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RESOLUTION MINERALS LTD — Capital/Financing Update 2025
Sep 17, 2025
65717_rns_2025-09-17_7349ddfb-bc4b-44cd-9920-aa064bccfb84.pdf
Capital/Financing Update
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18 September 2025
SUCCESSFUL HEAVILY SUPPORTED PLACEMENT TO RAISE $25.1 MILLION
Highlights
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Commitments received for a successful placement of $25.1 million at $0.05 per share
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Placement supported by a range of high net worth and global institutions including John Hancock’s Family Office, Astrotricha Capital SEZC and S3 Consortium (Stocks Digital), as well as director participation of $200,000
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The placement has institutionalised the Company’s register, including $7.75m cornerstoned by high-calibre, supportive and value-add local and international investor groups
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RML’s medium term work programs and working capital requirements are now fully funded
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RML balance sheet strengthened ahead of the proposed NASDAQ listing
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RML is aiming to become a major player in the US critical minerals space and is aiming to meet the needs of the current White House Administration’s and the Department of War’s critical mineral US national security supply requirements
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 $25.1 million (before costs) at an issue price of $ 0.05 per Share ( Placement ).
Of the total $25.1 million placement funds, $18,400,000 (Tranche 1) will be settled on or around 26 September 2025, and the remaining $6,700,000 (Tranche 2) (total of $25.1 million) is anticipated to settle within approximately 60 days, and following the next shareholder meeting.
Subject to receipt of shareholder approval in a general meeting (anticipated mid November 2025), participants in the Placement will also be issued one (1) option for every two (2) Shares issued under the Placement, for no additional consideration. The Options will have an exercise price of $0.10 per Share and expire on 30 November 2029 – key terms included in this announcement ( Option ). The Options will be listed, subject to ASX listing requirements being met.
The Placement will be conducted via two (2) tranches, as follows:
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(a) Tranche 1: 422,000,000 Shares as follows:
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(i) 150,000,000 Shares will be issued under the Company’s existing pre-approved placement capacity that was approved by shareholders at the general meeting held on 25 July 2025; and
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(ii) 272,000,000 Shares will otherwise be issued under the Company’s Listing Rule 7.1 & 7.1A capacity (146,542,986 Shares under Listing Rule 7.1 and 125,457,014 Shares under Listing Rule 7.1A); and
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(b) Tranche 2: subject to shareholder approval under Listing Rule 7.1, via the issue of 80,000,000 Shares and up to 251,000,000 attaching Options (subject to rounding).
Level 4, 29 King William Street Adelaide SA 5000 www.resolutionminerals.com
ASX RELEASE
The Company’s 15-day VWAP (for the purposes of the 10% placement capacity calculation) is $0.0563 per Share and the Placement price represents an 11.2% discount to the VWAP.
The directors will participate for $200,000 in the Placement, with their participation being subject to shareholder approval at the next shareholder meeting, included in the total amount being raised.
The Company will issue a further 3,437,500 Options to S3 Consortium Pty Ltd for investor relations services, subject to shareholder approval.
The shareholder meeting to approve 80,000,000 shares to be issued under Tranche 2 of the Placement and participation by the directors is anticipated to be held in November 2025.
Oakley Capital Partners acted as sole Lead Manager, with Roth Capital Partners, LLC acting as U.S. financial adviser. The Lead Manager will be paid: a cash fee of 6%, and subject to shareholder approval, will be issued 9 million broker shares and 90 million broker Options, some of which will be passed on to third party brokers, none of whom are related parties of the Company.
Aharon Zaetz quoted “ We are delighted with the level of interest in RML and with the high quality of investors who believe in our vision, potential and upside of Resolution’s Horse Heaven Project. We eagerly look forward to progressing work on both the Golden Gate and Antimony Ridge targets at Horse Heaven. The recent rock chip results are extremely encouraging, and we are hoping that the current drilling program, which is well underway, will demonstrate to the market the significant potential of our highly prospective antimony, gold and tungsten project. With the proposed listing of RML on the NASDAQ, we are aiming to be trading shoulder to shoulder with the likes of our next door neighbour, Perpetua Resources, and other U.S. critical metals giants such as MP Materials Inc. ”
The Company intends to use the funds raised from the Placement to:
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explore downstream critical mineral processing initiatives;
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continue its drilling campaign at the Horse Heaven Project;
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future drilling and surface sampling programs;
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identification and acquisition of additional strategic assets;
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progress its other exploration projects; and
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working capital.
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ASX RELEASE
Next Steps
RML intends to continue to:
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drill targets in and around the ex-operating tungsten, gold and antimony mines;
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apply for further drill permits to continue expanding its drilling program;
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look to expand its land package in value accretive areas to complement the Horse Heaven Project;
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evaluate potential downstream collaboration solutions; and
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develop its Washington DC engagement strategy in order to become eligible for grants and other support from the U.S. Department of War, Department of Energy and other government organisations.
Authorised for release by the board of Resolution Minerals Ltd.
For further information, please contact Aharon Zaetz Executive Director.
Aharon Zaetz Jane Morgan Executive Director Investor Relations Resolution Minerals Ltd Jane Morgan Management M: +61 424 743 098 M: +61 405 555 618 [email protected] [email protected]
About Horse Heaven
With a rich history of past antimony, tungsten and gold mining, the Horse Heaven project area has supplied the U.S. Government with significant quantities of antimony and tungsten in World War I, World War II and the Korean War. Horse Heaven is located directly adjacent to Perpetua Resources’ Stibnite Antimony & Gold Mine (PPTA.NAS, A$3 billion market cap) in Idaho, USA. Horse Heaven’s geological model is a direct analogue to Stibnite, bearing a strong resemblance to its A$3 billion neighbour. The Resolution team is fully committed to restarting mining operations at Horse Heaven to restore the critical metals supply chain in the United States.
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ASX RELEASE
Key terms of Options
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(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).
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(b) Each Option is exercisable at any time before 5:00pm Australian Central Standard Time (ACST) on 30 November 2029 ( Expiry Date ). Options not exercised by that time will lapse.
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(c) The exercise price of each Option is 10 cents each ($0.10) ( Exercise Price ).
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(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.
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(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.
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(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.
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(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.
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(h) Each Option will be freely transferable at any time before the Expiry Date in any manners permitted by the Corporations Act.
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(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.
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(j) If, prior to the Expiry Date of the Options, there is a bonus issue to the holders of Shares:
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(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
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(ii) no change will be made to the Exercise Price.
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(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.
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(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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