STANMORE RESOURCES LIMITED — Capital/Financing Update 2022

Mar 2, 2022

Proposed issue of securities

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Announcement Summary

Entity name

STANMORE RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

3/3/2022

The Proposed issue is:

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An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
SMR	ORDINARY FULLY PAID	630,973,889

Trading resumes on an ex-rights basis

7/3/2022

+Record date

7/3/2022

Offer closing date for retail +security holders

21/3/2022

Issue date for retail +security holders

31/3/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

STANMORE 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

ACN 131920968

1.3 ASX issuer code

SMR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

3/3/2022

1.6 The Proposed issue is:

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An accelerated offer

1.6b The proposed accelerated offer is

Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - 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

SMR : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

SMR : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

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to be issued held 7 3 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 630,973,889 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 1.10000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 1.10000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

There are no limits on applications under the Retail Entitlement Offer. However, the allocation of any additional new shares will be limited to the number of shares offered under the Retail Shortfall Facility.

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

Describe the scale back arrangements

In accordance with the allocation policy described in the Retail Offer Booklet.

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

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Part 3D - Timetable

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3D.1a First day of trading halt

3/3/2022

3D.1b Announcement date of accelerated offer

3/3/2022

3D.3 Trading resumes on an ex-rights basis

7/3/2022

3D.4 Rights trading commences

7/3/2022

3D.5 Date offer will be made to eligible institutional +security holders

3/3/2022

3D.6 Application closing date for institutional +security holders

4/3/2022

3D.7 Institutional offer shortfall book build date

4/3/2022

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt)

4/3/2022

3D.9 +Record date

7/3/2022

3D.10a Settlement date of new +securities issued under institutional entitlement offer

15/3/2022

3D.10b +Issue date for institutional +security holders

16/3/2022

3D.10c Normal trading of new +securities issued under institutional entitlement offer

17/3/2022

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

10/3/2022

3D.12 Offer closing date for retail +security holders

21/3/2022

3D.13 Last day to extend retail offer close date

16/3/2022

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3D.14 Rights trading end date

14/3/2022

3D.15 Trading in new +securities commences on a deferred settlement basis

15/3/2022

3D.17 Last day to announce results of retail offer, bookbuild for any shortfall

(if applicable)

24/3/2022

3D.18 Entity announces results of bookbuild (including any information about the bookbuild expected to be disclosed under section 4.12 of Guidance Note 30)

25/3/2022

3D.19 +Issue date for retail +security holders

31/3/2022

3D.20 Date trading starts on a normal T+2 basis

1/4/2022

3D.21 First settlement of trades conducted on a +deferred settlement basis and on a normal T+2 basis

5/4/2022

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Petra Capital Pty Ltd (ACN 110 952 782)

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

A fixed lead arranger fee of A$250,000.

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Petra Capital Pty Ltd (ACN 110 952 782)

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Underwritten up to approximately US$206 million by Petra Capital Pty Ltd.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

A placement and underwriting fee equal to 1% of the gross proceeds from the Entitlement Offer excluding any proceeds raised from Offer Shares acquired by Golden Energy and Resources Limited, Golden Investments Pte Ltd, PT. Sinar Mas Multiartha Tbk, or any of their respective associates.

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3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer to the Annexure to the Announcement lodged with ASX on 3 March 2022 for a summary of the significant events that could lead to the underwriting being terminated.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

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

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Reimbursement of expenses incurred by the Lead Manager, standard share registry, external advisers and ASX administrative fees.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Part fund the acquisition of BHP Minerals Pty Ltd¿s 80% interest in BHP Mitsui Coal Pty Ltd as announced by SMR on 8 November 2021. Refer to announcement on 8 November 2021 and the Investor Presentation lodged with ASX on 3 March 2022 for further details.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Retail: Bahrain, UK, Italy, Japan and Malaysia Institutional: Bahrain, Italy and Japan.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The Retail Entitlement Offer is available to nominees with a registered address on SMR share register in Australia, New Zealand or Singapore who are registered as the holder of shares at 7.00pm (Sydney time) on 7 March 2022 and who holds those shares on behalf of underlying beneficial holders, except to the extent that those underlying beneficial holders are not an eligible retail shareholder.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://stanmore.net.au/investors or https://events.miraqle.com/smr-offer

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3F.7 Any other information the entity wishes to provide about the proposed issue

N/A

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 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)

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