STANMORE RESOURCES LIMITED — Capital/Financing Update 2022

Mar 23, 2022

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FOR IMMEDIATE RELEASE

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

24 March 2022

SUCCESSFUL COMPLETION OF RETAIL ENTITLEMENT OFFER

Highlights

• Retail Entitlement Offer successfully completed, raising approximately A$38 million before costs, representing ~5% of the total raising amount

• The completion of the Retail Entitlement Offer represents the final stage of the entitlement offer announced by Stanmore on 3 March 2022 which raised gross proceeds of approximately A$694 million (US$500 million)

Stanmore Resources Limited (“Company” or “Stanmore”) (ASX:SMR) is pleased to announce that it has successfully completed the retail component (“Retail Entitlement Offer”) of its 7 for 3 underwritten pro rata accelerated renounceable entitlement offer, with retail rights trading (“Entitlement Offer”) of new fully paid ordinary shares in Stanmore (“New Shares”) at an offer price of A$1.10 per New Share (“Offer Price”).

Completion of the Retail Entitlement Offer represents the second and final stage of Stanmore’s Entitlement Offer to raise A$694 million (~US$506 million), announced on 3 March 2022. The institutional component of the Entitlement Offer (including the institutional shortfall bookbuild) closed on 3 March 2022 and raised gross proceeds of approximately A$656 million.

The successful completion of the Entitlement Offer satisfies the Company’s equity funding requirements to part fund the acquisition of BHP Minerals Pty Ltd’s 80% interest in BMC Mitsui Coal Pty Ltd which assets include the two major operational mines Poitrel and South Walker Creek, as announced to the market on 8 November 2021.

It is now anticipated that Completion of the acquisition will occur on 3 May 2022.

Retail Entitlement Offer

The Retail Entitlement Offer closed at 5:00pm (Sydney time) on 21 March 2022 and was conducted at the same Offer Price and ratio as under the Institutional Entitlement Offer. Approximately 280 eligible retail shareholders elected to take up some or all of their entitlements, subscribing for 21,126,700 New Shares and raising approximately A$23 million.

4,456,427 New Shares not applied for by eligible retail shareholders were taken up under the retail shortfall facility by eligible shareholders applying for additional New Shares and new investors who acquired entitlements.

Underwritten

The remaining 8,612,249 New Shares offered under the Retail Entitlement Offer will be acquired by the underwriter, Petra Capital Pty Ltd, and sub-underwriters.

Issue of New Shares

The New Shares under the Retail Entitlement Offer are expected to be issued on 31 March 2022 and commence trading on 1 April 2022.

Commenting on the success of the Retail Entitlement Offer, Managing Director Marcelo Matos said:

“The response by the market to both the Institutional Entitlement Offer and Retail Entitlement Offer shows the support for this acquisition which is transformative for Stanmore. The current market outlook for metallurgical coal is very positive with historically peak prices and strong demand, including for PCI coals where demand is exacerbated by global supply disruptions, which helps underpin the value of this transaction for Stanmore. Both the Institutional Entitlement Offer and Retail Entitlement Offer were strongly supported by existing shareholders and new investors. All separation and integration work streams are progressing well for a smooth transition after completion of the transaction on 3 May.”

Key dates

Event	Proposed date
Announcement of results of Retail Entitlement Offer and notification of any shortfall	24 March 2022
Settlement date for Retail Entitlement Offer (including any shortfall facility)	30 March 2022
Retail Entitlement Offer (including any shortfall facility) issue date	31 March 2022
Shares issued on the Retail Entitlement Offer issue date commence trading on ASX	1 April 2022
Despatch of holding statements	1 April 2022

The above events, dates and times are indicative only and may be subject to change. Stanmore reserves the right to amend any or all of these events, dates and times without notice, subject to the consent of the Underwriter, the Corporations Act, the ASX Listing Rules and other applicable laws. The commencement of quotation of New Shares is subject to confirmation by ASX.

Approval

This announcement has been approved for release by the Company Secretary of Stanmore.

Further information and shareholder enquiries

Eligible retail shareholders who have any questions regarding the Entitlement Offer should contact the Stanmore Shareholder Information Line between 8.30am to 5.00pm, Monday to Friday, AEST on 1300 553 490 (from within Australia) or +61 1300 553 490 (from outside Australia).

Further information

Media

Investors

media@stanmore.net.au

investors@stanmore.net.au

Disclaimer

IMPORTANT NOTICES

This release is for information purposes only and is not a financial product or investment advice or a recommendation to acquire Stanmore shares (nor does it or will it form any part of any contract to acquire Stanmore shares) or accounting, legal or tax advice. The information in this release is in summary form and does not contain all the information necessary to fully evaluate the Entitlement Offer or any potential investment in Stanmore. It should be read in conjunction with Stanmore's other periodic and continuous disclosure announcements lodged with ASX. This release has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives and financial situation and needs, and seek legal, financial and taxation advice appropriate for their jurisdiction. Stanmore is not licensed to provide financial product advice in respect of an investment in securities.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This release has been prepared for publication in Australia and may not be released or distributed in the United States. This release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. None of the Entitlements or the New Shares have been, or will be, registered under the U.S. Securities Act of 1933 (“U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States (to the extent such person is acting for the account or benefit a person in the United States), except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws in any state or other jurisdiction of the United States.

About Stanmore Resources Limited (ASX: SMR)

Stanmore Resources Limited owns and operates the Isaac Plains Complex in Queensland’s prime Bowen Basin region which includes the Isaac Plains Mine and processing facilities, the adjoining Isaac Plains East and Isaac Downs mining areas and the Isaac Plains Underground Project. The Company is focused on the creation of shareholder value via the efficient operation of the Isaac Plains Complex and the identification of further development opportunities within the region. Stanmore Resources is a 50% shareholder in the Millennium and Mavis Downs Mine and holds a number of additional high-quality prospective coal tenements located in Queensland’s Bowen and Surat basins.