RIEDEL RESOURCES LIMITED — Capital/Financing Update 2023

May 1, 2023

Announcement Summary

Entity name

RIEDEL RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

2/5/2023

The Proposed issue is:

A placement or other type of issue An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

ASX +security code	+Security description	Maximum Number of+securities to be issued
New class-code to beconfirmed	RIE AD - Unlisted Options exercisable at $0.01 per share,expiring 2 years from the date of issue.	33,333,334
RIE	ORDINARY FULLY PAID	100,000,000

+Record date

1/5/2023

Offer closing date

30/5/2023

+Issue date

6/6/2023

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

ASX +security code	+Security description	Maximum Number of+securities to be issued
New class-code to beconfirmed	RIE AD - Unlisted Options exercisable at $0.01 per share,expiring 2 years from the date of issue.	166,666,667
New class-code to beconfirmed	RIE AE - Unlisted Broker Options Ex Price of $0.01 pershare, expiry 2 years from the date of issue.	40,000,000
RIE	ORDINARY FULLY PAID	500,000,000

Proposed +issue date

6/6/2023

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

RIEDEL RESOURCES 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

91143042022

1.3 ASX issuer code

RIE

1.4 The announcement is New announcement

1.5 Date of this announcement

2/5/2023

1.6 The Proposed issue is:

An offer of +securities under a +securities purchase plan

A placement or other type of issue

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

RIE : ORDINARY FULLY PAID

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 RIE : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted

100,000,000

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 the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum 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)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 1,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes

Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

Describe all the applicable parcels available for this offer in number of securities or dollar value

A	A$1,000	200,000
B	A$2,000	400,000
C	A$3,000	600,000
D	A$5,000	1,000,000
E	A$7,500	1,500,000
F	A$10,000	2,000,000
G	A$15,000	3,000,000
H	A$20,000	4,000,000
I	A$30,000	6,000,000

Offer price details

Has the offer price been determined? Yes

In what currency will the offer	What is the offer price per
be made?	+security?
AUD - Australian Dollar	AUD 0.00500

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

The Board reserves the right to reject or scale back any applications in whole or in part at its absolute discretion (Scale Back). If there is a Scale Back, you may not receive all the New Shares for which you have applied.

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

Attaching +Security

The proposed attaching security can only be of 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

No
ASX +security code	+Security description
New class-code to be confirmed	RIE AD - Unlisted Options exercisable at $0.01 per share,expiring 2 years from the date of issue.
+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	3
What will be done with fractional entitlements?	Maximum total number of those +securities that could be
Fractions rounded up to the next whole number	issued if all offers under the +securities purchase planare accepted
	33,333,334
Offer price details
Has the offer price been determined?Yes
In what currency will the offer be made?	What is the offer price per +security?

AUD - Australian Dollar

AUD 0.00000

Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the +security purchase plan Yes

Please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS Yes

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

The Board reserves the right to reject or scale back any applications in whole or in part at its absolute discretion (Scale Back). If there is a Scale Back, you may not receive all the New Shares for which you have applied.

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

AUD 0.0100

Expiry date

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

RIE : ORDINARY FULLY PAID

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

33,333,334

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.

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan 2/5/2023

4C.2 +Record date

1/5/2023

4C.3 Date on which offer documents will be made available to investors

9/5/2023

4C.4 Offer open date 9/5/2023

4C.5 Offer closing date

30/5/2023

4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer

6/6/2023

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The proceeds of the capital raising will be used primarily to fund a 7,000m resource definition drilling program at the Tintic prospect at the Company's Kingman Project in Arizona, USA, with a Maiden Mineral Resource Estimate targeted for December 2023.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://www.riedelresources.com.au/investors/asx-announcements/

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

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 +Security holder approval Date for determination 22/6/2023 Is the date estimated or actual? ** Approval received/condition met? Estimated

Comments

220,000,000 placement shares, 166,666,667 placement options and 40,000,000 Lead Manager Options, are subject to shareholder approval.

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

RIE : ORDINARY FULLY PAID

Number of +securities proposed to be issued

500,000,000

Offer price details

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

In what currency is the cash consideration being paid?

What is the issue price per

+security?

consideration being paid?

AUD - Australian Dollar

+security? AUD 0.00500

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 termsof the proposed +securities are appropriate andequitable under listing rule 6.1?No	Will the entity be seeking quotation of the 'new' class of+securities on ASX?No
ASX +security code	+Security description
New class-code to be confirmed	RIE AD - Unlisted Options exercisable at $0.01 per share,expiring 2 years from the date of issue.

+Security type

Options

Number of +securities proposed to be issued

166,666,667

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

Attaching Options on a 1:3 basis, subject to Shareholders Approval at GM expected to be held on 22 June 2023.

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

Options details

+Security currency
AUD - Australian Dollar
Exercise price	Expiry date
AUD 0.0100
Details of the type of +security that will be issued if the option is exercised
RIE : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
166,666,667
Please 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.
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
No	Will the entity be seeking quotation of the 'new' class of+securities on ASX?No
	+Security description
Have you received confirmation from ASX that the termsof the proposed +securities are appropriate andequitable under listing rule 6.1?ASX +security codeNew class-code to be confirmed	RIE AE - Unlisted Broker Options Ex Price of $0.01 per

+Security type

Options

Number of +securities proposed to be issued

40,000,000

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

Subject to Shareholders Approval at GM expected to be held on 22 June 2023, at the time of settlement of the Offer, the Company agrees to issue to the Lead Manager an options package (Option Fee), comprising: a) 40 million options on the same terms as the Attaching Options.

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

Options details

+Security currency AUD - Australian Dollar

Exercise price AUD 0.0100

Expiry date

Details of the type of +security that will be issued if the option is exercised RIE : ORDINARY FULLY PAID

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

40,000,000

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.

Part 7C - Timetable

7C.1 Proposed +issue date 6/6/2023

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15%

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?

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?

205,756,059

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

74,243,941

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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? No

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?

Canaccord Genuity (Australia) Limited

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

Management Fee equal to 2.0% of the Proceeds Raised under the Offer; and

Selling Fee equal to 4.0% of the Proceeds Raised under the Offer.

At the time of settlement of the Offer, the Company agrees to issue to the Lead Manager an options package (Option Fee), comprising:

a) 40 million options on the same terms as the Attaching Options.

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

N/A

Part 7F - Further Information

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

The proceeds of the capital raising will be used primarily to fund a 7,000m resource definition drilling program at the Tintic prospect at the Company's Kingman Project in Arizona, USA, with a Maiden Mineral Resource Estimate targeted for December 2023.

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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)