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SUREFIRE RESOURCES NL Capital/Financing Update 2023

Nov 22, 2023

65857_rns_2023-11-22_2429d64a-fe00-403d-a5ed-bdeb5a51c2db.pdf

Capital/Financing Update

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Update Summary

Entity name

SUREFIRE RESOURCES NL

Announcement Type Update to previous announcement

Date of this announcement

23/11/2023

Reason for update to a previous announcement

The closing date of the prospectus has been extended to Friday 8 December 2023.

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

SUREFIRE RESOURCES NL

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

ABN

48083274024

1.3 ASX issuer code

SRN

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

The closing date of the prospectus has been extended to Friday 8 December 2023.

1.4b Date of previous announcement to this update

3/11/2023

1.5 Date of this announcement

23/11/2023

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

  • Non-renounceable

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

SRN : 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 +security include an offer of attaching +securities? Yes No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise?

Details of +securities proposed to be issued

ASX +security code and description

SRN : 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 a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

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

The quantity of additional +securities to be issued For a given quantity of +securities held 8

1

What will be done with fractionalentitlements? Maximum number of +securitiesproposed to be issued (subject torounding)
Fractions rounded up to the next 238,344,136
whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security
made? for the retail offer?
AUD - Australian Dollar AUD 0.01100

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

The Board has an overriding discretion to determine allocation of any oversubscriptions as it sees fit.

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

Describe the scale back arrangements

The Company intends to scale back applications at its sole discretion and in the manner it sees fit (subject to any scale back arrangements not resulting in any Director or an associate of a Director being scaled back on a more favourable basis than any other Eligible Shareholders who is scaled back).

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

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

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

Have you received confirmation from ASX that the termsof the proposed +securities are appropriate andequitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of+securities on ASX?
Yes Yes
ASX +security code +Security description
New class-code to be confirmed Options to acquire fully paid shares exercisable at $0.019each, expiry 30.11.2026

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued1 For a given quantity of the new +securities issued1
What will be done with fractional entitlements?Fractions rounded up to the next whole number Maximum number of +securities proposed to be issued(subject to rounding)238,344,136
Offer price details for retail security holders
In what currency will the offer be made? What is the offer price per +security for the retail offer?AUD 0.00000
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

The Board has an overriding discretion to determine allocation of any oversubscriptions as it sees fit.

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

Describe the scale back arrangements

Describe the scale back arrangements

The Company intends to scale back applications at its sole discretion and in the manner it sees fit (subject to any scale back arrangements not resulting in any Director or an associate of a Director being scaled back on a more favourable basis than any other Eligible Shareholders who is scaled back).

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency
AUD - Australian Dollar
Exercise price Expiry date
AUD 0.0190 30/11/2026
Details of the type of +security that will be issued if the option is exercised
SRN : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

238344136

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.

www.surefireresources.com.au

Part 3C - Timetable

3C.1 +Record date

13/11/2023

3C.2 Ex date

10/11/2023

3C.4 Record date

13/11/2023

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

14/11/2023

3C.6 Offer closing date

8/12/2023

3C.7 Last day to extend the offer closing date

5/12/2023

3C.9 Trading in new +securities commences on a deferred settlement basis

11/12/2023

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

14/12/2023

3C.12 Date trading starts on a normal T+2 basis

15/12/2023

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

19/12/2023

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?

SP Corporate Advisory Pty Ltd and Evolution Capital Pty Ltd jointlly

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

6% (plus applicable GST) on placement of any shortfall securities under the Entitlement Offer plus 10 options for every $1 shortfall placed

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

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

Part 3F - Further Information

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

Developing Victory Bore and High Purity Alumina Projects, continued exploration on the development of the Company's other 100% owned projects and working capital

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

Yes

3F.2a Please explain how holdings on different registers or subregisters will be aggregated for the purposes of determining entitlements.

There is only one registry

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

Malaysia, UK, Hong Kong, Singapore

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 Company will rely on each of the eligible nominees or custodians obtaining instructions from their respective beneficiaries

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

www.surefireresources.com.au

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

The Joint Lead Manager will be entitled to be issued with up to 26,217,855 options with same terms as Rights Issue Options

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)? Yes

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 +disclosure document or +PDS for the +securities proposed to be issued

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? No

Part 7B - Issue details

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 +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

SRN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

181,818,182

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid?

What is the issue price per +security? AUD 0.01100

AUD - Australian Dollar

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

Attaching +Security

Is the proposed attaching 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)?New class
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from ASX that the termsof the proposed +securities are appropriate andequitable under listing rule 6.1?Yes Will the entity be seeking quotation of the 'new' class of+securities on ASX?Yes
ASX +security code +Security description
New class-code to be confirmed Options to acquire fully paid shares exercisable at $0.019each, expiry 30.11.2026
+Security type
Options
Number of +securities proposed to be issued
181,818,182
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

Free attaching options on a one for one basis

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

1.000000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar

Exercise price

AUD 0.0190

Expiry date 30/11/2026

Details of the type of +security that will be issued if the option is exercised SRN : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

181818182

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.

www.surefireresources.com.au

Part 7C - Timetable

7C.1 Proposed +issue date

8/11/2023

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

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?

198142873

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

165493491

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?

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?

Yes

7E.1a Who is the lead manager/broker?

SP Corporate Advisory Pty Ltd and Evolution Capital Pty Ltd jointly

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% (exclusive of GST) on placement proceeds plus 10 options for every $1 raised

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

Part 7F - Further Information

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

To raise funds for developing the Victory Bore and High Purity Alumina Projects, for continued exploration on and development of the Company's other 100% owned projects, and for continued working capital

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

The joint lead manager will be entitled to be issued with up to 20,000,000 options having same terms as placement options

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)