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VAULT MINERALS LIMITED Capital/Financing Update 2021

Mar 23, 2021

65991_rns_2021-03-23_3821c709-48c8-4263-9574-ebbc666ebb56.pdf

Capital/Financing Update

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24 March 2021

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Not for release to US wire services or distribution in the United States

Despatch of Retail Entitlement Offer Document

Red 5 Limited ( Red 5 or the Company ) advises that the Company has today despatched the Retail Entitlement Offer Document under section 708AA of the Corporations Act 2001 (Cth) along with personalised entitlement and acceptance forms to all Eligible Retail Shareholders as at the Record Date of 19 March 2021 at 7.00 pm (Sydney time).

Eligible Retail Shareholders are encouraged to carefully consider the full details of the Retail Entitlement Offer as contained in the Retail Entitlement Offer Document, including the risks of investment as described in Section 4 of the Retail Entitlement Offer Document before making a decision to invest.

For clarity, the Company advises that the key dates are as outlined in the following indicative timetable:

Event Date
Trading halt lifted and Existing Shares resumed trading on an ex-entitlement
basis
19 March 2021
Record Date for the Retail Entitlement Offer 19 March 2021 at 7.00 pm
(Sydneytime)
Settlement of Institutional Entitlement Offer 24 March 2021
Opening Date of Retail Entitlement Offer 24 March 2021 at 10.00 am
(Sydneytime)
Closing Date of Retail Entitlement Offer 9 April 2021at 5.00 pm
(Sydneytime)
Announcement of results of Retail Entitlement Offer 13 April 2021
Settlement of Retail Entitlement Offerpursuant to underwriting 14 April 2021
Commencement of trading of New Shares on ASX under Retail Entitlement
Offer
15 April 2021
Despatch of New Shares holding statements issued under the Retail
Entitlement Offer
16 April 2021

The above timetable is indicative only and subject to change. Red 5, in conjunction with the Joint Lead Managers, reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws. All times and dates are in reference to Sydney time.

The Company has also sent notices to Ineligible Retail Shareholders, providing details of the entitlement offer and advising them that they will not be offered securities pursuant to the Retail Entitlement Offer Document. A sample of that letter is attached.

Please contact the Company’s Share Registry on 1300 288 664 for callers within Australia or +61 2 9698 5414 for overseas callers, if you have any queries regarding the Retail Entitlement Offer or your eligibility to participate in it.

Red 5 Limited

ABN 73 068 647 610 ASX: RED Shares on issue: 1,972M Level 2, 35 Ventnor Avenue West Perth 6005 Western Australia Tel: (+61) 8 9322 4455 Fax: (+61) 8 9481 5950 Web: www.red5limited.com Investor enquiries: [email protected]

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Authorised for release by the Board.

For more information:

Investors/Shareholders:

Patrick Duffy, Chief Corporate Development Officer Mark Williams, Managing Director Red 5 Limited Telephone: +61 8 9322 4455

Media:

Nicholas Read / Kate Bell Read Corporate

Telephone: +61 8 9388 1474

2

Red 5 Limited ABN 73 068 647 610

PO Box 1911 West Perth 6872 Western Australia, Australia

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Telephone: +61 8 9322 4455 Facsimile: +61 8 9481 5950

Not for release to US wire services or distribution in the United States

24 March 2021

Dear Shareholder

Accelerated Non-Renounceable Rights Issue - Notice to Ineligible Retail Shareholders

On 17 March 2021, Red 5 Limited (Red 5 or the Company) announced an accelerated non-renounceable rights issue to eligible shareholders, on the basis of 4 new fully paid ordinary shares for every 21 shares held, at an issue price of A$0.16 per share (New Share), to raise a minimum of A$60 million before costs ( Entitlement Offer ).

The Entitlement Offer consists of an entitlement offer to institutional shareholders ( Institutional Entitlement Offer ), and an entitlement offer to retail shareholders ( Retail Entitlement Offer ). The Institutional Entitlement Offer was conducted on 17-18 March 2021 and the results were announced on the Australian Securities Exchange (ASX) on 19 March 2021.

The Retail Entitlement Offer will be available to all registered retail shareholders who hold shares on 19 March 2021 at 7.00 pm Sydney time ( Record Date ) who have registered addresses in Australia, New Zealand, Singapore, Switzerland, United Kingdom, Malaysia, and Hong Kong ( Eligible Retail Shareholders ).

The Entitlement Offer is joint lead managed and underwritten by Canaccord Genuity (Australia) Limited and Petra Capital Pty Ltd ( Joint Lead Managers ).

The purpose of the Entitlement Offer is to raise A$60 million for the Company to provide funds towards the development of the Company’s King of the Hills Project, drilling and development programs at the Darlot Gold Mine and for general working capital.

An Offer Document in relation to the Retail Entitlement Offer was lodged with the ASX on 19 March 2021 and is available on the ASX website and also on the Company website at http://www.red5limited.com/.

The proposed timetable for the Entitlement Offer is set out in the table below:

Tradinghalt(before market open) 17 March 2021
Announcement of Entitlement Offer and Appendix 3B and section 708AA
cleansingstatement lodged
17 March 2021
Institutional Entitlement Offer opens 17 March 2021
Institutional Entitlement Offer closes 18 March 2021
Announcement of results of Institutional Entitlement Offer and release of
Retail Entitlement Offer Document to ASX (before commencement of
tradingfollowingthe tradinghalt)
19 March 2021
Trading halt lifted and Existing Shares resume trading on an ex-
entitlement basis
19 March 2021
Record Date for the Retail Entitlement Offer 19 March 2021 at 7.00 pm
(Sydneytime)
Settlement of Institutional Entitlement Offer 24 March 2021
Dispatch of Retail Entitlement Offer Document and Acceptance Form 24 March 2021
Opening Date of Retail Entitlement Offer 24 March 2021 at 10.00 am
(Sydneytime)
Appendix 2A for New Shares issued under the Institutional Entitlement
Offer lodged
25 March 2021
Quotation of New Shares issued under the Institutional Entitlement Offer 25 March 2021
Last dayto extend Retail Entitlement Offer close date 6 April 2021
Closing Date of Retail Entitlement Offer 9 April 2021at 5.00 pm
(Sydneytime)
Announcement of results of Retail Entitlement Offer 13 April 2021
Settlement of Retail Entitlement Offerpursuant to underwriting 14 April 2021
Appendix 2A for New Shares issued under the Retail Entitlement Offer
lodged
14 April 2021
Commencement of trading of New Shares on ASX under Retail
Entitlement Offer
15 April 2021
Despatch of New Shares holding statements issued under the Retail
Entitlement Offer
16 April 2021

This timetable is indicative only and may be subject to change subject to the requirements of the Corporations Act and the ASX Listing Rules.

In accordance with the ASX Listing Rules and the Corporations Act 2001 (Cth), Red 5 has considered the number of retail shareholders with registered addresses outside of Australia, New Zealand, Singapore, Switzerland, United Kingdom, Malaysia, and Hong Kong, the number and value of the shares held by those shareholders, and the number and value of New Shares those shareholders would be offered pursuant to the Retail Entitlement Offer. Taking this into consideration, as well as taking into consideration the costs of complying with the legal requirements and the requirements of the regulatory authorities of those relevant jurisdictions, Red 5 believes it to be unreasonable to extend the Retail Entitlement Offer to all retail shareholders. Accordingly, the offer pursuant to the Retail Entitlement Offer will only be extended to those retail shareholders who are Red 5 shareholders as at 7.00 pm (Sydney time) on 19 March 2021, and who have registered addresses in Australia, New Zealand, Singapore, Switzerland, United Kingdom, Malaysia, and Hong Kong. Entitlements to New Shares pursuant to the Entitlement Offer are non-renounceable and accordingly will not be traded on the ASX.

As you are a retail shareholder with a registered address outside of Australia, New Zealand, Singapore, Switzerland, United Kingdom, Malaysia, and Hong Kong, the offer pursuant to the Retail Entitlement Offer will not be extended to you.

Please contact 1300 288 664 of +61 2 9698 5414 if you have any queries regarding the Entitlement Offer or your eligibility to participate in the Retail Entitlement Offer.

Yours faithfully

Frank Campagna Company Secretary Red 5 Limited

This letter is not a prospectus or offering document under Australian law or under any other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any securities in the Company in any jurisdiction. In particular, this letter does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this document have not been, and will not be registered, under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act of 1933 and applicable US state securities laws.