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REACH RESOURCES LIMITED Capital/Financing Update 2021

Apr 15, 2021

65731_rns_2021-04-15_647ce0c4-a323-44d5-9306-679b51f62d40.pdf

Capital/Financing Update

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Proposed issue of securities

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Announcement Summary

Entity name

CERVANTES CORPORATION LIMITED

Announcement Type

New announcement

Date of this announcement

Friday April 16, 2021

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

Maximum Number of
ASX +security code +Security description +securities to be issued
n/a Options exercisable at $0.01 each, expiring 3 years from 134,002,075
date of issue.
CVS ORDINARY FULLY PAID 268,004,155

Ex date

Wednesday April 21, 2021

+Record date

Thursday April 22, 2021

Offer closing date

Monday May 17, 2021

Issue date

Friday May 21, 2021

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
n/a Options exercisable at $0.01 each expiring three years from 375,000,000
date of issue.

Proposed issue of securities

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Proposed issue of securities

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n/a Options exercisable at $0.01 each expiring three years from 625,000,000
date of issue.
CVS ORDINARY FULLY PAID 750,000,000
Proposed +issue date
Friday May 21, 2021
Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CERVANTES CORPORATION 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

Registration Number

ABN 79097982235

1.3 ASX issuer code

CVS

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday April 16, 2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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  • Non-renounceable

Proposed issue of securities

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CVS : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

CVS : ORDINARY FULLY PAID

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

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Proposed issue of securities

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Proposed issue of securities

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Proposed issue of securities
The quantity of additional +securities For a given quantity of +securities
to be issued held
1 2
What will be done with fractional Maximum number of +securities
entitlements? proposed to be issued (subject to
rounding)
Fractions rounded down to the nearest 268,004,155
whole number or fractions disregarded

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.00300

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

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)

Proposed issue of securities

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ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is 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? No Yes ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.01 each, expiring 3 years from date of issue.

+Security type Options Offer ratio (ratio of attaching securities at which the new +securities will be issued) The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 2 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or fractions disregarded 134,002,075 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

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

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Proposed issue of securities

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Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.0100

Expiry date

Tuesday May 21, 2024

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

CVS : ORDINARY FULLY PAID

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

One fully paid ordinary share (ASX: CVS)

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.

Refer Section 10.4 of Prospectus lodged on ASX 16 April 2021.

Part 3C - Timetable

3C.1 +Record date

Thursday April 22, 2021

3C.2 Ex date

Wednesday April 21, 2021

3C.4 Record date

Thursday April 22, 2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Friday April 23, 2021

3C.6 Offer closing date

Monday May 17, 2021

3C.7 Last day to extend the offer closing date

Wednesday May 12, 2021

3C.9 Trading in new +securities commences on a deferred settlement basis

Tuesday May 18, 2021

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3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors Wednesday May 19, 2021 3C.11 +Issue date Friday May 21, 2021

3C.12 Date trading starts on a normal T+2 basis

Monday May 24, 2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Wednesday May 26, 2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Westar Capital Limited AFSL 255789 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% 3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Westar Capital Limited

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Fully underwritten offers

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Underwriting fee - 6% of underwritten amount 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated (a) the S&P ASX 200 Index is at any time after the date of the Underwriting Agreement, for a period of not less than 3 trading days, 10% or more below its respective levels as at the close of business on the Business Day prior to the date of the Underwriting Agreement. (b) there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the underwriting agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan or the peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world. 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

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3E.2e (i) What is the name of that party?

Avost Holdings Pty Ltd and New York Securities Pty Ltd

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

Avost Holdings Pty Ltd: 9,681,333 shortfall shares for a total of $29,044

New York Securities Pty Ltd: 27,535,000 shortfall shares for a total of $82,605

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

4% of the maximum total subscription amount paid.

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds raised will be used towards exploration and evaluation of the Primrose Project, payment of liabilities, assessing new projects, expenses of the Capital raisings and working capital and corporate administration costs.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Only applicable in Australia or New Zealand.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Foreign shareholder restriction apply to the underlying beneficial holder of shares. Nominees, trustees and custodians must not apply on behalf of any beneficial holder that would not itself be an Eligible Shareholder. Shareholders who hold shares on behalf of persons who are resident outside Australia or New Zealand are responsible for ensuring that accepting the Offer and receiving securities does not breach any laws or regulations in the relevant overseas jurisdictions.

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.cervantescorp.com.au

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3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

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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 Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Monday May 17, 2021 Actual

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

CVS : ORDINARY FULLY PAID

Number of +securities proposed to be issued

750,000,000

Offer price details

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

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00300

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 $0.01 each expiring three years from date of issue. +Security type Options Number of +securities proposed to be issued 375,000,000 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

Free attaching

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

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Proposed issue of securities Proposed issue of securities
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 0.0100 Tuesday May 21, 2024
Details of the type of +security that will be issued if the option is exercised
CVS : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One fully paid ordinary shares (ASX:CVS)
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.
Refer section 10.4 of the prospectus lodged on ASX 16 April 2021.
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 are non CDIs)
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? Yes
No
ASX +security code
New class-code to be confirmed
+Security description
Options exercisable at $0.01 each expiring three years from date of issue.
+Security type
Options

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Number of +securities proposed to be issued

625,000,000

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 consideration being paid? +security? AUD - Australian Dollar AUD 0.00050

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 0.0100 Tuesday May 21, 2024 Details of the type of +security that will be issued if the option is exercised CVS : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX: CVS)

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.

Refer section 10.4 of the prospectus lodged on ASX 16 April 2021.

Part 7C - Timetable

7C.1 Proposed +issue date

Friday May 21, 2021

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

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

Monday May 17, 2021

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? 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? Westar Capital Limited - AFSL 255789 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% 7E.2 Is the proposed issue to be underwritten? Yes 7E.2a Who are the underwriter(s)? Westar Capital Limited 7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)? Fully underwritten Offers 7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)? 6% of the underwritten amount 7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated. (a) the S&P ASX 200 Index is at any time after the date of the Underwriting Agreement, for a period of not less than 3 trading days, 10% or more below its respective levels as at the close of business on the Business Day prior to the date of the Underwriting Agreement. (b) there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the underwriting agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan or the peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world. 7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue None

Part 7F - Further Information

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

Funds raised will be used towards exploration and evaluation of the Primrose Project, payment of liabilities, assessing new projects, expenses of the Capital raisings and working capital and corporate administration costs .

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

None

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