VERITY RESOURCES LIMITED — Capital/Financing Update 2019

Jun 16, 2019

Six Sigma Metals

Corporate Details ASX Code: SI6

Directors

ASX Announcement

Steve Groves Non-Executive Director

17 JUNE 2019

Joshua Letcher Non-Executive Director

Capital Raising Update and Appendix 3B

Eddie King Non-Executive Director

The Board of Six Sigma Metals Limited (“SI6” or “the Company”) is pleased to announce that it has received cleared funds committed to tranche 1 of the previously announced $0.5 million (before costs) capital raising via a share placement (“ Placement ”).

The Placement will involve the issue of 125,000,000 fully paid ordinary shares at an issue price of $0.004, with a free attaching unquoted option (exercisable at $0.008 and expiring on 1 July 2022) (“ Options ”) on the basis of one Option for every two Placement shares issued. The Board of SI6 in consultation with the Lead Manager, Xcel Capital Pty Ltd, has revised the amount of shares to be in issued in tranche 1 to be reduced by 10,000,468 shares to 104,375,000 shares. Tranche 2 will increase by 10,000,468 shares and will comprise 20,625,000 shares.

Contact

Suite 2, Level 1 1 Altona Street West Perth WA Australia 6005

+61 (8) 6559 1792

info@sixsigmametals.com sixsigmametals.com

Accordingly, the Placement will be conducted in two tranches, as follows:

• (a) The first tranche will comprise 104,375,000 shares and be undertaken using the Company’s available placement capacity, comprising:

• i. 58,624,685 shares under the Company’s Listing Rule 7.1 15% placement capacity; and

• ii. 45,750,315 shares under the Company’s additional Listing Rule 7.1A 10% placement capacity, as approved by shareholders at the Company’s 2018 annual general meeting;

• (b) The second tranche of 20,625,000 Placement shares and the free attaching Placement Options will be issued subject to shareholder approval at a General Meeting of shareholders which expected to be held in July 2019.

As previously announced on 7 June 2019, the Company will also conduct a share purchase plan pursuant to a transaction specific prospectus to be lodged in due course. The shares and free attaching options to be issued pursuant to the share purchase plan will also be issued subject to shareholder approval at the General meeting expected to be held in July 2019.

ASX Announcement

Listing Rule 3.10.5A Disclosure

The Company confirms that further to the ASX announcements released today, in relation to the Placement and the Appendix 3B, the Company has issued 104,375,000 fully paid ordinary shares at $0.004 per share ( Tranche 1 Placement Shares ).

The Company issued 45,750,315 Tranche 1 Placement Shares under its placement capacity under Listing Rule 7.1A.

The Company provides the following information as required under ASX Listing Rule 3.10.5A in respect of the shares issued under the Company’s 10% Placement Capacity under Listing Rule 7.1A:

• a) The dilutive effect of the Placement under LR 7.1A on existing shareholders is as follows:

Number of shares on issue prior to the issue of the Placement Shares LR7.1A: 457,503,153

	Percentage
Dilution as a result of issue under LR 7.1 of 58,624,685 shares	10.43%
Dilution as a result of issue under LR 7.1A of 45,750,315 shares	8.14%
Total Dilution	18.58%

• b) The 45,750,315 shares issued under Listing Rule 7.1A were issued to sophisticated and professional investors as it was considered to be the most efficient mechanism for raising funds at the time;

• c)

• There were no underwriting arrangements entered into; and

• d) Fees for the placement included a management fee of $25,000.00 (plus GST) and 6% (plus GST) of total funds raised.

page | 2

ASX Announcement

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

Further to the Appendix 3B, the Directors of Six Sigma Metals Limited (ASX: SI6) (Company) provide a notice for the purposes of section 708A(5)(e) of the Corporations Act 2001.

The Tranche 1 Placement Shares are part of a class of securities quoted on ASX and may be subject to a subsequent offer for sale. The Company issued the Tranche 1 Placement Shares without a disclosure document to investors under Part 6D.2 of the Corporations Act 2001 (Cth) (the Act).

As at the date of this notice, the Company has complied with:

• a) the provisions of Chapter 2M of the Act as they apply to the Company; and b) section 674 of the Act.

As at the date of this notice, there is no excluded information for the purposes of sections 708A(7) and (8) of the Corporations Act.

For and on behalf of the Board

==> picture [71 x 24] intentionally omitted <==

Mauro Piccini (Company Secretary)

For further information please contact:

Eddie King Victoria Humphries Chairman Investor Relations E: eddie@kingcorporate.com.au T: +61 431 151 676 victoria@nwrcommunications.com.au

About Six Sigma Metals

Six Sigma Metals (ASX: SI6) is an exploration company operating in Southern Africa specifically targeting projects containing “battery or new world” metals to capitalise on the rising interest in the sector due to recent global technology advances and increasing demand for these commodities. The Company’s key target area of focus is Southern Africa.

page | 3

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SIX SIGMA METALS LIMITED

ABN

96 122 995 073

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares (Tranche 1 Placement)
	104,375,000
	Fully paid ordinary shares at $0.004 per share.

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes
	$0.004 per share
	Placement to professional and sophisticated investors as announced to ASX on 7 and 17 June 2019.
	Yes
	21/11/2018
	58,624,685
	45,750,315

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	N/A
	N/A
	45,750,315 fully paid ordinary shares Yes Issue Price = $0.004 per share 75% of 15 Day VWAP = $0.004 Source - Commsec
	N/A
	RULE 7.1: 10,000,788 RULE 7.1A: nil
	17/06/2019

Number +Class 8 Number and +class of all 561,878,153 Ordinary shares +securities quoted on ASX 132,436,366 Quoted Options ( including the +securities in (expiring 1 July 2021, section 2 if applicable) exercisable at $0.015) Number +Class 9 Number and +class of all 18,000,000 Unquoted Options +securities not quoted on ASX (expiring 23 March 2021, ( including the +securities in exercisable at $0.022 per section 2 if applicable) option) 12,500,000 Unquoted Options (expiring 16 April 2021, exercisable at $0.022 per option)

10 Dividend policy (in the case of a THE COMPANY DOES NOT YET HAVE A DIVIDEND trust, distribution policy) on the POLICY. PAYMENT OF FUTURE DIVIDENDS WILL increased capital (interests) DEPEND UPON THE FUTURE PROFITABILITY AND FINANCIAL POSITION OF THE COMPANY.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which N/A. +quotation is sought

• 39 +Class of +securities for which N/A. quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

• 40 Do the[+] securities rank equally in N/A. all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation N/A. now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

• Number +Class

• 42 Number and +class of all N/A. +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: .................................................... Date: 17/06/2019

(Company Secretary)

Print name: Mr Mauro Piccini

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [454 x 409] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary
457,503,153
securities on issue 12 months before the
+ issue date or date of agreement to issue
Number Date Issue Type
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A” 457,503,153
----- End of picture text -----

Step 2: Calculate 15% of “A”

“B” 0.15

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

[Note: this value cannot be changed]

Multiply “A” by 0.15

68,625,473

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

	Number	Date	Type
	58,624,685	17/06/2019	7.1 issue T1
			Placement no
			shareholder approval.

“C” 58,624,685

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	68,625,473
Subtract“C” Note: number must be same as shown in Step 3	58,624,685
Total[“A” x 0.15] – “C”	10,000,788
	[Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Part 2

==> picture [354 x 13] intentionally omitted <==

----- Start of picture text -----

Rule 7.1A – Additional placement capacity for eligible entities
----- End of picture text -----

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 457,503,153 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 45,750,315 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Number Date Type Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: 45,750,315 17/06/2019 7.1A issue T1 • This applies to equity securities – not placement just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” 45,750,315

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	45,750,315
Subtract“E” Note: number must be same as shown in Step 3	45,750,315
Total[“A” x 0.10] – “E”	nil
	Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013