March 2021
Closing Date of Priority Offer	26 March 2021
Closing Date of the Capital Raising	6 April 2021
Issue of Shares and Options under the Capital Raising (includingthe Priority Offer)	14 April 2021
Issue of Consideration Securities	14 April 2021
Settlement of the Proposed Acquisitions	14 April 2021
Dispatch of holding statements	14 April 2021
Re-compliance with Chapters 1 & 2 of the ASX Listing Rules	16 April 2021
Re-instatement to quotation of Shares (including Shares issuedunder the Capital Raising) on ASX	19 April 2021

Note: The above timetable is indicative only and has not been endorsed by ASX. Actual dates will be subject to the Corporations Act 2001 (Cth) and the ASX Listing Rules, and the Company reserves the right to vary any and all of the above dates without notice.

16. Activities and business model on completion of the Proposed Acquisitions

The Company will continue to be a mineral exploration company following completion of the Proposed Acquisitions. Its proposed activities following completion of the Proposed Acquisitions are to continue exploration on its existing Swedish exploration tenements, and to undertake exploration on the Leeds Project and Kenya Project.

The Company intends to allocate funds raised from the Capital Raising, together with the Company's existing cash reserves as set out in Section 8 above.

17. Key risks and dependencies

The key risks of the Proposed Acquisitions and following completion of the Proposed Acquisitions are:

(a) Risks relating to the change in nature and scale of activities

(i) Completion risk

Pursuant to the Acquisition Agreements, the Company has agreed to acquire 100% of the Kenya Project Tenements, and 80% of the Leeds Project Tenements, completion of which is subject to the fulfilment of certain conditions. There is a risk that the Conditions Precedent cannot be fulfilled and, in turn, that completion of the Proposed Acquisitions does not occur.

If the Proposed Acquisitions are not completed, the Company will incur costs relating to advisors and other costs without any material benefit being achieved.

(ii) Re-quotation of Shares on ASX

The Proposed Acquisitions constitute a significant change in the nature and scale of the Company's activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List of ASX.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its securities on the ASX. Should this occur, the securities will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares should the Company be suspended until such time as it does re-comply with the ASX Listing Rules.

(b) Risks in respect of the Leeds Project and Kenya Project Tenements and current operations

(i) Information Accuracy Risk

The Company will be acquiring mining information from the Vendors which has been compiled by previous explorers on the Projects. Any inaccuracies in that information could adversely affect the Company's ability to implement its planned exploration program.

(ii) Joint Venture Risk

Upon completion of the Leeds Acquisition, the Company will be the holder of an 80% interest in the Leeds Projects Tenements, and consequently, Maverick Exploration will be the Company's joint venture partner in respect of that Project. the Company will have certain obligations under the JV Agreement, and there is a risk that it will not be able to perform these obligations.. If the Company breaches the JV Agreement, its interest in the Leeds Project may be diluted, which will affect the Company's ability to implement its exploration program and affect the Company's consolidated total assets.

(iii) Gold Price Risk

Gold prices fluctuate and are affected by numerous industry factors including demand for gold, forward selling by producers, production cost levels in major producing regions, and macroeconomic factors (such as inflation, interest rates, currency exchange rates and global and regional demand for, and supply of gold).

(c) Industry Specific Risks

(i) Exploration and Operating Risk

The tenements the subject of the Projects (Tenements) are at an early stage or exploration. Mineral exploration and development are high-risk undertakings and there can be no assurance that future exploration of the Tenements, or any other mineral licences that may be acquired in the future will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated

operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will depend upon:

• (A) the Company's ability to maintain title to the Tenements;
• (B) the Company being able to delineate economically mineable resources and reserves;
• (C) positive movements in the price of gold and exchange rate fluctuations;
• (D) the Company obtaining all consents and approvals (including environmental approvals) necessary to conduct its exploration activities; and
• (E) the successful management of development operations.

In the event that Company's exploration programs prove to be unsuccessful, this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of Tenements.

Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.

(ii) Resources and Reserves

There are currently no Resource or Reserve estimates in respect of the Projects. Reserve and Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature Resource and Reserve estimates are imprecise and depend to some extend on interpretations which may prove to be inaccurate.

(iii) Commodity Price Volatility and Exchange Rate Risk

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macroeconomic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of

exchange between the United States dollar and the Australian dollar as determined in international markets.

(iv) Environmental Risks

The operations and proposed activities of the Company in Australia are subject to State and Federal laws and regulation concerning the environment, and its operations in Sweden are subject to Swedish environmental laws and regulation. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

There is also a risk that environmental laws and regulations may become more onerous, making the Company's operations more expensive.

(v) Title Risks and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Interests in exploration licences in Sweden are governed by Swedish mining law. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. Additionally, Tenements are subject to periodic renewal. There is no guarantee that current or future tenements and/or applications for tenements or renewal of tenements will be approved.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

(vi) Exploration Costs

The exploration costs of the Company as set out in Section 8 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainty, and accordingly, the actual costs may materially differ from the estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

(vii) Mine Development

Possible future development of mining operations at the Projects is dependent on a number of factors including, but not limited to, the

acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production on any of the Projects, its operations may be disrupted by a number of risks and hazards which are beyond the control of the Company. No assurance can be given that the Company will achieve commercial viability through the development of the Projects.

The risks associated with the development of a mine will be considered in full, should the Projects reach that stage.

(d) General risks

(i) Additional requirements for capital

The funds to be raised under the Capital Raising are considered sufficient to meet the immediate objectives of the Company and implementation of the strategy detailed in Section 16. Additional funding may be required in the event costs exceed the Company's estimates and to effectively implement its business and operational plans in the future to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur. If such events occur, additional funding will be required.

Following completion of the Capital Raising, the Company may seek to raise further funds through equity or debt financing, joint ventures, or other means. Failure to obtain sufficient financing for the Company's activities may result in delay and indefinite postponement of their activities and strategy. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing may not be favourable to the Company and might involve substantial dilution to shareholders.

(ii) Reliance on key personnel

The Company's future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also depends on the continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company's business.

(iii) Economic and financial market risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company's securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• (A) general economic outlook;
• (B) interest rates and inflation rates;
• (C) currency fluctuations;
• (D) changes in investor sentiment toward particular market sectors;
• (E) the demand for, and supply of, capital; and
• (F) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(iv) Taxation

The acquisition and disposal of securities will have tax consequences which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring securities in the Company from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of acquiring or disposing of securities in the Company.

(v) Force majeure

The Company, now or in the future, may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(vi) Risk of high volume of Share sales

If Settlement occurs, the Company will have issued a significant number of new securities to various parties. The Vendors and others that receive Shares and Options as a result of the Proposed Acquisitions or the Capital Raising may not intend to continue to hold those Shares and Options and may wish to sell them on ASX (subject to any applicable escrow period). There is a risk that an increase in the amount of people wanting to sell Shares and Options may adversely impact on the market price of the Company's securities.

There can be no assurance that there will be, or continue to be, an active market for securities in the Company or that the price of those securities will increase. As a result, shareholders may, upon selling their securities in the Company, receive a market price for their securities that is less than the price of securities offered pursuant to the Capital Raising.

(vii) Trading price of Shares

The Company's operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities, including, but not limited to, general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the Shares.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company's market performance will not be adversely affected by any such market fluctuations or factors.

(viii) Government Policy Changes

Adverse changes in government policy or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in the jurisdictions where the Company's assets are or will be located may change, resulting in impairment of rights and possibly expropriation of the Company's properties without adequate compensation.

(ix) Litigation Risk

The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. The Company may also be involved in disputes with third parties in the future which may result in litigation. Should any such claim or dispute be determined not in the Company's favour, this may impact adversely on the Company's operations, financial performance and financial position.

As at the date of this announcement, the Company is not involved in any litigation.

(x) Insurance

The Company intends to obtain insurance for its operations in accordance with industry practice. However, the Company's insurance may not be of a nature or level to provide adequate insurance against all possible risks to

the Company. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on the Company.

Insurance of all risks associated with mineral exploration or production is not always available, and where available, the costs of such insurance may be prohibitive.

The above list of risk factors should not be taken as exhaustive of the risks faced by the Company or investors in the Company. The above risk factors, and others not specifically mentioned may in the future materially affect the financial performance of the Company and the value of securities in the Company. Securities in the Company carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities. Any investment in the Company is highly speculative.

The key dependencies influencing the viability of the Proposed Acquisitions are the Company's capacity to:

• (a) re-comply with Chapters 1 and 2 of the ASX Listing Rules to enable re-admission to quotation of the Company's securities; and
• (b) meet the objectives of the Company and implementation of the strategy detailed in Section 16.

18. Recent issues of securities

The Company has issued convertible notes to the value of $200,000 in the previous 6 months. These are convertible into a total of 47,013,699 Shares (pre-Consolidation) (or 9,402,739 Shares post-Consolidation). The Company intends to redeem the Convertible Notes for cash from the proceeds of the Capital Raising.

19. Accounts

A copy of the audited accounts of the Company for the financial year ended 30 June 2020 is available on the Company's website at www.ragnarmetals.com.au.

20. Re-compliance with ASX Listing Rules Chapters 1 and 2

Since the Proposed Acquisitions will result in a significant change to the nature and scale of the Company's activities, the Proposed Acquisitions will require the Company's shareholders' approval under ASX Listing Rule 11.1.2 and will also require the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3.

21. Shareholder approvals

A notice of meeting seeking shareholder approval for the resolutions required to give effect to the Proposed Acquisitions will be sent to the Company's shareholders in due course. It is expected that the Company's will convene a general meeting in February 2021 to facilitate Shareholder approval for matters in respect of the Proposed Acquisitions. Those approvals will include:

• (a) the change in nature and scale of the Company's activities;
• (b) the Consolidation of the Company's capital;
• (c) the issue of the Consideration Securities to the Vendors;
• (d) the issue of Shares and Options in connection with the Capital Raising;
• (e) the issue of Options to the Lead Manager;

• (f) the issue of Options to Directors; and
• (g) approval for Director participation in the Capital Raising; and
• (h) the adoption of an Employee Share Option Plan.

The Company's securities are currently suspended from quotation on ASX and, subject to shareholder approval being obtained, will remain suspended until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules and the Proposed Acquisitions have completed.

22. Regulatory approvals and waivers required

The Company intends to seek the following waivers and confirmations from ASX:

• (a) a waiver from ASX Listing Rule 2.1 (Condition 2) to enable it to issue Shares at $0.02 per Share;
• (b) a waiver from ASX Listing Rule 1.1 (Condition 12) to enable it to have Options on issue with an exercise price below $0.20; and
• (c) a waiver from ASX Listing Rule 10.13.5 to enable it to seek shareholder approval to issue any equity securities to be issued to Related Parties in conjunction with the Acquisitions (i.e., the Director Options, and any participation in the Capital Raising by related parties approved by Shareholders) later than one month after the date of the Meeting.

The Company expects that ASX will treat the Consideration Securities to be issued to the Vendors as restricted securities in accordance with Chapter 9 of the ASX Listing Rules.

23. Fees paid or payable in connection with finding, arranging or facilitating the Acquisitions

Other than as disclosed in this announcement, there are no fees payable to any person in connection with finding, arranging, or facilitating the Proposed Acquisitions or Capital Raising.

The consideration payable to the Vendors under the Acquisition Agreements is set out in Section 6, and the proposed fees payable to the Lead Manager in respect of the Capital Raising are set out in Section 7. The Company proposes to seek Shareholder approval for the issue of Director Options to the Directors as set out in Sections 11 and 20, but that proposed issue is not in connection with finding, arranging or facilitating the Proposed Acquisitions.

24. Regulatory requirements generally

The Company notes that:

• (a) the Proposed Acquisitions require shareholder approval under the ASX Listing Rules and therefore may not proceed if that approval is not forthcoming;
• (b) the Company is required to re-comply with ASX's requirements for admission and quotation and therefore the Proposed Acquisitions may not proceed if those requirements are not met;
• (c) ASX has an absolute discretion in deciding whether or not to re-admit the Company to the Official List and to quote its securities and therefore the Proposed Acquisitions may not proceed if ASX exercises that discretion; and
• (d) investors should take account of these uncertainties in deciding whether or not to buy or sell the Company's securities.

Furthermore, the Company:

• (a) notes that ASX takes no responsibility for the contents of this announcement; and
• (b) confirms that it is in compliance with its continuous disclosure obligations under ASX Listing Rule 3.1.

25. Due diligence

The Company has taken appropriate enquiries into the assets constituting and the liabilities appertaining to, and the prospects of, the Projects being acquired, for the Board to be satisfied that the Transaction is in the interest of the Company and its shareholders.

This announcement has been authorised for release by the Board.

For further information please contact:

Steve Formica Chairman RAGNAR METALS LIMITED

Tel: +61 418 920 474 Email: steve@formicagroup.com.au

Competent Persons Statement

The information in this release that relates to Exploration Results and Mineral Resources is based on information prepared by Leo Horn. Leo Horn is a member of the Australasian Institute of Geoscientists. Leo Horn is an employee of Ragnar Metals Limited and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 Edition of the JORC Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Leo Horn consents to the inclusion in the release of the matters based on their information in the form and context in which it appears.

Schedule 1 – Pro Forma Financial Information

Pro Forma Consolidated Statement of Financial Position

	Audited 30June 2020	Pro formaadjustments– Notes1andUnsecuredLoans2, 3,	Acquisition ofLeeds Projectand KenyaProject 4,5	CapitalRaising6	Unaudited Proforma
CurrentAssets
Cash andcashequivalents	142,060	388,000	(120,000)	4,850,000	5,260,060
Trade andotherreceivables	22,868				22,868
Total currentassets	164,928	388,000	(120,000)	4,850,000	5,282,928
Non-currentassets
Explorationandevaluationassets	307,309		250,000		557,309
Total noncurrentassets	307,309		250,000		557,309
Total assets	472,237	388,000	130,000	4,850,000	5,840,237
Currentliabilities			-
Trade andotherpayables	122,223	452,000	-	-	574,223
Total currentliabilities	122,223	452,000	-	-	574,223
Total	122,223	452,000	-	-	574,223
liabilities
Net assets	350,014	(64,000)	130,000	4,850,000	5,266,014
Equity

Issuedcapital	28,641,172		130,000	4,850,000	33,621,172
Reserves	851,677				851,677
Accumulatedlosses	(29,142,835)	(64,000)			(29,206,835)
Total equity	350,014				5,266,014

Notes

• 1. 200,000 Notes with a Face Value and Purchase Price of $1.00 each, and redeemable for a total of $240,000.
• 1. Loans of $200,000. Cash received net of 6% commitment fee. Repayment amount includes accrued interest of approximately $12,000.
• 1. Costs associated with Loans: 6% commitment fee
• 1. Cash consideration for Leeds Project ($80,000) and Kenya Project Tenements ($40,000)
• 1. Value of consideration for Leeds Project ($80,000 cash + 4,000,000 shares @ $0.02 = $160,000) and Kenya Project ($40,000 cash + 2,500,000 shares @ $0.02 = $90,000)
• 1. Gross amount of capital raising $5,500,000. Costs of offer estimated at $650,000.

The following tables are provided to ensure compliance with the JORC Code (2012) requirements for the reporting of the Leeds and Kenya Projects

Hole ID	From	To	Interval(m)	Goldg/t	Cut-off(g/t)	Au (g/t)x m	Comments
LRC001	50	59	9	0.4	0.2	3.6	Supergene mineralisation*
and	94	111	17	5.7	0.5	96.9	Primary mineralisation*
including	100	102	2	40.9	5.0	81.8	*resampled by Newcrest
LRC004	63	70	7	0.6	0.2	4.2	Supergene mineralisation*
and	74	78	4	17.5	1.0	70.0	Primary mineralisation*
including	77	78	1	40.9	20.0	40.9	*resampled by Newcrest
LDRC013	49	119	70	0.4	0.2	28.0	Supergene and primary mineralisation
including	63	64	1	3.3	1.0	3.3
PDR006	40	54	14	2.0	0.2	28.0	Supergene mineralisation
including	48	54	6	4.2	0.2	25.2
alsoincluding	52	54	2	11.7	5.0	23.4	*hole ended in high grademineralisation
LRC011	48	64	16	1.1	0.5	17.6	Supergene mineralisation*
including	56	57	1	5.0	5.0	5.0
and	93	99	6	3.5	0.5	21.0	Primary mineralisation*
including	98	99	1	20.0	5.0	20.0	*resampled by Newcrest
LDRC009	59	69	10	0.2	0.2	2.0	Supergene mineralisation
and	80	95	15	1.0	0.2	15.0	Primary mineralisation
including	93	94	1	11.6	5.0	11.6
LDRC004	105	115	10	1.2	0.5	12.0	Primary mineralisation
including	105	106	1	9.0	5.0	9.0
LDRC020	48	55	7	0.4	0.2	2.8	Supergene mineralisation
and	79	107	28	0.5	0.2	14.0	Primary mineralisation
including	79	80	1	4.5	2.0	4.5
and	100	101	1	4.9	2.0	4.9
PDR082	36	51	15	0.3	0.2	4.5	Supergene mineralisation
including	48	51	3	0.6	0.5	1.8	*hole ended in mineralisation
LRC007	47	62	15	0.2	0.2	3.0	Supergene mineralisation*
and	73	95	22	0.5	0.2	11.0	Primary mineralisation*
including	93	94	1	3.6	1.0	3.6	*resampled by Newcrest
LDDH001	104	106	2	0.6	0.5	1.2	Primary mineralisation
and	114	115	1	0.7	0.5	0.7	Primary mineralisation
and	234	236	1	3.3	1.0	3.3	Primary mineralisation

Table 1: Significant drilling intercepts at the Leeds Project

Hole_ID	EastAGD84z51	NorthAGD84z51	Dip	Azimuth	Elevation	Depth	Date	Company
LDDH001	388223.9	6506320.71	-60	270	328	266.7	2/09/1992	Newcrest
LDRC004	387922.92	6506825.71	-60	270	328	127.5	1/07/1995	Acacia
LDRC009	387967.16	6506624.79	-60	270	328	115	11/07/1995	Acacia
LDRC013	388085.63	6506523.94	-60	270	328	125	23/07/1995	Acacia
LDRC020	388186	6506326	-60	270	328	150	1/08/1996	Acacia
LRC001	388166.4	6506329.51	-60	270	328	126	2/09/1989	Metana
LRC004	388205	6506323	-60	270	328	111	2/09/1989	Metana
LRC007	388027.8	6506319.5	-60	90	328	148	3/11/1992	Newcrest
LRC011	388100.7	6506317.09	-60	90	328	114	17/12/1992	Newcrest
PDR006	388043.86	6506011.41	-90	0	328	54	22/11/1994	Acacia
PDR082	388623	6505400	-90	0	328	51	20/05/1995	Acacia

Table 2: Collar coordinates for drillholes at the Leeds Project where significant drilling intercepts are reported.

Table 3:Collar coordinates and significant nickel and copper intersections for drillholes at the
Granmuren Prospect where significant drilling intercepts are reported.

Hole ID	East(RT90)	North(RT90)	Dip	Azimuth	Depth(m)	From	To	Interval(m)	Cu(%)	Ni(%)
12DDTS001	1537133	6641572	-80	135	136	9.7	12.7	3.0	0.2	0.2
					and	20.7	32.7	12.0	0.2	0.2
					and	48.7	65.3	16.6	0.5	0.3
					including	48.7	54.3	5.6	0.7	0.3
					including	51.3	52.3	1.0	2.1	0.5
					and	83.3	86.3	3.0	0.1	0.1
12DDTS003	1537086	6641609	-80	135	123.7	34.6	76.9	42.3	0.3	0.3
					including	54.4	65.9	11.6	0.5	0.5
					including	55.4	55.9	0.5	1.3	0.6
					and	86.9	106.9	20.0	0.2	0.2
12DDTS004	1537057	6641639	-80	135	106.75			No significant assays

Appendix 1: Checklist of Reporting Criteria under JORC Code (2012)

Section 1: Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections).

Criteria	JORC Code explanation	Commentary
Samplingtechniques	Nature and quality of sampling (eg cutchannels, random chips, or specificspecialised industry standard measurementtools appropriate to the minerals underinvestigation, such as down hole gammasondes, or handheld XRF instruments, etc).These examples should not be taken aslimiting the broad meaning of sampling.Include reference to measures taken toensure sample representivity and theappropriate calibration of any measurementtools or systems used.Aspects of the determination ofmineralisation that are Material to the PublicReport. In cases where 'industry standard'work has been done this would be relativelysimple (eg 'reverse circulation drilling wasused to obtain 1 m samples from which 3kg was pulverised to produce a 30 g chargefor fire assay'). In other cases moreexplanation may be required, such aswhere there is coarse gold that has inherentsampling problems. Unusual commoditiesor mineralisation types (eg submarinenodules) may warrant disclosure of detailedinformation.	Sampling procedures adopted by various previous explorers atLeeds primarily utilise rotary air blast, reverse circulation anddiamond core rigs from which a 1-2 kg spear sample (RAB orRC) or half core (diamond) was pulverized to produce a 30-50 gcharge for fire assay with ICP- atomic absorption spectrometryanalysis for gold and Cu, Zn, Pb, Ag and As in some areasHistoric spear sampling and half core procedures areconsidered to be adequate for the style of gold deposit and forthe reporting of Exploration Results.Sampling procedures adopted by Ragnar Metals at theGranmuren Prospect utilise diamond BQ half core to geologicalboundaries where appropriate. Base metals are analysed by 4-acd digest with an ICP AES finish. Core cutting and samplepreparation is undertaken at ALS Minerals laboratory in Pitea,Sweden with base metals analysis at ALS Minerals Vancouver.The sampling techniques are considered to be adequate for thestyle of gold deposit and for the reporting of ExplorationResults.
Drillingtechniques	Drill type (eg core, reverse circulation,open-hole hammer, rotary air blast, auger,Bangka, sonic, etc) and details (eg corediameter, triple or standard tube, depth ofdiamond tails, face-sampling bit or othertype, whether core is oriented and if so, bywhat method, etc).	Leeds Project: Billiton in 1988 conducted rotary air blast (RAB)drilling. Metana from 1988-1990 conducted RAB and RCdrilling. Newcrest from 1990-1993 conducted diamond and RCdrilling utilising a VK600 multipurpose rig. Acacia from 1993-1996 conducted aircore, RAB and RC drilling.
		Granmuren Prospect: Ragnar Metals utilised diamond drilling(BQ diameter core).

Criteria	JORC Code explanation	Commentary
Drill samplerecovery	Method of recording and assessing coreand chip sample recoveries and resultsassessed.Measures taken to maximise samplerecovery and ensure representative natureof the samples.Whether a relationship exists betweensample recovery and grade and whethersample bias may have occurred due topreferential loss/gain of fine/coarsematerial.	Leeds Project: Newcrest (1990-1993) and Acacia (1993-1996):No recovery issues were reported during the drill programs.Sample representation is considered to be adequate for thereporting of Exploration Results. NB: Billiton (1988) andMetana (1988-1990): no reports available on WAMEXGranmuren Prospect: No recovery issues were reportedduring the drill programs. Sample representation is consideredto be adequate for the reporting of Exploration Results.
Logging	Whether core and chip samples have beengeologically and geotechnically logged to alevel of detail to support appropriate MineralResource estimation, mining studies andmetallurgical studies.Whether logging is qualitative orquantitative in nature. Core (or costean,channel, etc) photography.The total length and percentage of therelevant intersections logged.	Leeds Project: Newcrest (1990-1993) and Acacia (1993-1996):Simplified geological logs were recorded by the geologist on theRAB, AC, RC and logs for the entire length of all holes. Thelithological logs are considered to be adequate for the reportingof Exploration Results. NB: Billiton (1988) and Metana (1988-1990): no reports available on WAMEX.Granmuren Prospect: Detailed geological logs were recordedby the geologist on the drill core for the entire length of all holes
Subsamplingtechniquesand samplepreparation	If core, whether cut or sawn and whetherquarter, half or all core taken.If non-core, whether riffled, tube sampled,rotary split, etc and whether sampled wet ordry.For all sample types, the nature, quality andappropriateness of the sample preparationtechnique.Quality control procedures adopted for allsub-sampling stages to maximiserepresentivity of samples.Measures taken to ensure that the samplingis representative of the in-situ materialcollected, including for instance results forfield duplicate/second-half sampling.Whether sample sizes are appropriate tothe grain size of the material beingsampled.	Leeds Prospect: Newcrest (1990-1993): RC samples and reassays (Metana RC samples) were initially collected over 1metre intervals to collect a representative sample either byriffle split or spear sample. The samples were sent toGenalysis Laboratories in Perth for gold by 50 g fire assay andCu, Pb and Zn by AAS. Acacia (1993-1996):Percussionsamples were collected from the cyclone over 1 metre intervalsthen riffle split when dry or spear samples when wet to form arepresentative 2 kg sample. The samples were sent to AmdelLaboratories for fire assay and aqua regia AAS finnish analysisfor gold from a 50g sub sample. One standard and one blanksample were submitted every 100 samples. NB: Billiton (1988)and Metana (1988-1990): no reports available on WAMEX.However, the Metana assays were re-assayed and verified byNewcrest.Granmuren Prospect: Half BQ core taken utilising a diamondsaw. The quality of analytical results is monitored by the use ofinternal laboratory procedures together with certifiedstandards, duplicates and blanks and statistical analysis toensure that results are representative and within acceptableranges of accuracy and precision.The historic drilling and sampling procedures at both Leeds andGranmuren are considered to be the best practice at the time ofdrilling and are considered to be adequate for the reporting ofExploration Results.

Criteria	JORC Code explanation	Commentary
Quality ofassay dataandlaboratorytests	The nature, quality and appropriateness ofthe assaying and laboratory proceduresused and whether the technique isconsidered partial or total.For geophysical tools, spectrometers,handheld XRF instruments, etc, theparameters used in determining theanalysis including instrument make andmodel, reading times, calibrations factorsapplied and their derivation, etc.Nature of quality control proceduresadopted (eg standards, blanks, duplicates,external laboratory checks) and whetheracceptable levels of accuracy (ie lack of bias)and precision have been established.	Leeds Project: Acacia from 1993-1996 insertedstandard andblank samples every 30th and 32nd sample respectively toconduct quality control on the results received from the AmdelLaboratories. Assays are all within acceptable tolerance.Newcrest from 1990-1993 - QAQC procedures are notdocumented in the reports. NB: Billiton (1988) and Metana(1988-1990): no reports available on WAMEXGranmuren Prospect: Assay techniques are considered total.The quality of analytical results is monitored by the use ofinternal laboratory procedures together with certifiedstandards, duplicates and blanks and statistical analysis toensure that results are representative and within acceptableranges of accuracy and precision.
Verificationof samplingandassaying	The verification of significant intersectionsby either independent or alternativecompany personnel.The use of twinned holes.Documentation of primary data, data entryprocedures, data verification, data storage(physical and electronic) protocols.Discuss any adjustment to assay data.	Leeds Project: Newcrest from 1990-1993 conductedresampling and relogging of the Metana RC holes at 1 mintervals using more modern assay techniques at GenalysisLaboratories in Perth for gold by 50 g fire assay. The resultsupgraded the mineralised intersections in places. The moredetailed sampling at 1m intervals is considered morerepresentative. Acacia from 1993-1996 conducted duplicateassays approximately every 20th sample and submitted toAmdel Laboratories. All assays are within reasonable tolerancebesides one duplicate sample LDRC639564 (7.96 g/t Au) vsLDRC639565 (0.27 g/t) which suggest a coarse gold nuggeteffect in places. NB: Billiton (1988) and Metana (1988-1990): noreports available on WAMEX.Granmuren Prospect: Verification of significant intersectionshas not been completed. The results are consideredappropriate for the reporting of Exploration Results.
Location ofdata points	Accuracy and quality of surveys used tolocate drill holes (collar and down-holesurveys), trenches, mine workings andother locations used in Mineral Resourceestimation.Specification of the grid system used.Quality and adequacy of topographiccontrol.	Leeds Project: Newcrest (1990-1993) and Metana (1988-1990): Drill collars were recorded using a local grid which wasa resurrection of the Metana grid. More recent holes were sitedusing line of site from old collars and lines. Acacia (1993-1996): Original local grid lines were used but spatial controlwas maintained using a separate hybrid AMG survey andholes were tied to a centre base line. Stations wereestablished using Wild GPS200 DGPS with the standard basestation at Standard Survey Mark G15-5 (Edwin).Granmuren Prospect: Collar locations are taken using ahandheld GPS.

Criteria	JORC Code explanation	Commentary
Dataspacing anddistribution	Data spacing for reporting of ExplorationResults.Whether the data spacing and distribution issufficient to establish the degree ofgeological and grade continuity appropriatefor the Mineral Resource and Ore Reserveestimation procedure(s) and classificationsapplied.Whether sample compositing has beenapplied.	Leeds Project: RAB drilling was conducted at a nominal 25-50m grid spacing on lines spaced 100m apart. RC drilling wasdesigned to follow up significant RAB results on each section atvaried spacing between 15-50 m. RAB samples werecomposited to 4 m. RC samples were composited to 1m.Diamond samples were composited to variable widths 0.2-2mdepending on the geology observed.Granmuren Prospect: Drilling was conducted at 40 to 50 mspacing. Diamond samples were taken at 0.2-2m intervals thencomposited over various cut-off grades. Sample spacing andprocedures are considered appropriate for testing ofgeophysical anomalies and reporting of Exploration Results.
Orientationof data inrelation togeologicalstructure	Whether the orientation of samplingachieves unbiased sampling of possiblestructures and the extent to which this isknown, considering the deposit type.If the relationship between the drillingorientation and the orientation of keymineralised structures is considered tohave introduced a sampling bias, thisshould be assessed and reported ifmaterial.	Leeds Project: Shallow RAB drilling into the oxidised zone wasconducted with vertical holes or due east azimuth (090degrees). RC and diamond drilling azimuths are either due east(090 degrees) or due west (270 degrees). A sample bias in theoxidised/supergene zone is minimal since it is determined asflay-lying. A sample bias is unknown in the primary mineralisedzone since the mineralisation orientation is yet to be defined.Granmuren Prospect: Diamond drilling was conducted at 80degrees dip and 135 degrees azimuth (to the southeast) whichwas designed to test interpreted VTEM anomalies. A samplebias is unknown in the mineralised zone at Granmuren sincethe mineralisation orientation is yet to be defined.
Samplesecurity	The measures taken to ensure samplesecurity.	Leeds Project: Newcrest (1990-1993) and Acacia (1993-1996):No details of sample security were reported.Granmuren Prospect: Ragnar ensured that sample security wasmaintained to ensure the integrity of sample quality.
Audits orreviews	The results of any audits or reviews ofsampling techniques and data.	Audits and reviews have not been undertaken at Leeds andGranmuren.

Section 2: Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

Criteria	JORC Code explanation	Commentary
Mineraltenementand landtenurestatus	Type, reference name/number, location andownership including agreements or materialissues with third parties such as jointventures, partnerships, overriding royalties,native title interests, historical sites,wilderness or national park andenvironmental settings.The security of the tenure held at the time ofreporting along with any knownimpediments to obtaining a license tooperate in the area.	The Leeds Project, located 20 km south of Kambalda,comprises two granted prospecting licences P15/6017 andP15/6018 currently held by Maverick Exploration Pty Ltdwhich is under option by Ragnar Metals Limited. There areno known impediments to exploration on the projectlicenses.The Kenya Project, located 100 km south of Laverton,comprises two granted exploration licences E39/1998 andE39/2005 currently held by Maverick Exploration Pty Ltdwhich is under option by Ragnar Metals Limited. There areno known impediments to exploration on the projectlicenses.The Granmuren Prospect is located within the TullstaProject that comprise the Tullsta nr 8, nr 6 and nr 7 permitssituated near the townsite of Sala, 110 km northwest of theSwedish capital of Stockholm. Exploration licenses are100% held by Ragnar Metals. Renewal for Tullsta nr 6 iscurrently in progress. There are no known impediments toexploration on the project licenses.
Explorationdone byother parties	Acknowledgment and appraisal ofexploration by other parties.	The Leeds Project: Billiton (1988): Carried out 2476 m ofRAB drilling. Metana (1988-1990): Carried out 652 m or RCdrilling. Newcrest (1990-1993): Carried out 478 m of RCdrilling and 266.7 m of diamond drilling. Acacia (1993-1996):Carried out 3542 m of RC drilling and 8568m of RAB drilling.
		Granmuren Prospect: Ragnar Metals completed 9 diamonddrillholes in several drill programs from 2012 to 2013.
Geology	Deposit type, geological setting and style ofmineralisation.	The Leeds and Kenya Projects are situated in the Archeanaged Yilgarn Craton within the Norseman-WilunaGreenstone Belt shown on Figure 1 in the body of theannouncement.
		Mineralisation identified at Leeds is interpreted to beassociated with an orogenic shear zone style ofmineralisation hosted in the Archean-aged volcaniclasticrocks of the Black Flag group. Mineralisation style isinterpreted to be similar to the Invincible Deposit within theST Ives gold camp which is also hosted in the Black FlagGroup.
		The Granmuren Prospect occurs in the Bergslagen districtof Sweden which is interpreted to be the western extensionof the larger Karelia Nickel-Copper Province that extends toSouthern Finland and northwest Russia. The GranmurenProspect is interpreted to be similar style to other nickelcopper deposits in the province including Pechenga, Sakatti

Criteria	JORC Code explanation	Commentary
		and Kevitsa in Finland.
Drill holeInformation	A summary of all information material to theunderstanding of the exploration resultsincluding a tabulation of the followinginformation for all Material drill holes:easting and northing of the drill holeocollarelevation or RL (Reduced Level –oelevation above sea level in metres) ofthe drill hole collardip and azimuth of the holeodown hole length and interceptionodepthhole length.oIf the exclusion of this information is justifiedon the basis that the information is notMaterial and this exclusion does not detractfrom the understanding of the report, theCompetent Person should clearly explainwhy this is the case.	Summary tables of drill hole information for all projects areincluded in the body of the announcement
Dataaggregationmethods	In reporting Exploration Results, weightingaveraging techniques, maximum and/orminimum grade truncations (eg cutting ofhigh grades) and cut-off grades are usuallyMaterial and should be stated.Where aggregate intercepts incorporateshort lengths of high grade results andlonger lengths of low grade results, theprocedure used for such aggregation shouldbe stated and some typical examples ofsuch aggregations should be shown indetail.The assumptions used for any reporting ofmetal equivalent values should be clearlystated.	Composite assays reported for the Leeds Project arereported at cut-off grades of between 0.2 and 0.5 g/t Au andalso including higher grade intercepts over 5 g/t Au.Composite assays reported for the Granmuren Prospect arereported at cut-off grades of between 0.1 and 0.5% Cu andalso including higher grade intercepts over 1% Cu.
Relationshipbetweenmineralisation widths andinterceptlengths	These relationships are particularlyimportant in the reporting of ExplorationResults.If the geometry of the mineralisation withrespect to the drill hole angle is known, itsnature should be reported.If it is not known and only the down holelengths are reported, there should be aclear statement to this effect (eg 'down holelength, true width not known').	The true width of mineralisation has not yet been verified atLeeds and Granmuren. Additional drilling will be required toproperly assess the true thickness
Diagrams	Appropriate maps and sections (with scales)and tabulations of intercepts should beincluded for any significant discovery beingreported These should include, but not belimited to a plan view of drill hole collarlocations and appropriate sectional views.	See relevant maps in the body of this announcement.
Balancedreporting	Where comprehensive reporting of allExploration Results is not practicable,representative reporting of both low andhigh grades and/or widths should bepracticed to avoid misleading reporting ofExploration Results.	All available data has been presented in figures.
Othersubstantive	Other exploration data, if meaningful andmaterial, should be reported including (butnot limited to): geological observations;geophysical survey results; geochemical	Exploration data for all projects continue to be reviewed andassessed and new information will be reported if material.

Criteria	JORC Code explanation	Commentary
explorationdata	survey results; bulk samples – size andmethod of treatment; metallurgical testresults; bulk density, groundwater,geotechnical and rock characteristics;potential deleterious or contaminatingsubstances.
Further work	The nature and scale of planned furtherwork (eg tests for lateral extensions ordepth extensions or large-scale step-outdrilling).	Further work is detailed in the body of the announcement.
	Diagrams clearly highlighting the areas ofpossible extensions, including the maingeological interpretations and future drillingareas, provided this information is notcommercially sensitive.