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REDIVIUM LIMITED Capital/Financing Update 2020

Nov 29, 2020

65703_rns_2020-11-29_5371dc7c-7d62-44fe-a03e-064e0965be71.pdf

Capital/Financing Update

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30 November 2020

Share Purchase Plan (SPP) Closing Date

Hannans Ltd ( Hannans or the Company ) is pleased to announce that the closing date for the SPP has been extended though to Friday, 18 December 2020.

The new closing date provides Hannans shareholders with additional time to consider the positive implications of the Southern Cross Gold & Nickel Project and Fraser Range Nickel Project agreements announced today and provide the Company with time to receive, and release pending exploration results.

SPP Issue Price – 20% Discount

The SPP issue price will be determined at the end of offer period but will be a 20% discount to the volume weighted average share price in the five days prior to the SPP closing. If you would like a new Application Form please email [email protected].

Funds raised from the SPP will be allocated towards making a discovery of:

  • nickel and gold at the new Southern Cross project;

  • nickel-copper-PGE at the significantly expanded Fraser Range project;

  • nickel at Forrestania;

  • nickel-copper and gold at Moogie; and or

  • lithium at Mt Holland.

The number of shares that will be issued to Shareholders is calculated by dividing the application amount by the issue price. Shareholders can apply for Shares to the value of either:

$2,000; $5,000; $10,000; $15,000; $20,000; $25,000; or $30,000.

The right to participate is available exclusively to Hannans shareholders who were registered holders at 5pm (WST) on 30 October 2020 and whose registered address is in Australia or New Zealand.

If shareholders would like to participate in the SPP the simplest method is to use BPAY®. The BPAY® reference number can be found on your personalised Application Form. Full terms and conditions of the SPP are attached.

Please consider all the information and discuss the SPP with your professional adviser before deciding whether to invest.

This ASX announcement has been authorised for release by Mr Damian Hicks, Executive Director.

Damian Hicks

Executive Director

www.hannans.com

@HannansLtd Hannans_Ltd [email protected]

Level 12, 197 St Georges Terrace, Perth, Western Australia

ASX: HNR ABN: 52 099 862 129

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Share Purchase Plan (SPP) 2 November 2020 (Updated 30 November 2020)

www.hannans.com

@HannansLtd Hannans_Ltd

[email protected]

Level 12, 197 St Georges Terrace, Perth, Western Australia

ASX: HNR ABN: 52 099 862 129

IMPORTANT INFORMATION

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UPDATED
OFFER
DETAILS
20% discount to the volume
weighted average price in the
Issue Price five days prior to the Closing
Date (including the day the
offer closes)
Record Date 5pm (WST), 30 October 2020
Announcement
date, cleansing
2 November 2020
notice and
Appendix 3B
Open Date 2 November 2020
NEW Closing Date 5pm (WST), 18 December 2020
Result Date 21 December 2020
Issue Date 22 December 2020
Despatch of
Holding 24 December 2020
Statements
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SPP Participation
Offer Value
A $2,000 (minimum)
B $5,000
C $10,000
D $15,000
E $20,000
F $25,000
G $30,000 (maximum)
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HOW TO APPLY

Option 1 (preferred): BPAY®

Make a BPAY® payment by using the Biller Code and Reference Number shown on your Application Form. If you make your payment using BPAY® you do not need to return your Application Form. BPAY® payments received before 5pm (WST) on Friday, 18 December 2020 will be accepted. If you have multiple holdings you will have multiple BPAY Reference Numbers and can therefore make multiple applications with each unique Reference Numbers. If you would like a new Application Form please email [email protected].

Option 2: Cheque, bank draft or money order

If possible, please use BPAY. If this is not possible please complete the enclosed Application Form and send it together with your payment by cheque made payable to “Hannans Ltd” to the Company’s share registry. Your Application Form and Cheque need to be received by the share registry prior to 5pm (WST) on Friday, 18 December 2020.

By mail or post

Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001 Australia

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TERMS AND CONDITIONS OF THE SPP

1. PURPOSE

The purpose of the Shares Share Purchase Plan (SPP) is to offer shareholders of Hannans Ltd (ACN 099 862 129) (Hannans or Company) the opportunity to acquire additional fully paid ordinary shares in Hannans (Shares) up to a maximum value of $30,000.

2. IMPORANT OFFER DATES

The offer under the SPP opens on 2 November 2020 and closes at 5.00pm (WST) on Friday 18 December 2020.

3. ELIGIBLE SHAREHOLDER

Holders of Shares who are registered with an Australian or New Zealand address as at 5pm (WST) on 30 October 2020 are eligible shareholders ( Eligible Shareholders ) and may participate in the SPP unless such registered shareholder holds Shares on behalf of another person who resides outside Australia or New Zealand. Due to foreign Shares laws, it is not practical for shareholders resident in other countries to be offered the opportunity to participate in the SPP.

4. ISSUE PRICE OF SPP

The issue price will be a 20% discount to the VWAP in the five days prior to the close of the SPP (including the date of close) (Issue Price). The Issue Price will be confirmed and announced by the Company the day after the closing date of the SPP.

5. APPLICATION AND NOTICES

Eligible Shareholders will receive a letter in the post inviting them to subscribe for Shares under the SPP, accompanied by these Terms and Conditions of the SPP and an Application Form. The maximum limit of $30,000 worth of Shares applies to you even if you receive more than one SPP. All Application Monies must be paid in Australian dollars. Applications will not be accepted after the closing date of the offer. Over subscriptions to an offer may be refunded without interest.

6. PRICE RISK FACTORS

On the last trading day immediately prior to the announcement date of the SPP, the closing price of the Shares traded on ASX was 0.7 cents. The market price of Shares in Hannans may rise and fall between the date of the SPP and the date that any Shares are issued to you as a result of your application under the SPP.

By making an application under this offer and applying for Shares under the SPP, each Eligible Shareholder will be acknowledging that although the purchase price per Share is at a discount to the market price as traded on ASX, Shares are a speculative investment and the price of Shares on ASX may change between the date of Hannans announcing the SPP and the date of issue of Shares under the SPP and that the value of the Shares received under the SPP may rise or fall accordingly.

The Board recommends that you obtain your own financial advice in relation to the offer and consider price movements of Shares in Hannans prior to making an application under the SPP.

7. TRANSACTION COSTS

The only cost associated with the SPP is the Issue Price for the number of Shares for which you wish to subscribe. You do not have to pay for brokerage, commission or other transaction costs which would normally apply when you acquire Shares on market.

8. DIRECTORS’ PARTICIPATION

Subject to ASX Listing Rule 10.12 Exception 8 being satisfied at the date of the issue of the Shares, Directors who are Eligible Shareholders may (without having to obtain prior Shareholder approval), participate in the SPP, on the same terms as all other Eligible Shareholders.

9. RAISING AMOUNT AND SCALE BACK

The Company seeks to raise approximately $1.135 million. The Company reserves absolute discretion regarding the final amount raised under the SPP. In the event the SPP is oversubscribed by the closing date, the Directors may, in their absolute discretion, scale-back applications. If the Company rejects or scales-back an application or purported application, the Company will promptly return to the applicant the relevant application monies, without interest.

10. ISSUE OF SHARES

The number of Shares that will be issued will be determined by dividing the application amount by the Issue Price rounded down to the nearest whole Share.

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Shares to be issued under the SPP will be issued as soon as reasonably practicable after the closing date specified by the Directors of the Company in the offer letter (or as otherwise announced by the Company if that date is extended).

Shares issued under the SPP will rank equally in all respects with all other fully paid ordinary shares in the Company from the date of issue.

Shareholding statements or CHESS notification will be issued in respect of all Shares issued under the SPP. The Company will, promptly after the issue of Shares under the SPP, make application for those Shares to be listed for quotation on the official list of ASX.

11. ACKNOWLEDGEMENT

By submitting an Application Form with a cheque, bank draft, money order or preferably making a payment via BPAY®, you:

  • (a) will be deemed to have warranted and represented that you are an Eligible Shareholder and are eligible to participate in the SPP;

  • (b) irrevocably and unconditionally agree to the SPP Terms & Conditions and the terms of the Application Form;

  • (c) acknowledge that your application will be irrevocable and unconditional;

  • (d) certify and represent to the Company that you have not applied for more than $30,000 under the SPP;

  • (e) certify that the total of the applications for the following does not exceed $30,000:

  • (i) the Shares the subject of your application; and

  • (ii) any other Shares which you have instructed a Custodian to acquire on your behalf under the SPP;

  • (f) agree to be bound by the Company's constitution;

  • (g) authorise the Company, and its officers and agents, to correct minor or easily rectified errors in, or omissions from, your Application Form and to complete the Application Form by the insertion of any missing minor details; and

  • (h) have not distributed this document or any other documents relating to the SPP to, any person in the United States. Failure to comply with these restrictions may result in violations of applicable securities laws.

12. DISPUTE RESOLUTION

The Company may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant, application or Shares. The decision of the Company in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.

The Company reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of the Company under these conditions may be exercised by the directors of the Company or any delegate of the directors of the Company.

13. MODIFICATION AND TERMINATION

The Company may modify or terminate the SPP at any time. The Company will notify ASX of any modification to, or termination of, the SPP. The omission to give notice of any modification to, or termination of, the SPP or the failure of ASX to receive such notice will not invalidate the modification or termination.

Without limiting the above, the Company may issue to any person fewer Shares than the person applied for under the SPP if the issue of Shares applied for would contravene any applicable law or the Listing Rules of ASX.

14. PRIVACY

By receiving completed Application Forms, the Company collects personal information about Shareholders. The Company will use this information for the purposes of processing the Application Form and updating the records of the Company. To the extent restricted by law, the Company will not disclose personal information about a Shareholder to a third party. To the extent permitted by law, Shareholders can access, upon request, personal information about them by the Company.

15. NEW ZEALAND SHAREHOLDERS

The Shares offered under the SPP are not being offered or sold to the public within New Zealand other than to existing shareholders of Hannans with registered addresses in New Zealand and to whom the offer is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

This document has not been registered, filed with, or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under

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New Zealand Law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

16. JOINT HOLDERS

If two or more persons are on the Register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification given by any of them is taken to be a certification given by all of them.

17. CUSTODIANS, TRUSTEES AND NOMINEES

If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings apply.

If you are an Eligible Shareholder and hold Shares as a custodian (as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (refer below) (Custodian)), you may apply for up to the maximum of $30,000 worth of Shares for each beneficiary for whom you act as custodian provided you annexe to your Application Form a certificate to Hannans (Custodian Certificate), which certified matters required by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.

Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate and if you would like further information on how to apply, you should contact Company’s Share Registry at any time from 8.30am to 5.00pm (WST time) Monday to Friday during the Offer period.

The Company reserves the right to reject any application for Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these Terms and Conditions.

18. FOREIGN OFFER RESTRICTIONS

This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

19. OFFER

If you choose not to participate in the SPP, your right to participate lapses at the Closing Date of the offer under the SPP.

The offer under the SPP is:

  • (a) non-renounceable and non-transferable and, therefore, Eligible Shareholders cannot transfer their right to purchase SPP Shares under the offer to a third party; and

  • (b) made to each Eligible Shareholder (whether you are a Custodian or hold Shares on your own account) on the same terms and conditions.

The offer of Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2109/547 which provides relief from the requirement for the Company to provide a prospectus when offering Shares to existing shareholders of a company pursuant to a share purchase plan.

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