UNION STAR METALS LTD — Capital/Financing Update 2021

Sep 6, 2021

Proposed issue of securities

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Announcement Summary

Entity name

PVW RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

7/9/2021

The Proposed issue is:

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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	Tranche A Performance Rights	850,000
confirmed
New class-code to be	Tranche B Performance Rights	850,000
confirmed
PVW	ORDINARY FULLY PAID	1,500,001

Proposed +issue date

7/9/2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

PVW 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

ACN

Registration Number

124541466

1.3 ASX issuer code

PVW

1.4 The announcement is

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New announcement

1.5 Date of this announcement

7/9/2021

1.6 The Proposed issue is:

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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? No 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)? Existing class Details of +securities proposed to be issued ASX +security code and description PVW : ORDINARY FULLY PAID Number of +securities proposed to be issued 1,500,001 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 100% of the Share Capital of Stark Resources Pty Ltd Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 270,000.000000 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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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? No No ASX +security code +Security description New class-code to be confirmed Tranche A Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued

850,000 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

The performance rights will vest and be convertible into ordinary shares on the achievement of milestones including the exploration of mining tenements and the PVW share price achieving a 20 day VWAP of $0.25

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

212,500.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? No If some of the issued +securities do not rank equally Is the actual date from which the +securities will rank equally (non-ranking Provide the actual non-ranking end end date) known? date Yes 7/9/2024

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Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

The Performance Rights are subject to the achievement of certain milestones prior to vesting and conversion to ordinary shares.

Performance options/rights details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.0000 7/9/2024

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

PVW : ORDINARY FULLY PAID

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

850,000

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.

The Tranche A Performance Rights will vest and be convertible into ordinary shares, on the achievement of the following milestones:

A. completion of 3,000m of drilling on the mining tenements; and

B. the PVW share price achieving a 20-day VWAP of $0.25

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? No No ASX +security code +Security description New class-code to be confirmed Tranche B Performance Rights

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+Security type

Performance options/rights

Number of +securities proposed to be issued 850,000 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 The performance rights will vest and be convertible into ordinary shares on the achievement of milestones including the exploration of mining tenements and the PVW share price achieving a 20 day VWAP of $0.30 Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 255,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? No If some of the issued +securities do not rank equally Is the actual date from which the +securities will rank equally (non-ranking Provide the actual non-ranking end end date) known? date Yes 7/9/2024 Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason The Performance Rights are subject to the achievement of certain milestones prior to vesting and conversion to ordinary shares. Performance options/rights details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000 7/9/2024 Details of the type of +security that will be issued if the option is exercised PVW : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 850,000

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.

The Tranche B Performance Rights will vest and be convertible into ordinary shares, on the achievement of the following milestones:

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Proposed issue of securities

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A. The mining tenements having a minimum of 3 significant drilling intersections of at least 5m @ 5g/t Au or equivalent, or 25m @ 1g/t Au or equivalent, at a minimum step out of 50m x 50m; and

B. the PVW share price achieving a 20-day VWAP of $0.30

Part 7C - Timetable

7C.1 Proposed +issue date

7/9/2021

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?

1,500.001

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? No

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? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

1,500,001 Ordinary Fully Paid Shares;

850,000 Tranche A Performance Rights

850,000 Tranche B Performance Rights

The consideration shares and performance rights will be subject to a 12 month voluntary escrow after completion. The Share and performance rights will cease to be subject to voluntary escrow on 7 September 2022

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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 N/A Part 7F - Further Information

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

The Acquisition of mining tenements

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

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:

Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6)

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