RESOLUTION MINERALS LTD — Share Issue/Capital Change 2024

Jun 30, 2024

Appendix 3G - 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 July 01, 2024

The +securities the subject of this notification are:

+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

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
RMLAH	PERFORMANCE RIGHTS	84,500,000	01/07/2024
RMLAM	OPTION EXPIRING 30-JUN-2026 EX $0.008	4,126,000	01/07/2024
RMLAA	OPTION EXPIRING 26-MAR-2029 EX $0.004	18,000,000	01/07/2024

Refer to next page for full details of the announcement

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Appendix 3G - 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 Registration number ABN 99617789732

1.3 ASX issuer code

RML

1.4 The announcement is

New announcement

1.5 Date of this announcement

1/7/2024

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

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+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:

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

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

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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

1/7/2024

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class 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
Jaroslaw 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=02679153

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

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

Issue details

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Number of +securities

84,500,000

ASX +security code and description RMLAM : OPTION EXPIRING 30-JUN-2026 EX $0.008 Date the +securities the subject of this notification were issued 1/7/2024 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class No If some of the issued +securities do not rank equally: Is the actual date from which the +securities will rank Provide the actual non-ranking end date equally (non-ranking end date) known? 1/7/2025 Yes 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

The options will vest on the earlier of the first anniversary of the date of issue or an RML share price of $0.10 over a 20-day VWAP. Were any of the +securities issued to +key management personnel (KMP) or an +associate? No 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=02679153 Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

4,126,000

ASX +security code and description

RMLAA : OPTION EXPIRING 26-MAR-2029 EX $0.004

Date the +securities the subject of this notification were issued

1/7/2024

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 Provide the actual non-ranking end date equally (non-ranking end date) known? 1/7/2028 Yes

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

The options will vest on the earlier of the fourth anniversary of the date of issue or an RML share price of $0.20 over a 20-day VWAP.

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

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=02679153

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

Issue details

Number of +securities

18,000,000

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Part 4 - +Securities on issue

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

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
RML : ORDINARY FULLY PAID	1,610,021,807
RMLO : OPTION EXPIRING 31-JUL-2025	624,483,035

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
RMLAH : PERFORMANCE RIGHTS	95,489,700
RMLAM : OPTION EXPIRING 30-JUN-2026 EX $0.008	86,647,949
RMLAA : OPTION EXPIRING 26-MAR-2029 EX $0.004	378,000,000

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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? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

60,000,000 performance rights (PR) issued under listing rule 7.2 exception 13. 24,500,000 PR issued under 15% placement capacity. 22,126,000 options are being issued under listing rule 7.2 exception 13.

5.2c 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)? N/A

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