WA1 RESOURCES LTD — Capital/Financing Update 2022

Feb 3, 2022

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WA1 Resources Ltd ASX code: WA1 ACN 646 878 631 2C Loch Street, Nedlands, WA 6009 E: info@wa1.com.au | W: www.wa1.com.au

1 February 2022

WA1 RESOURCES LTD - PRE-QUOTATION DISCLOSURE

WA1 Resources Ltd (ACN 646 878 631) ( ASX: WA1 ) ( WA1 or the Company ) provides the following confirmations to satisfy the conditions precedent to its admission to the Official List of the ASX. Capitalised terms have the same meaning as given to those terms in the Company’s Prospectus dated 29 November 2021 ( Prospectus ).

1. Confirmation of Completion of Offer

The Company confirms the satisfaction of the conditions to the Offer, the close of the Offer, and completion of the issue of all securities under the Offer, comprising the issue of 22,500,000 ordinary fully paid shares ( Shares ) at an issue price of $0.20 each.

2.

Updated Commitments

Based on the amount raised under the Offer, and only in respect of granted tenements, the Company intends to apply funds raised from the Offer as follows (refer to page 7 of the Prospectus for further details).

Use of Funds Funds Raised ($4.5 million) $m %	Use of Funds Funds Raised ($4.5 million) $m %
Exploration and related expenses(1)	2.8 62%
Corporate and administration expenses	1.0 23%
Reimbursement of West Arunta Project vendor(2)	0.2 4%
Costs of the Offer(3)	0.4 9%
General WorkingCapital(4)	0.1 2%
Total	4.5 100%

Notes:

(1) Refer to Section 2 of the Prospectus and the ITAR In Schedule 3 for further details in respect of the proposed use of funds on exploration of the Company’s Projects.

(2) Refer to Section 7.2 of the Prospectus for details.

(3) Refer to Section 8.7 of the Prospectus for details of the Costs of the Offer.

(4) To the extent that:

• a) the Company’s exploration activities warrant further exploration activities; or

• b) the Company is presented with additional acquisition opportunities, the Company’s working capital will fund such further exploration and acquisition costs (including due diligence investigations and expert’s fees in relation to such acquisitions). Any amounts not so expended will be applied toward administration costs for the period following the initial 2-year period following the Company’s quotation on ASX.

Investors should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including the outcome of

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exploration activities, regulatory developments, and market and general economic conditions. Actual expenditure may differ significantly from the above estimates due to a change in market conditions, the development of new opportunities and other factors (including the risk factors outlined in Section 6 of the Prospectus).

3. Pro forma Statement of Financial Position

Following completion of the Offer, as set out in the Prospectus and based on raising $4.5 million under the Offer, a pro-forma statement of financial position as at 31 December 2021 is set out below.

	Audited as at 30-Jun-21 Subsequent Events Pro-forma Adjustments Pro-forma after Offer
	$ $ $ $
Current Assets Cash and Cash Equivalents Explorations Deposits Other Receivables Total Current Assets Non-Current Assets Exploration & Evaluation Assets Total Non-Current Assets Total Assets Current Liabilities Trade and Other Payables Total Current Liabilities Total Liabilities Net Assets / (Liabilities) Equity Share Capital Share Based Payment Reserve Accumulated Losses Total Equity	206,150 576,000 4,075,544 4,857,694 36,830 - - 36,830 3,563 - - 3,563
	246,543 576,000 4,075,544 4,898,087
	381,837 - - 381,837
	381,837 - - 381,837
	628,380 576,000 4,075,544 5,279,924
	234,229 - - 234,229
	234,229 - - 234,229
	234,229 - - 234,229
	394,151 576,000 4,075,544 5,045,695
	443,999 576,000 4,210,772 5,230,771 - 175,950 - 175,950 (49,848) (175,950) (135,228) (361,026)
	394,151 576,000 4,075,544 5,045,695

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4. Restricted Securities

The Company confirms the following securities are subject to restriction under the ASX Listing Rules.

Securities	Number	Restriction Period
Shares	14,211,664	24 months from the date of quotation of the Company’s securities
Shares	1,485,000	12 months from the date of issue (date of issue was 8 April 2021)
Shares	700,001	12 months from the date of issue (date of issue was 1 June 2021)
Shares	1,553,329	12 months from the date of issue (date of issue was 10 November 2021)
Options ($0.30 exercise price, expiring1-Nov-25)	3,450,000	24 months from the date of quotation of the Company’s securities

The Company confirms there is no voluntary escrow applying to any of the Company’s securities.

5. Capital Structure

The Company’s capital structure as at the date of admission is as follows.

Securities	Number
FullyPaid OrdinaryShares	44,800,000
Options($0.30 exerciseprice each expiring1-Nov-25)	3,450,000

6. ASX Waivers

The Company confirms that it has not applied for or received any ASX Waivers.

7. Confirmation of No Legal, Regulatory, Statutory or Contractual Impediments

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to the Company entering E80/5173, E69/3843 and E69/3844 and carrying out exploration activities such that WA1 will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

By order of the Board.

Paul Savich Managing Director WA1 Resources Ltd

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