RESOLUTION MINERALS LTD — Share Issue/Capital Change 2022

Nov 20, 2022

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

RESOLUTION MINERALS LTD

Date of this announcement

Monday November 21, 2022

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

ASX +securitycodeSecurity descriptionRMLAHPERFORMANCE RIGHTS	Total number of+securities to beissued/transferredIssue date19,517,69021/11/2022

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

RESOLUTION MINERALS LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

99617789732

1.3 ASX issuer code

RML

1.4 The announcement is

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New announcement

1.5 Date of this announcement

21/11/2022

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Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

RMLAH : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

21/11/2022

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class

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No

If some of the issued +securities do not rank equally:

Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period

The performance rights will continue to rank differently to all other securities in this class until their expiry unless exercised earlier due to performance based vesting conditions. Any shares issued upon exercise of unquoted performance rights will rank equally with all other (ASX:RML) shares on issue.

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

There are no dividend, distribution or interest payment rights attaching to these securities or any other securities (unquoted performance rights) in the class. The unquoted performance rights will have different vesting conditions and expiry to existing unquoted performance rights on issue.

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Duncan Chessell	Chessarno Pty Ltd	3,000,000
Paul Kitto	Paul Kitto	3,000,000
Mark Holcombe	Mark Holcombe	10,517,690
Jarek Kopias	Cassandra Kopias	3,000,000

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02585243

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Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities 19,517,690

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)	4.1 Quoted +Securities (Total number of each +class of +securities quoted)
ASX +security code and descriptionTotal numb+securities on iRML : ORDINARY FULLY PAID1,059,74RMLO : OPTION EXPIRING 31-JUL-2025624,50RMLOB : OPTION EXPIRING 30-SEP-202374,63	er ofssue6,1928,0354,643

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
RMLAK : OPTION EXPIRING 15-DEC-2023 EX $0.03	79,484,111
RMLAH : PERFORMANCE RIGHTS	45,607,690
RMLAI : OPTION EXPIRING 30-NOV-2022 EX VARIOUS PRICES	13,400,000

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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