RAREX LIMITED — Capital/Financing Update 2020

Nov 12, 2020

Announcement Summary

Entity name RAREX LIMITED

Announcement Type

New announcement

Date of this announcement

Friday November 13, 2020

The Proposed issue is: A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +security code	+Security description	Maximum Number of+securities to be issued
n/a	Unquoted options exercisable at $0.15	10,000,000
REE	ORDINARY FULLY PAID	29,100,000

Proposed +issue date

Friday November 20, 2020

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

RAREX 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.

1.2 Registered Number Type

ABN

Registration Number

65105578756

1.3 ASX issuer code

REE

1.4 The announcement is

New announcement

1.5 Date of this announcement

Friday November 13, 2020

1.6 The Proposed issue is:

A placement or other type of issue

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue?

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to the entity

No

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

REE : ORDINARY FULLY PAID

Number of +securities proposed to be issued

29,100,000

Offer price details

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

In what currency is the cash consideration being paid?

What is the issue price per +security? AUD 0.10000

AUD - Australian Dollar

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 'Newclass' (+securities in a class that isnot yet quoted or recorded by ASX)or an 'Existing class' (additionalsecurities in a class that is alreadyquoted or recorded by ASX)?New class	Will the proposed issue of this+security include an offer ofattaching +securities?No
	Details of +securities proposed to be issued
	ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
	Have you received confirmation fromASX that the terms of the proposed+securities are appropriate andequitable under listing rule 6.1?No	Will the entity be seeking quotationof the 'new' class of +securities onASX?No
	ASX +security code	+Security description
	New class-code to be confirmed	Unquoted options exercisable at $0.15
	+Security type
	Number of +securities proposed to be issued10,000,000Offer price detailsAre the +securities proposed to be issued being issued for a cash consideration?No
	Please describe the consideration being provided for the +securities

Partial consideration for broking services

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

Options details

+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.1500	Thursday November 30, 2023

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

REE : ORDINARY FULLY PAID

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

One fully paid ordinary share (ASX: REE)

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.

Material terms of the options will be provided in a notice of meeting seeking ratification expected to be lodged with ASX prior to the end of November.

Part 7C - Timetable

7C.1 Proposed +issue date

Friday November 20, 2020

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?

10,000,000 options

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?

29,100,000 shares

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

The Company considers this to be an effective and efficient way to raise capital at this time.

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? 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?

Canaccord Genuity (Australia) Limited

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

2% management fee and 4% capital raising fee and 10,000,000 options exercisable at $0.15 each on or before 30 November 2023

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

Part 7F - Further Information

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

To fund the upcoming drilling program at the Company's Mt Weld North Project., to undertake additional exploration at Cummins Range Rare Earths Project and for general 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