RESOURCE BASE LIMITED. — Capital/Financing Update 2025

Feb 24, 2025

25 February 2025

==> picture [596 x 84] intentionally omitted <==

----- Start of picture text ----- ASX ANNOUNCEMENT28/10/2024----- End of picture text -----

LOYALTY OPTION OFFER

Highlights

• Resource Base to undertake a loyalty issue to eligible shareholders in the form of a one (1) Loyalty Option for every four (4) Shares held at the record date

• The Loyalty Options will have a subscription price of $0.003 each and an exercise price of $0.06 each, expiring on or before the date that is 3 years from the date of the initial issue

• The Loyalty Options are intended to reward loyal shareholders who have supported the Company by giving them an opportunity to participate in the Company’s growth strategy

• The Entitlement Offer will be fully underwritten by certain Directors of the Company

Resource Base Limited (ASX: RBX , Resource Base or the Company ) is pleased to announce the details of its offering of Loyalty Options. The Loyalty Option offer is a non-renounceable pro-rata entitlement offer to Eligible Shareholders of up to approximately 28,796,121 unquoted options exercisable at $0.06 each and expiring on the date that is 3 years from the date of issue ( Loyalty Option ) on the basis of one (1) new Loyalty Option for every (four) 4 fully paid ordinary shares in the capital of the Company ( Shares ) held on the record date at an issue price of $0.003 each to raise up to approximately $86,388 (before costs) ( Entitlement Offer ).

The Entitlement Offer will be available to all registered shareholders who hold Shares as at 5.00pm (AWST) on Friday, 28 February 2025 ( Record Date ) with registered addresses in Australia and New Zealand ( Eligible Shareholders ).

The Directors reserve the right to place any shortfall at their absolute discretion subject to the allocation policy outlined in the Prospectus, and any restrictions imposed by the Corporations Act 2001 (Cth) ( Corporations Act ) or the ASX Listing Rules.

Directors Brent Palmer and Maurice Feilich (or their associated entities) have agreed to fully underwrite the Entitlement Offer on a 50/50 basis. There are no underwriting fees payable in relation to the Entitlement Offer. A summary of the material terms of the underwriting of the Entitlement Offer is included in the Prospectus.

The Entitlement Offer will be made under a transaction specific prospectus issued under section 713 of the Corporations Act ( Prospectus ). The Prospectus was lodged with ASIC on Monday, 24 February 2025 and ASX on Tuesday, 25 February 2025 and will be sent to all Eligible Shareholders on Wednesday, 5 March 2025, as set out in the indicative timetable below. The Prospectus will provide details on how to participate in the Entitlement Offer.

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

Purpose of the Entitlement Offer

The offer of Loyalty Options is intended to reward loyal shareholders who have supported Resource Base, by giving them an opportunity to participate in the Company’s growth strategy.

Subject to the satisfactory completion of the Offers, funds raised from the issue of Loyalty Options will be used towards identifying potential new projects, the costs of the Offers, and general working capital.

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

ASX ANNOUNCEMENT

==> picture [24 x 25] intentionally omitted <==

The Company may also raise in connection with the Entitlement Offer, approximately $1,727,767 in additional funds if all Loyalty Options are issued and are exercised prior to their expiry date.

Indicative Timetable

The Key dates for the Entitlement Offer are set out below:

Event	Date (2025)
Lodgement of Prospectus with ASIC	24 February
Lodgement of Appendix 3B and Prospectus with ASXAnnouncement of Offers	Pre-market 25 February
Ex-date	27 February
Record Date for determining Entitlements	5.00pm (AWST) on 28 February
Prospectus and Entitlement and Acceptance Form despatchedto Eligible ShareholdersEntitlement Offer opens	5 March
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 OptionsLodgement of Appendix 3G with ASX	26 March
Issue of Shortfall Options under Shortfall Offer (if any)	By no later than 19 June

The dates and times noted above are indicative only and subject to change. Any material changes will be notified by the Company to ASX. The Company reserves the right to amend any or all of these dates and times without prior notice subject to the Corporations Act, the Listing Rules and other applicable laws.

Effect on Capital Structure

Assuming that no existing Options are exercised before the Record Date listed above, the effect of the Offers on the Company’s issued capital as at the date of the Prospectus is as shown in the following table.

	Shares	Options
Balance at the date of thisProspectus	115,184,485	14,185,640
Maximum to be issued under theOffers	Nil	28,796,121
Total	115,184,485	42,981,761

This announcement has been authorised by the Board of Resource Base Limited.

• ENDS –

ASX ANNOUNCEMENT

==> picture [24 x 25] intentionally omitted <==

For further information, please contact:

Brent Palmer Executive Director E: bp@resourcebase.com.au W: www.resourcebase.com.au