S2 RESOURCES LTD — Capital/Financing Update 2024

Jun 30, 2024

Appendix 3B - Proposed issue of securities

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

Announcement Summary

Entity name

S2 RESOURCES LTD

Announcement Type

New announcement

Date of this announcement

1/7/2024

The Proposed issue is:

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	OPTIONS EXPIRING 1-JUL-2028 EX$0.135	10,000,000
confirmed

Proposed +issue date 29/11/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

1 / 5

Appendix 3B - Proposed issue of securities

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

Part 1 - Entity and announcement details

1.1 Name of +Entity

S2 RESOURCES LTD

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

ACN

Registration Number

606128090

1.3 ASX issuer code

S2R

1.4 The announcement is

New announcement

1.5 Date of this announcement

1/7/2024

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

2 / 5

Appendix 3B - 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 29/11/2024 Estimated No

Comments

Part 7B - Issue details

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 do not have +CDIs issued over them)

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 code +Security description New class-code to be confirmed OPTIONS EXPIRING 1-JUL-2028 EX$0.135

+Security type

Options

Number of +securities proposed to be issued

10,000,000

Appendix 3B - Proposed issue of securities

3 / 5

Appendix 3B - Proposed issue of securities

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

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

==> picture [538 x 370] intentionally omitted <==

----- Start of picture text -----

Options are being proposed to be issued to directors as part of reasonable remuneration, subject to shareholder approval.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.000001
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.1350 1/7/2028
Details of the type of +security that will be issued if the option is exercised
S2R : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 share issued per option exercised - 10,000,000 shares in total
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.
Options will be issued on the same terms and conditions as those director options that shareholder approval was sought
for at the 2023 AGM with the only difference being the exercise price of $0.135 and expiry date of 1 July 2028. A copy of
the 2023 Notice of Meeting is available at this link:
https://announcements.asx.com.au/asxpdf/20231016/pdf/05w3g2xqwlvxq2.pdf
----- End of picture text -----

Part 7C - Timetable

7C.1 Proposed +issue date

29/11/2024

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 29/11/2024

Appendix 3B - Proposed issue of securities

4 / 5

Appendix 3B - Proposed issue of securities

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

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? 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 Nil

Part 7F - Further Information

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

As part of reasonable remuneration to the Directors.

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

Options will have a 12 month vesting period.

The proposed issue is part of the annual issue of options to all employees and directors with the options issued to employees today on the same terms and conditions as the proposed director options which are subject to approval by shareholders at the Company's annual general meeting. This is in line with the Company's policy to issue/propose options to all Company personnel and directors on a consistent basis in terms of vesting conditions, term and exercise price and on a consistent and objective date that aligns with other remuneration changes each financial year end.

Appendix 3B - Proposed issue of securities

5 / 5