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RESOURCE BASE LIMITED. Capital/Financing Update 2025

Mar 4, 2025

65667_rns_2025-03-04_a3a50bc8-86f0-4f57-8352-57894d698df9.pdf

Capital/Financing Update

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5 March 2025

Dear Shareholder

Notice to Eligible Shareholders of Non-Renounceable Entitlement Offer

We write to you as the registered holder of fully paid ordinary shares ( Shares ) in Resource Base Limited (ACN 113 385 425) (ASX:RBX) ( Company ) as at 5.00pm (AWST) 28 February 2025 ( Record Date ).

As announced on 25 February 2025, the Company is undertaking a non-renounceable pro-rata entitlement offer of 1 unquoted option ( Loyalty Option ) for every 4 Shares held by Eligible Shareholders on the Record Date at an issue price of $0.003 per Loyalty Option to raise up to approximately $86,388 (before costs) ( Entitlement Offer ). Each Loyalty Option will have an exercise price of $0.06 and expire on the date that is 3 years from the date of issue.

Any Loyalty Options not taken up pursuant to the Entitlement Offer (if any) ( Shortfall Options ) will form the Shortfall Offer. The Shortfall Offer is only open to persons who have received an invitation from the Directors to apply for Shortfall Options pursuant to the Shortfall Offer.

The Directors reserve the right to issue Shortfall Options at their absolute discretion within three months of the Offer Closing Date, subject to any restrictions imposed by the Corporations Act and the Listing Rules. All Shortfall Options shall be issued on the same terms as the Loyalty Options being offered under the Entitlement Offer (including the issue price). Refer to the Prospectus for details of the allocation policy for the Shortfall Offer.

The Entitlement Offer is fully underwritten by Directors Brent Palmer and Maurice Feilich on a 50/50 basis ( Underwriters ). To the extent there remains any shortfall of Loyalty Options not taken by Eligible Shareholders pursuant to the Entitlement Offer or placed by the Directors pursuant to the Shortfall Offer, these Loyalty Options will be subscribed for by or on behalf of the Underwriters pursuant to the terms of their respective Underwriting Agreements. Refer to Section 5.3 of the Prospectus for details regarding the terms of the underwriting.

You have been deemed to be an Eligible Shareholder for the purposes of the Entitlement Offer. The number of Loyalty Options for which you are entitled to apply under the Entitlement Offer ( Entitlement ) is shown on your personalised Entitlement and Acceptance Form.

A prospectus in relation to the Entitlement Offer was lodged with ASIC on 24 February 2025 and with ASX on 25 February 2025 and made available to Eligible Shareholders on 5 March 2025 ( Prospectus ).

Capitalised terms used, but not defined, in this letter have the meaning ascribed to them in the Prospectus.

Details of the Entitlement Offer

Shareholders who are eligible to participate in the Entitlement Offer ( Eligible Shareholders ) are shareholders who as at the Record Date:

  • are registered as a holder of Shares; and

  • have a registered in Australia or New Zealand.

The Entitlement Offer is non-renounceable, meaning that Eligible Shareholders will not be able to transfer their Entitlements pursuant to the Entitlement Offer and, if they do not take up their Entitlements pursuant to the Entitlement Offer, their holdings may be diluted.

The Entitlement Offer is scheduled to close at 5:00pm (AEDT) on 19 March 2025.

RESOURCE BASE LIMITED ACN 113 385 425 Level 8/99 St Georges Terrace, Perth WA 6000 T. +61 8 9486 4036 E. [email protected] W. www.resourcebase.com.au

ASX ANNOUNCEMENT

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Your personalised Entitlement and Acceptance Form sets out your Entitlements under the Entitlement Offer and instructions on how you may apply for the Loyalty Options. Fractional entitlements will be rounded down to the nearest whole number.

It is important that you read the Prospectus carefully before deciding whether to participate in the Entitlement Offer and you should seek advice from your suitably qualified professional adviser if you have any queries.

Indicative Timetable

Event Date (2025)
Lodgement of Prospectus with ASIC 24 February
Lodgement of Appendix 3B and Prospectus with ASX Pre-market 25 February
Announcement of Offers
Ex-date 27 February
Record Date for determining Entitlements 5.00pm (AWST) on 28
February
Prospectus and Entitlement and Acceptance Form despatched to 5 March
Eligible Shareholders
Entitlement Offer opens
Last day to extend the Entitlement Offer Closing Date 9.00am (AWST) on 14 March
Entitlement Offer Closing Date 2.00pm (AWST) on 19 March
Issue Date of Loyalty Options 26 March
Lodgement of Appendix 3G with ASX
Issue of Shortfall Options under Shortfall Offer (if any) By no later than 19 June

All dates (other than the date of the Prospectus and the date of lodgement of the Prospectus with the ASIC and ASX) are indicative only. The Directors may extend the Closing Date in respect of the Entitlement Offer by giving at least 3 Business Days' notice to ASX prior to the Closing Date.

Further information

For further information on the Offers, if you have questions on how to complete the Entitlement and Acceptance Form, or have lost your Entitlement and Acceptance Form and would like a replacement form, you may contact the Company Secretary by email at [email protected] or telephone +61 (8) 9486 4036.

Yours faithfully

Brent Palmer Executive Director Resource Base Limited

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