TALONX RESOURCES LIMITED — Capital/Financing Update 2020

Sep 17, 2020

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

MOUNT BURGESS MINING NL

Announcement Type

New announcement

Date of this announcement

Friday September 18, 2020

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

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
n/a	2 options for every three shares issued under this placement	34,666,667
	of ORD Mount Burgess Shares
MTB	ORDINARY FULLY PAID	52,000,000
Proposed +issue date
Thursday September 24, 2020

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

MOUNT BURGESS MINING 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.

1.2 Registered Number Type

ABN

Registration Number

31009067476

1.3 ASX issuer code

MTB

1.4 The announcement is

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Friday September 18, 2020

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

==> picture [8 x 8] intentionally omitted <==

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

MTB : ORDINARY FULLY PAID

Number of +securities proposed to be issued

52,000,000

Offer price details

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

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00800

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

Proposed issue of securities

3 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Yes

Will the entity be seeking quotation of the 'new' class of +securities on ASX? Yes

ASX +security code

New class-code to be confirmed

+Security description

2 options for every three shares issued under this placement of ORD Mount Burgess Shares

+Security type

Options

Number of +securities proposed to be issued

34,666,667

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

two options being granted for nil consideration for each 3 ORD MTB shares taken up in the placement of 52,000,000 shares

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

Proposed issue of securities

4 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.0150 Wednesday May 31, 2023

Details of the type of +security that will be issued if the option is exercised

MTB : ORDINARY FULLY PAID

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

one fully paid share (ASX:MTB)

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.

separate announcement will be made

Part 7C - Timetable

7C.1 Proposed +issue date

Thursday September 24, 2020

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? No

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?

52,000,000

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

Making use of the LR 7.1A and the 10% additional placement capacity approved at the Company's AGM on 28 November 2019.

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

Proposed issue of securities

5 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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?

The Lead Manager to the placement was 180 Markets, "Australia's newest Capital Raising Platform with a difference".

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6%

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 provide funding for working capital and resource development.

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

Proposed issue of securities

6 / 6