RESOLUTION MINERALS LTD — Share Issue/Capital Change 2020

Nov 26, 2020

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities.	Resolution Minerals Ltd
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ABN 99 617 789 732
1.3	*ASX issuer code	RML
1.4	*This announcement is Tick whichever is applicable.	☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.4a	*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.	Not applicable
1.4b	*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.	Not applicable
1.4c	*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	Not applicable
1.4d	*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	Not applicable
1.5	*Date of this announcement	27 November 2020

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 2 – Type of issue

Part 2 –	Type of issue	payment up of equity +securities
Question No.	Question	Answer
2.1	*The +securities the subject of this notification are: Select whichever item is applicable. If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.	☐+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX ☐Partly paid +securities that have been fully paid up and that are not to be quoted on ASX ☒+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX ☐Other [please specify] If you have selected ‘other’ please provide the circumstances of the issue here: Not applicable
2.2a.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)? Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.	Not applicable
2.2a.2	And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.	Not applicable
2.2b.1	Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)? Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.	Not applicable
2.2b.2	And the date the+securities were fully paid up: Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.	Not applicable

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

				payment up of equity +securities	payment up of equity +securities
2.2c.1		Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		2,000,000 unquoted performance rights subject to share price based vesting conditions expiring 31 December 2022.
2.2c.2		*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		https://www.resolutionminerals.com/about- resolution-minerals/corporate-governance/
2.2c.3		*Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		Yes
2.2c.3.a		*Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities Duncan Chessell Lobuje Pty Ltd Chessell Family A/C> 500,000 Rights Andrew Shearer Valas Investments Pty Ltd 500,000 Rights Craig Farrow Melissa Farrow 500,000 Rights Jaroslaw Kopias Casandra Kopias 500,000 Rights
		insert the name of the associate in	“Name of registered holder”.
		Name of KMP	Name of registered holder		Number of +securities
		Duncan Chessell	Lobuje Pty Ltd Chessell Family A/C>		500,000 Rights
		Andrew Shearer	Valas Investments Pty Ltd		500,000 Rights
		Craig Farrow	Melissa Farrow		500,000 Rights
		Jaroslaw Kopias	Casandra Kopias		500,000 Rights
2.2d.1		*The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list.		☐To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: Not applicable

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
2.2d.2	Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.	Not applicable
2.3	*The +securities being issued are: Tick whichever is applicable	☒Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") ☐New +securities in an unquoted class that is not yet recorded by ASX ("new class")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

Question No.	Question	Answer
3A.1	*ASX security code & description	RMLAH – Performance Rights
3A.2	*Number of +securities being issued	2,000,000
3A.3a	*Will the +securities being issued rank equally in all respects from their issue date with the existing issued +securities in that class?	No
3A.3b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3A.3a is “No”.	No
3A.3c	*Provide the actual non-ranking end date Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “Yes”.	Securities will vest in accordance with the terms of their issue.
3A.3d	*Provide the estimated non-ranking end period Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “No”.	Unknown – dependent on RML share price vesting condition.
3A.3e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3A.3a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.	The securities do not rank equally with other performance rights on the basis of their expiry date and vesting conditions.

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 3B – number and type of +securities being issued (new class) – deleted as not applicable

Answer the questions in this part if your response to Q2.3 is “new class”.

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue? Answer this question if your response to Q4.1 is “Yes”.	27 November 2020
4.1b	*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.	Not applicable
4.2	*Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”.	No
4.2a	*In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.	Not applicable
4.2b	*What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.	Not applicable
4.2c	Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”.	Officer remuneration
4.3	Any other information the entity wishes to provide about the issue	Not applicable

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue
Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.
5.1			*Total number of +securities on issue 5,800,000 9,600,000 3,575,000 6,450,000 9,500,000 13,400,000
		*ASX security code and description	*Total number of +securities on issue
		RMLAD - options expiring 6-Sep-21 exercise price 24.93 cents RMLAE - performance shares Class A expiring 6-Sep-22 RMLAF - performance shares Class B expiring 6-Sep-22 RMLAG - options expiring 21-Mar-21 exercise price 24.93 cents RMLAH - performance rights RMLAI - options expiring 30-Nov-22 (various exercise prices)	5,800,000 9,600,000 3,575,000 6,450,000 9,500,000 13,400,000

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or

• your response to Q2.1 is “Other”

Question No.	Question	Answer
6.1	*Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.	1. Yes for 500,000 rights 2. No for 1,500,000 rights

• 1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

• (a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

• (b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:

  • a summary of the terms of the scheme.

• See chapter 19 for defined terms

31 January 2020

Page 6

This appendix isnot available as an online form Please fill in and submit as a PDF announcement	This appendix isnot available as an online form Please fill in and submit as a PDF announcement	Appendix 3G Notification of issue, conversion or payment up of equity +securities
6.2	*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.	1. No 2. Approval is being sought under listing rule 10.11. Shareholder approval was received at the 2020 Annual General Meeting held on 27 November 2020.
6.2a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “Yes”.	Not applicable
6.2b	*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	No
6.2b.1	*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	Not applicable
6.2c	*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	No

• the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;

• the maximum number of +equity securities proposed to be issued under the scheme following the approval; and

• a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

6.2c.1	*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	Not applicable

Introduced 01/12/19; amended 31/01/20

• See chapter 19 for defined terms 31 January 2020

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