S2 RESOURCES LTD — Capital/Financing Update 2025

Jun 3, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

S2 RESOURCES LTD

Announcement Type

New announcement

Date of this announcement

4/6/2025

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-2029	8,000,000
confirmed

Proposed +issue date 28/11/2025

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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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

4/6/2025

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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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 28/11/2025 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-2029

+Security type

Options

Number of +securities proposed to be issued

8,000,000

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Appendix 3B - Proposed issue of securities

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Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
The Options being proposed are 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 0.1262 1/7/2029
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 options exercised - 8,000,000 shares in total
The above option exercise price is an estimate only, with the actual exercise price to be 143% of the 5-day VWAP on 30
June 2025.
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.
The Options will be issued on the same terms and conditions as those director options that shareholder approval was
sought for at the 2024 AGM with the only difference being the exercise price and expiry date. A copy of the 2024 Notice
of Meeting is available at this link: https://announcements.asx.com.au/asxpdf/20241028/pdf/069nnpz3ftsqfv.pdf
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Part 7C - Timetable

7C.1 Proposed +issue date

28/11/2025

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

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Appendix 3B - Proposed issue of securities

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

28/11/2025

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 have a 12 month vesting period.

The proposed issue is part of the annual issue of options to all employees and directors. The employee options will be issued on 1 July 2025 with the same exercise price, term and vesting period as the proposed director options, with the director options subject to shareholder approval, which will be sought at the next AGM/GM. 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, each financial year end.

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