SULTAN RESOURCES LTD — Capital/Financing Update 2024

Feb 5, 2024

Proposed issue of securities

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Announcement Summary

Entity name

SULTAN RESOURCES LTD

Announcement Type

New announcement

Date of this announcement

6/2/2024

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	Quoted options - exercisable at $0.03 on or before three (3)	26,465,561
confirmed	years from the date of issue.
Proposed +issue date
1/3/2024

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

SULTAN 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

ABN

Registration Number

35623652522

1.3 ASX issuer code

SLZ

1.4 The announcement is

New announcement

1.5 Date of this announcement

6/2/2024

1.6 The Proposed issue is:

A placement or other type of issue

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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 12/4/2024 Estimated

Comments

The Joint Lead Manager Options and sub-underwriting options issued to director Jeremy King will be subject to shareholder approval.

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 are non CDIs)

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? Yes No ASX +security code +Security description New class-code to be confirmed Quoted options - exercisable at $0.03 on or before three (3) years from the date of issue.

+Security type

Options

Number of +securities proposed to be issued

26,465,561

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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
Underwriter Options and Joint Lead Manager Options
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
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 0.0300 1/3/2027
Details of the type of +security that will be issued if the option is exercised
SLZ : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 fully paid ordinary share to be issued for each option exercised
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.
Please refer to the Prospectus lodged on ASX dated 6 February 2024.
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Part 7C - Timetable

7C.1 Proposed +issue date 1/3/2024

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

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7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

15,513,181 options will be issued under listing rule 7.1 and 952,380 options to be issued subect to shareholder approval pursuant to the Director sub-underwriting agreement.

In addition, subject to shareholders approval, 10,000,000 options will be issued to the Joint Lead Managers of the Rights Issue.

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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

For more details in relation to this Appendix 3B, please refer to Sections 5.4, 5.5 and 5.6 of the Prospectus lodged by the Company on ASX dated 6 February 2024 .

Part 7F - Further Information

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

Options issued to the Underwriter/sub-underwriter and Joint Lead Managers of the Rights Issue as announced on ASX on 6 February 2024.

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

Please refer to the Company's ASX announcement and Prospectus lodged 6 February 2024.

7F.3 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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