RESOURCE BASE LIMITED. — Capital/Financing Update 2023

Feb 23, 2023

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

RESOURCE BASE LIMITED.

Announcement Type

New announcement

Date of this announcement

24/2/2023

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

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	Performance Rights	8,000,000
confirmed
New class-code to be	Unlisted options (ex. $0.20 within 3 years)	2,000,000
confirmed
RBX	ORDINARY FULLY PAID	6,000,000

Proposed +issue date

31/3/2023

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

ABN

Registration Number

57113385425

1.3 ASX issuer code

RBX

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

24/2/2023

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 31/3/2023 Estimated No

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? No

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? No

Proposed issue of securities

3 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Please describe the consideration being provided for the +securities

Part consideration for 100% acquisition of Wali and Ernst Lake Lithium projects, Quebec.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.130000

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 fromASX that the terms of the proposed+securities are appropriate andequitable under listing rule 6.1?Will the entity be seeking quotationof the 'new' class of +securities onASX?ASX +security codeNew class-code to be confirmed+Security descriptionPerformance RightsNoNo	Have you received confirmation fromASX that the terms of the proposed+securities are appropriate andequitable under listing rule 6.1?Will the entity be seeking quotationof the 'new' class of +securities onASX?ASX +security codeNew class-code to be confirmed+Security descriptionPerformance RightsNoNo
New class-code to be confirmed	Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued 8,000,000 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

Part consideration for 100% acquisition of Wali and Ernst Lake Lithium projects, Quebec.

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

0.000100

Proposed issue of securities

4 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Proposed issue of securities	Proposed issue of 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 0.0001	31/12/2024
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 per performance right converted
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.
Refer ASX announcement dated 24 February 2023
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
No
ASX +security codeNew class-code to be confirmed	+Security descriptionUnlisted options (ex. $0.20 within 3 years)
+Security type
Options
Number of +securities proposed to be issued
2,000,000

Proposed issue of securities

5 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Offer price details

==> picture [538 x 439] intentionally omitted <==

----- Start of picture text ----- Are the +securities proposed to be issued being issued for a cash consideration?NoPlease describe the consideration being provided for the +securitiesThe proposed issue is in relation to introductory services relating to the transactionPlease provide an estimate of the AUD equivalent of the consideration beingprovided for the +securities0.000010Will all the +securities issued in this class rank equally in all respects fromtheir issue date?YesOptions details+Security currency Exercise price Expiry dateAUD - Australian Dollar AUD 0.2000 31/3/2026Details of the type of +security that will be issued if the option is exercisedRBX : ORDINARY FULLY PAIDNumber of securities that will be issued if the option is exercisedOne fully paid ordinary share per option exercisedPlease provide a URL link for a document lodged with ASX setting out the material terms of the +securitiesproposed to be issued or provide the information by separate announcement.Refer ASX announcement dated 24 February 2023----- End of picture text -----

Part 7C - Timetable

7C.1 Proposed +issue date

31/3/2023 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?

Proposed issue of securities

6 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

31/3/2023

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? No

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

6,000,000 consideration shares will be subject to 6 months voluntary escrow

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

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

2 million options (ex. $0.20 within 3 years) for introductory services relating to the transaction (subject to shareholder approval).

Part 7F - Further Information

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

Part consideration for the proposed acquisition of 100% of the Ernst Lake and Wali lithium projects

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

None

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with

Proposed issue of securities

7 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Proposed issue of securities

8 / 8