RESOLUTION MINERALS LTD — Capital/Financing Update 2024

Dec 9, 2024

10 December 2024

PLACEMENT TO PROGRESS EXPLORATION

Resolution Minerals Ltd ( RML or Company ) (ASX: RML ) is pleased to announce it has received firm commitments for a placement of fully paid ordinary shares in the Company ( Shares ) to sophisticated investors to raise a total of $300,000 (before costs) at an issue price of $ 0.01 per Share ( Placement ) to progress exploration of the Company’s exploration projects.

Participants in the Placement will also be issued one option to acquire Shares ( Option ) for every two (2) Share issued under the Placement, for no additional consideration – the issue of Options will be subject to shareholder approval. The Options will have an exercise price of $0.018 per Share and expiry of 31 July 2028 – key terms included in this announcement. The Company will seek to issue these options as a new listed class in future.

Funds received from the $0.3 million Placement will be used to progress exploration at the Company’s exploration projects, business development and for working capital purposes.

A total of 30,000,000 shares will be issued at $0.01 per share to raise $300,000 under the Company’s 15% placement capacity under Listing Rule 7.1.

Oakley Capital Partners acted as Lead Manager and will be paid a fee of 6% and 15,000,000 fee Options under the Placement, subject to shareholder approval. The Company has also agreed to issue Oakley 11,250,000 broker shares for additional advisory services which will be issued subject to shareholder approval.

Authorised for release by the board of Resolution Minerals Ltd.

For further information, please contact Aharon Zaetz Executive Director.

Aharon Zaetz Executive Director Resolution Minerals Ltd

Level 4, 29 King William Street Adelaide SA 5000 www.resolutionminerals.com

ASX RELEASE

Key terms of Options

• (a) Each Option will entitle the holder ( Optionholder ) to subscribe for one fully paid ordinary share ( Share ) in Resolution Minerals Ltd (ACN 617 789 732) ( Company or RML ) (subject to possible adjustments referred to in paragraphs (j), (k) and (l) below).

• (b) Each Option is exercisable at any time before 5:00pm Australian Central Standard Time (ACST) on 31 July 2028 ( Expiry Date ).

Options not exercised by that time will lapse.

• (c) The exercise price of each Option is 1.8 cents ($0.018) ( Exercise Price ).

• (d) Applicants will receive an exercise notice at the same time that they receive a holding statement in respect of the Options ( Exercise Notice ). Options are exercisable by completing and delivering an Exercise Notice to the Company, delivered to the registered address of the Company and accompanied by the full payment of the Exercise Price in cleared funds.

• (e) Some or all of the Options may be exercised at any one time or times prior to the Expiry. Options must be exercised in respect of a minimum of 100,000 Options except where an Option holder holds less than 100,000 Options, in which case all options held by that Option holder must be exercised.

• (f) Shares issued pursuant to the exercise of any of the Options will rank in all respects on equal terms with the existing Shares in the Company at that time.

• (g) The Company will seek to have the Options admitted to the official list of ASX and the Options will be listed on ASX if approved. If the Company is still admitted to the ASX’s official list at the time of exercise, the Company will make application for new Shares allotted on exercise of the Options to be admitted to the official list of entities maintained by ASX.

• (h) Each Option will be freely transferable at any time before the Expiry Date in any manners permitted by the Corporations Act.

• (i) Options will not entitle the Optionholder to participate in any new issue of securities by the Company unless the Option has been duly exercised prior to the relevant record date.

• (j) If, prior to the Expiry Date of the Options, there is a bonus issue to the holders of Shares:

• (i) the number of Shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

• (k) If, prior to the Expiry Date the issued capital of the Company is reorganised, the rights of the Optionholder may be varied to comply with the Corporations Act and ASX Listing Rules which apply at the time of the reconstruction.

• (l) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to holders of Shares after the date of issue of the Options, then the Exercise Price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

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