RAPTOR METALS LTD — Capital/Financing Update 2024

May 20, 2024

Appendix 3B - Proposed issue of securities

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Update Summary

Entity name

EASTERN METALS LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

21/5/2024

Reason for update to a previous announcement

The Companys present Listing Rule capacity to issue equity securities without shareholder approval is approximately 20.6 million, consisting of 12.4 million (Listing Rule 7.1) plus 8.2 million (Listing Rule 7.1A).

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

EASTERN METALS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 29643902943

1.3 ASX issuer code

EMS

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

The Companys present Listing Rule capacity to issue equity securities without shareholder approval is approximately 20.6 million, consisting of 12.4 million (Listing Rule 7.1) plus 8.2 million (Listing Rule 7.1A).

1.4b Date of previous announcement to this update

20/5/2024

1.5 Date of this announcement

21/5/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 18/7/2024 Estimated No

Comments

16.4 million of Shares will be issued under the Listing Rules 7.1 (8.4 million) and 7.1A (8.0 million).

The Companys present Listing Rule capacity to issue equity securities without shareholder approval is approximately 20.6 million, consisting of 12.4 million (Listing Rule 7.1) plus 8.2 million (Listing Rule 7.1A).

The additional 14.85 million Shares agreed to be issued are subject to shareholder approval under Listing Rule 7.1. Taylor Collison acted as the sole lead manager for the Placement and, subject to shareholder approval for the purpose of Listing Rule 7.1, Taylor Collison or its nominees will be granted 5,000,000 unlisted Broker Options. Each Broker Option provides the right for the holder to be issued one (1) Share upon payment of an exercise price of AUD0.06 per Share, expiring three (3) years from the date of issue.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

EMS : ORDINARY FULLY PAID

Number of +securities proposed to be issued

31,250,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash

What is the issue price per

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Appendix 3B - Proposed issue of securities

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consideration being paid? +security? AUD - Australian Dollar AUD 0.03200 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code	+Security description
New class-code to be confirmed	OPTION EXPIRING THREE YEARS AFTER ISSUE EX $0.06
+Security type
Options
Number of +securities proposed to be	issued
5,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities Part consideration for Taylor Collison to act as lead manager for the Placement.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

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Appendix 3B - Proposed issue of securities

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Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0600 19/7/2027

Details of the type of +security that will be issued if the option is exercised

EMS : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

5,000,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

https://easternmetals.com.au/

Part 7C - Timetable

7C.1 Proposed +issue date

19/7/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

8,360,000

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

8,040,000

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

Eastern Metals Limited considered the interests of different stakeholders and decided that a placement is in their best interests at this time. The Companys ability to quickly raise funds efficiently during periods of high share market volatility is vital to fund Company activities.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?

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Appendix 3B - Proposed issue of securities

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No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Taylor Collison Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

A management fee being 3% of total proceeds, plus a selling fee being 3% of total proceeds.

Subject to shareholder approval, Taylor Collison or its nominees will be granted 5,000,000 unlisted options (Broker Options). Each Broker Option provides the right for the holder to be issued one (1) Share upon payment of an exercise price of $0.06 per Share, expiring three (3) years from the date of issue.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

ASX fee AUD4,021

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The proceeds of the placement will be used to accelerate the Companys exploration activities across its highly prospective portfolio of copper and base metal projects in the Northern Territory and Cobar Basin, NSW and working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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