RESOURCE BASE LIMITED. — Capital/Financing Update 2021

Sep 26, 2021

Proposed issue of securities

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Announcement Summary

Entity name

RESOURCE BASE LIMITED.

Announcement Type

New announcement

Date of this announcement

27/9/2021

The Proposed issue is:

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A non pro rata offer of securities under a disclosure document or product disclosure statement (PDS) A placement or other type of issue

Total number of +securities proposed to be issued for a non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
RBX	ORDINARY FULLY PAID	100

Closing date for receipt of acceptances

4/10/2021

Proposed +issue date

1/9/2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unlisted Options	3,000,000
confirmed
New class-code to be	Unlisted Performance Rights	2,000,000
confirmed
New class-code to be	Unlisted Performance Rights	2,000,000
confirmed
New class-code to be	Unlisted Options	2,500,000
confirmed
RBX	ORDINARY FULLY PAID	10,700,000

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Proposed +issue date

19/11/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

RESOURCE BASE LIMITED.

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 57113385425

1.3 ASX issuer code

RBX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

27/9/2021

1.6 The Proposed issue is:

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A non-+pro rata offer of +securities under a +disclosure document or +PDS A placement or other type of issue

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Part 5 - Details of proposed non-pro rata offer under a disclosure document or PDS

Part 5A - Conditions

5A.1 Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? No

Part 5B - Offer details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description RBX : ORDINARY FULLY PAID The number of +securities to be offered under the +disclosure document or +PDS 100 Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? No Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? No

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Offer price details

Has the offer price been determined? Yes In what currency will the offer be What is the offer price per +security? made? AUD 0.20000 AUD - Australian Dollar

Oversubscription & Scale back details

Will the entity be entitled to accept over-subscriptions? No

Will a scale back be applied if the offer is over-subscribed? No

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

Part 5C - Timetable

5C.1 Lodgement date of +disclosure document or +PDS with ASIC

30/9/2021

5C.2 Date when +disclosure document or +PDS and acceptance forms will be made available to investors 1/10/2021

5C.3 Offer open date

1/10/2021

5C.4 Closing date for receipt of acceptances

4/10/2021

5C.6 Proposed +issue date

1/9/2021

Part 5D - Listing Rule requirements

5D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

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5D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5D.1b ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

100 Fully Paid Ordinary Shares (ASX:RBX)

5D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

5D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

Part 5E - Fees and expenses

5E.1 Will there be a lead manager or broker to the proposed offer? No

5E.2 Is the proposed offer to be underwritten? No

5E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

5E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 5F - Further Information

5F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The primary purpose of the Offer and Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company under the Placement, as announced on 27 September 2021.

5F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

5F.2 Please explain the entity's allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority

The Offer will only be extended to specific parties on invitation from the Company.

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5F.3 URL on the entity's website where investors can download the +disclosure document or +PDS

The Offer will only be extended to specific parties on invitation from the Company. Application Forms will only be provided by the Company to these parties.

5F.4 Any other information the entity wishes to provide about the proposed offer

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 19/11/2021 Estimated

Comments

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

RBX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

6,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.20000

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

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes

ASX +security code +Security description New class-code to be confirmed Unlisted Options

+Security type Options

Number of +securities proposed to be issued

3,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Free-attaching Unlisted Options proposed to be issued pursuant to the Placement, as announced on 27 September 2021, on the basis of one new Unlisted Option for every two shares issued under the Placement.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

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Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.2500 19/11/2024 Details of the type of +security that will be issued if the option is exercised RBX : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised One Fully Paid Ordinary Share (ASX:RBX)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

RBX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

4,700,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities

Consideration for the proposed acquisition of Mitre Hill Pty Ltd, as announced on 27 September 2021

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

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

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Unlisted Performance Rights

Details of +securities proposed to be issued

+Security type

Performance options/rights Number of +securities proposed to be issued 2,000,000 Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Consideration for the proposed acquisition of Mitre Hill Pty Ltd, as announced on 27 September 2021

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

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	Will all the +securities issued in this class rank equally in all respects from	Will all the +securities issued in this class rank equally in all respects from
	their issue date?
	Yes
	Performance options/rights details
	+Security currency	Exercise price	Expiry date
	AUD - Australian Dollar	AUD 0.0000	22/12/2023
	Details of the type of +security that will be issued if the option is exercised
	RBX : ORDINARY FULLY PAID
	Number of securities that will be issued if the option is exercised
	One Fully Paid Ordinary Share (ASX:RBX)
	Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
	proposed to be issued or provide the	information by separate announcement.
	Is the proposed security a 'New	Will the proposed issue of this
	class' (+securities in a class that is	+security include an offer of
	not yet quoted or recorded by ASX)	attaching +securities?
	or an 'Existing class' (additional	No
	securities in a class that is already
	quoted or recorded by ASX)?
	New class
	Details of +securities proposed to be issued
	ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
	Have you received confirmation from	Will the entity be seeking quotation
	ASX that the terms of the proposed	of the 'new' class of +securities on
	+securities are appropriate and	ASX?
	equitable under listing rule 6.1?	No
	Yes
	ASX +security code New class-code to be confirmed	+Security description Unlisted Performance Rights
	+Security type
	Performance options/rights

Number of +securities proposed to be issued

2,000,000

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Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Consideration for the proposed acquisition of Mitre Hill Pty Ltd, as announced on	27 September 2021
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Performance options/rights details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0000	22/9/2024
Details of the type of +security that will be issued if the option is exercised
RBX : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One Fully Paid Ordinary Share (ASX:RBX)
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Unlisted Options

+Security type

Options

Number of +securities proposed to be issued

2,500,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00010

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.2500 19/11/2024

Details of the type of +security that will be issued if the option is exercised

RBX : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One Fully Paid Ordinary Share (ASX:RBX)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

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Part 7C - Timetable

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7C.1 Proposed +issue date

19/11/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

6,000,000 Fully Paid Ordinary Shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? Yes

7D.3a Please enter, the number and +class of the +restricted securities and the date from which they will cease to be +restricted securities

4,000,000 Performance Rights will be subject to ASX imposed escrow for a period of 12 months from their date of issue. 4,700,000 Fully Paid Ordinary Shares will be subject to ASX imposed escrow for a period of 12 months from their date of issue.

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

4,700,000 Fully Paid Ordinary Shares issued as consideration for the proposed acquisition of Mitre Hill Pty Ltd

(Consideration Shares), as announced on 27 September 2021. In the event that any of the exploration licences the subject of the applications (ELs) remain ungranted at the end of the ASX Escrow Period, being 12 months from the date of issue, the proportional number of Consideration Shares (i.e. 1 ungranted EL equals 20% of the Consideration Shares) shall remain in voluntary escrow until such time as the ELs are granted, or if ungranted 22/09/2022 at which point they will be subject to the buy-back and cancellation procedure, as announced on 27 September 2021.

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Candour Advisory Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

As consideration for acting as Lead Manager to the Placement of 6,000,000 Fully Paid Ordinary Share, Candour Advisory will recieve a total fee of 6% of the total funds raised (being $72,000 plus GST), comprising a Lead Manager Fee of 2% and a Broker Handling Fee of 4%.

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Consideration for the proposed acquisition of Mitre Hill Pty Ltd, as announced on 27 September 2021, funding exploration and working capital for the Mitre Hill Project and remuneration for corporate advisory services.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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