RAREX LIMITED — Capital/Financing Update 2023

May 4, 2023

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

RAREX LIMITED

Announcement Type

New announcement

Date of this announcement

5/5/2023

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Options exercisable at $0.0675	5,555,555
confirmed
REE	ORDINARY FULLY PAID	11,111,111

Proposed +issue date 30/6/2023

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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.

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

ABN

Registration Number

65105578756

1.3 ASX issuer code

REE

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

5/5/2023

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 23/6/2023 Estimated

Comments

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? Yes

Details of +securities proposed to be issued

ASX +security code and description

REE : ORDINARY FULLY PAID

Number of +securities proposed to be issued

11,111,111

Offer price details

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

Proposed issue of securities

3 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.04500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.0675 +Security type Options Number of +securities proposed to be issued 5,555,555

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

Free attaching options

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Proposed issue of securities

4 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0675 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.

Full details will be lodged with ASX in the notice of meeting to be lodged in due course.

Part 7C - Timetable

7C.1 Proposed +issue date

30/6/2023

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 23/6/2023

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?

==> picture [8 x 7] intentionally omitted <==

Proposed issue of securities

5 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 and Bell Potter Securities Limited acted as Joint Lead Managers.

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

The Company will pay a management fee equal to 4.0% of the proceeds and a selling fee equal to 2.0% of the proceeds.

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 continued development of the Cummins Range REE-Phosphate 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

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 +disclosure document or +PDS for the +securities proposed to be issued

Proposed issue of securities

6 / 6