RUBIX RESOURCES LIMITED — Capital/Financing Update 2021

Dec 20, 2021

Rubix Resources Limited ACN 649 096 917

Supplementary Prospectus

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1 Important Information

This document is a supplementary prospectus (Supplementary Prospectus) and supplements the Prospectus dated 5 November 2021 (Prospectus), issued by Rubix Resources Limited (ACN 649 096 917) (Company).

The Supplementary Prospectus is to be read together with the Prospectus.

This Supplementary Prospectus is dated 12 November 2021 and was lodged with ASIC on that date. ASIC, ASX and each of their respective officers take no responsibility for the contents of this Supplementary Prospectus.

Other than the changes set out in this Supplementary Prospectus, all other details in relation to the Prospectus remain unchanged. To the extent of any inconsistency between this Supplementary Prospectus and the Prospectus, the provisions of this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Prospectus will have the same meaning in this Supplementary Prospectus.

This Supplementary Prospectus and the Prospectus is still subject to the exposure period in accordance with section 727(3) of the Corporations Act which concludes on 12 November 2021. The Directors believe that the changes in this Supplementary Prospectus are not materially adverse and confirm that as at the date of this Supplementary Prospectus, the Company has not received any applications from investors for Shares offered under the Prospectus.

The Company will issue both a printed and electronic version of this Supplementary Prospectus and the Prospectus. Electronic versions of both may be accessed at www.rubixresources.com.au.

This Supplementary Prospectus and the Prospectus are important documents that should be read in their entirety. If you are in any doubt as to the contents of this Supplementary Prospectus or the Prospectus, you should consult your stockbroker, lawyer, accountant or other professional adviser without delay.

2 Reasons for the Supplementary Prospectus

This Supplementary Prospectus has been prepared to update the Prospectus to include additional information about the prospect of the Company undertaking a loyalty options offer in the near future.

The content of this Supplementary Prospectus is not considered by the Company to be materially adverse to investors.

3 Amendments to the Prospectus

The Prospectus is amended as set out below.

3.1 Key Offer Details

The accompanying notes to the Key Offer details table are deleted in their entirety and replaced with the following:

Notes:

• 1 Please refer to Section 1.7 for further details relating to the proposed capital structure of the Company.
• 2 See Section 2.2 for further details of the current capital structure of the Company. See Section 7.2 for the terms and conditions of the Lead Manager Options.
• 3 In consideration for the acquisition of the tenements which comprise of the Etheridge Project, the Company has agreed to issue 1,000,000 Shares to Indo Australis Pty Ltd upon Admission.
• 4 Assuming no further Securities are issued. Note the Company intends to undertake an offer of loyalty Options within four months of Admission. See Section 1.7A for further details.

3.2 Capital Structure on Admission

The notes to the capital structure table in Section 1.7 are deleted in their entirety and replaced with the following:

Notes:

• 1 Please refer to Section 2.2 for further details relating to the Company's current capital structure.
• 2 See Section 7.2 for the terms of issue of the Lead Manager Options.
• 3 In consideration for the acquisition of the tenements which comprise of the Etheridge Project, the Company has agreed to issue 1,000,000 Shares to Indo Australis Pty Ltd upon Admission.
• 4 Assuming no further Securities are issued. Note the Company intends to undertake an offer of loyalty Options within four months of Admission. See Section 1.7A for further details.

3.3 Loyalty Options

A new section 1.7A is inserted into the Prospectus as follows:

1.7A Loyalty Options

The Company may, at the sole discretion of the Board, undertake a pro rata nonrenounceable entitlement issue of loyalty Options in which eligible Shareholders registered on the share register of the Company at a record date, determined by the Board, will be entitled to participate. Should the issue proceed the record date is expected to be within 4 months of Admission.

The future issue of loyalty Options would be offered under a separate prospectus and it is proposed that, for a nominal issue price per Option, one loyalty Option will be granted for every two Shares held by eligible Shareholders on the record date (which at a minimum will include Shareholders with a registered address in Australia and New Zealand). It is expected that the loyalty Options will be exercisable at $0.20 each with an expiry date approximately three years from the date of issue of the Options.

There is no certainty that the Company will undertake a loyalty Options offer. Should the offer proceed, eligible shareholders who wish to participate will need to complete an application form that will accompany the prospectus, which will be provided by the Company in accordance with the ASX Listing Rules for pro-rata offers.

4 Action by investors

As the content of this Supplementary Prospectus is not considered to be materially adverse to investors, no action is needed to be taken by investors. An investor that intends to apply for Shares under the Public Offer will need to complete the application form that is attached to, or accompanying the Prospectus and Supplementary Prospectus.

Shareholders may obtain a copy of the Prospectus and Supplementary Prospectus from the Company's registered office during the Offer Period by contacting the Company as detailed in the Corporate Directory in the Prospectus.

5 Consents

The Company confirms that as at the date of this Supplementary Prospectus, each of the parties that have been named as having consented to being named in the Prospectus have not withdrawn that consent.

6 Directors' Authorisation

The Directors of the Company who authorised the issue of this Supplementary Prospectus accept responsibility for the information contained in this Supplementary Prospectus.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement and issue of this Supplementary Prospectus with ASIC in the form and context in which it is issued.

Signed for and on behalf of the Company on 12 November 2021.

Eddie King Executive Chairman