WIN METALS LTD — Capital/Financing Update 2021

Sep 19, 2021

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20 September 2021

Pre-quotation disclosure

Reference is made to the non-renounceable pro rata entitlement offer of 120,000,000 new fully paid ordinary shares ( Shares ) in Widgie Nickel Limited ACN 648 687 094 ( Widgie Nickel ) to eligible Widgie Nickel shareholders ( Offer ) pursuant to the prospectus issued by Widgie Nickel and lodged with the Australian Securities and Investments Commission ( ASIC ) on 19 August 2021 ( Prospectus ).

Capitalised terms used but not defined in this announcement have the meaning given to them in the Prospectus.

The following information is provided as pre-quotation disclosure.

Statement regarding issue of unquoted securities

Widgie Nickel confirms that:

• completion of the issue of 125,000 fully paid ordinary shares in Widgie Nickel subject to mandatory escrow to Andrew Graeme Scott occurred on 17 September 2021; and

• completion of the issue of 2,000,000 unlisted options subject to mandatory escrow to Euroz Hartleys Limited’s nominee occurred on 17 September 2021.

Statement regarding escrow arrangements

The number of securities subject to ASX restrictions and the restriction period applied to those securities is set out in the table below.

Securityholder	Securities subject to mandatory escrow Escrow period
Johannes StigNorregaard	3,900,000 Options 24 months after Listing
Andrew Parker	900,000 Options 24 months after Listing
Scott Perry	600,000 Options 24 months after Listing
FelicityRepacholi-Muir	600,000 Options 24 months after Listing
Andrew Graeme Scott	125,000 Shares 12 months after Listing
	1,500,000 Options 12 months after Listing
Zenix Nominees Pty Ltd as nominee of Euroz Hartleys Limited	2,000,000 Options 24 months after Listing

Widgie Nickel’s capital structure

Widgie Nickel’s capital structure as at the date of this announcement is as follows:

Class	Number of securities
Shares	250,125,000
Options	9,500,000

ABN 77 648 687 094 Level 1, 1292 Hay Street, West Perth, WA 6005

T: +61 8 93221182

Locked Bag 8 West Perth WA 6872

info@widgienickel.com widgienickel.com.au

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Statement regarding satisfaction of conditions precedent to and completion under the Asset Sale Agreement and Share Sale Agreement

Widgie Nickel confirms that all of the conditions precedent under the following agreements have been satisfied:

• the share sale agreement between Widgie Nickel and Neometals Ltd dated 1 June 2021 ( Share Sale Agreement ), including the forgiveness by Neometals Ltd of amounts due to it from Widgie Nickel and Mt Edwards Lithium Pty Ltd ( MELPL ) of $2,242,424 and $8,609,583 respectively; and

• the asset sale agreement between MELPL and Neometals Ltd dated 4 June 2021 ( Asset Sale Agreement ).

Widgie Nickel confirms that completion occurred under the Share Sale Agreement and Asset Sale Agreement on 1 June 2021 and 19 July 2021 respectively.

Statement regarding expenditure program

Widgie Nickel confirms that there are no legal, regulatory, statutory or contractual impediments to entering and carrying out exploration activities on the tenements such that Widgie Nickel will be able to spend its cash in accordance with its commitments for the purposes of ASX Listing Rule 1.3.2(b).

Statement regarding update on transfer of tenements from Neometals Ltd to MELPL

Widgie Nickel confirms that the transfer of E15/1505, E15/1507, E15/1553, E15/1576, E15/1583, L15/102, L15/254, L15/280, M15/74, M15/75, M15/96, M15/97, M15/99, M15/100, M15/101, M15/102, M15/653, M15/698, M15/699, M15/1271 and P15/6092 from Neometals Ltd to MELPL was completed on 19 August 2021.

Widgie Nickel notes that L15/397 is a pending miscellaneous licence application which is jointly held by Estrella Resources Limited (50%) and Neometals Ltd (50%). The Asset Sale Agreement requires Neometals Ltd to transfer its 50% interest in L15/397 to MELPL once it is granted. As at the date of this letter, L15/397 has not been granted.

ASX confirmations

Widgie Nickel has received confirmations from ASX that:

• the non-affiliated Neometals shareholders who received 130,000,000 Shares distributed in-specie to Neometals shareholders through the In-Specie Distribution will not be excluded for the purposes of Widgie Nickel demonstrating satisfaction of Listing Rule 1.1 condition 8; and

• the requirements in Listing Rule 9.1 do not apply to the 130,000,000 Shares distributed in-specie to Neometals shareholders through the In-Specie Distribution.

Documents enclosed for release to the market

Enclosed for release to the market are the following documents:

• Widgie Nickel’s Appendix 1A, Information Form and Checklist, and Annexure I (Mining Entities);

• the Prospectus;

• Widgie Nickel’s constitution;

• MELPL’s audited accounts for the full years ended 30 June 2019 and 30 June 2020 and its reviewed accounts for the half year ended 31 December 2020;

• Widgie Nickel’s equity incentive plan rules;

• Widgie Nickel’s security trading policy;

• a distribution schedule of the number of holders of Shares; and

• a statement setting out the names of the 20 largest shareholders.

ABN 77 648 687 094 Level 1, 1292 Hay Street, West Perth, WA 6005

T: +61 8 93221182

Locked Bag 8 West Perth WA 6872

info@widgienickel.com widgienickel.com.au

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This announcement has been authorised by the Board of Directors of Widgie Nickel.

For more information, please contact:

Graeme Scott Company Secretary and Chief Financial Officer Widgie Nickel Limited

T: +61 8 9322 1182

• E: info@widgienickel.com.au

ABN 77 648 687 094 Level 1, 1292 Hay Street, West Perth, WA 6005

T: +61 8 93221182

Locked Bag 8 West Perth WA 6872

info@widgienickel.com widgienickel.com.au