RAIDEN RESOURCES LIMITED — Capital/Financing Update 2018

Feb 21, 2018

Tel (08) 9486 7244 Fax (08) 9463 6373

A.C.N 009 161 522 LIMITED (TO BE RENAMED RAIDEN RESOURCES LIMITED)

ACN 009 161 522

15 February 2018

PRE-REINSTATEMENT DISCLOSURE

The following information is required to be provided to ASX Limited ( ASX ) for release to the market in connection with the official quotation of fully paid ordinary shares ( Shares ) in A.C.N 009 161 522 Limited (to be renamed Raiden Resources Limited) (the Company) . Capitalised terms not defined in this announcement have the meanings given to them in the Company’s prospectus dated 13 December 2017 (and lodged with the Australian Securities and Investments Commission on that date) ( Prospectus ).

Capital Structure

The Company confirms that upon reinstatement the capital structure of the Company will be as follows:

Number	SecurityDescription
410,430,79662,500,00062,500,00075,000,00032,000,00018,000,000	FullyPaid OrdinarySharesClass A Performance SharesClass B Performance SharesClass C Performance SharesUnquoted options exercisable at$0.02 each on or before 3years from issue dateUnquoted options exercisable at$0.02 each on or before 3years fromquotation

Statement of Restricted Securities

The Company advises the following securities are classified as restricted securities by the ASX:

NumberType	NumberType	Escrow Period
New escrowed securities108,550,000Fully Paid Ordinary Shares6,450,000FullyPaid OrdinaryShares5,375,000Class A Performance Shares5,375,000Class B Performance Shares		24 months from the re-commencement of officialquotation12 months from the date of issue12 months from the date of issue12 months from the date of issue
6,450,000	Class C Performance Shares	12 months from the date of issue
57,125,000	Class A Performance Shares	24 months from the re-commencement of officialquotation
57,125,000	Class B Performance Shares	24 months from the re-commencement of officialquotation
68,550,000	Class C Performance Shares	24 months from the re-commencement of officialquotation

Tel (08) 9486 7244 Fax (08) 9463 6373

A.C.N 009 161 522 LIMITED (TO BE RENAMED RAIDEN RESOURCES LIMITED) ACN 009 161 522

Number	Type		Escrow Period
New escrowed securities
32,000,000	Unquoted options exercisable at$0.02 each on or before 3 yearsfrom issue		12 months from the date of issue
18,000,000	Unquoted options exercisable at$0.02 each on or before 3 yearsfrom issue		24 months from the re-commencement of officialquotation

Confirmations

The Company confirms as follows:

1. The Company confirms satisfaction of the conditions precedent to the Offers , the close of each of the Offers and the issue of the following securities under the offers:

   • a) 250,000,000 fully paid ordinary shares at an issue price of $0.02 per share under the Public Offer;

   • b) 75,000,000 fully paid ordinary shares and 200,000,000 performance shares to the vendors of Timok Resources Pty Ltd under the Consideration Offer;

   • c) 40,000,000 fully paid ordinary shares and 13,000,000 options under the Facilitator Offer; d) 32,000,000 free attaching options under the Attaching Options Offer; and

   • e) 5,000,000 fully paid ordinary shares and 5,000,000 options under the Convertible Notes Offer.

2. The Company confirms the satisfaction of the conditions precedent and completion of the Acquisition Agreement pursuant to which the Company has acquired 100% of the issued capital of Timok Resources Pty Ltd.

3. The Company confirms the satisfaction of the conditions precedent and completion of the Option Deeds pursuant to which Timok has acquired 100% of both Skarnore and Kingston.

4. The Company confirms that there have been no material subsequent events to alter the Company’s consolidated pro forma statement of financial position as detailed in the Prospectus.

5. The Company confirms that it is in compliance with the Listing Rules, and in particular, Listing Rule 3.1.

The Company further advises that:

1. There are no legal, regulatory, statutory or contractual impediments to the Company entering the Donje Nevlje, Velika Zupa, Zapadni Majdanpeck, Majdanpeck pojas and Tilva Njagra 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 Listing rule 1.3.2(b).

2. There have been no changes to the disclosures in the Prospectus in relation to the status of the Pirot, Bor, Junzi Bor and Istocni Veliki Krivelj licences under application.

Tel (08) 9486 7244 Fax (08) 9463 6373

A.C.N 009 161 522 LIMITED (TO BE RENAMED RAIDEN RESOURCES LIMITED) ACN 009 161 522

1. As at the date of reinstatement of its securities to official quotation, the extent to which the Company will depart from the recommendations set by the ASX Corporate Governance Council is as set out in sections 10.7 and 10.8 of the Prospectus.

2. An updated statement of commitments is provided below:

Allocation of funds1	Amount($)	%
Expenditure on Majdanpek Project	834,487	15%
Expenditure on Donje Nevlje Project	1,093,993	19%
Expenditure on Stara Planina	0	0%
Expenditure on Zupa Project	465,974	8%
Expenditure on Pirot Project	0	0%
Expenditure on Bor Project	88,208	2%
Sub-total Exploration	2,482,662	43%
Costs associated with the Acquisition	240,095	4%
Repayment of DOCA to Syndicate	440,000	8%
Expenses of the offer	446,695	8%
General working capital2	2,130,548	37%
TOTAL	5,740,000	100%

1. The Company notes that the Licences for the Zupa Project and part of the Bor Project remain in the application phase. The Company has no reason to believe that the applications will not be granted. Funding allocated to the Bor Project in the table above is currently only allocated to the Company's granted tenure within that Project. If and when the Licence applications in the Bor Project are granted, funding currently allocated to the 1 granted Bor Licence will be reallocated on a pro-rata basis across all granted Licences in the Bor Project. If and when any of the applications making up the Pirot Project are granted, $163,351 of the funding currently allocated to the Donje Nevlje Project will be reallocated to the granted Pirot Project Licences on a pro-rata basis.

2. The Company also notes that in the event that the negotiations referred to in the Prospectus result in a joint venture being entered into over the Zapadni Majdanpek, Donje Nevlje and Majdanpek Pojas Licences, it is likely that the Partner will be responsible for sole funding those licences. If this is the case, the Company intends to reallocate the funding allocated to those Licences to exploration on its other granted Licences on a pro-rata basis.

3. General working capital will be utilised by the Company to pay for the corporate and administration costs of the Company generally and for cost overruns in forecast expenditures (if any).

Tel (08) 9486 7244 Fax (08) 9463 6373

A.C.N 009 161 522 LIMITED (TO BE RENAMED RAIDEN RESOURCES LIMITED) ACN 009 161 522

10. ASX has granted the Company a waiver from listing rule 1.1 condition 12. The terms of the waiver is as follows:

• “ ASX Grants a waiver from listing rule 1.1 condition 12 to the extent necessary to permit the exercise price of the Convertible Note Options issued in conjunction with the Convertible Note Shares not to be at least $0.20, on the following conditions.

  • i. Security holders specifically approved the exercise price of the Convertible Note Options as part of the approvals obtained under listing rule 11.1.2 for the Acquisition.

  • ii. The terms and conditions of the Convertible Note Options are clearly disclosed in the notice of meeting pursuant to which the Company obtained the approval required under listing rule 11.1.2 in respect of the Acquisition (“Notice”) and in the prospectus issued in respect of the Public Offer (“Prospectus”).

  • iii. The terms of this waiver are immediately disclosed to the market.”

For further information, please contact:

Kyla Garic

Company Secretary Tel: 0410 165 743