WINSOME RESOURCES LIMITED — Capital/Financing Update 2021

Nov 25, 2021

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STATEMENT OF CONFIRMATIONS

Winsome Resources Limited (ACN 649 009 889) ( Company ) provides the following confirmations to satisfy conditions for the admission of the Company’s securities to quotation on ASX.

Capitalised terms set out in this announcement have the same meaning as set out in the Prospectus.

Confirmations of the Offer and issue of securities

The Company confirms that the Offer under the Prospectus dated 11 October 2021 has closed and the Company has completed the issue of:

• (a) 90,000,000 Shares under the Offer to raise $18,000,000;

• (b) 1,450,000 Shares to the Directors (on conversion of 1,450,000 Tranche 1 Performance Rights);

• (c) 45,000,000 Shares to MetalsTech Limited’s ( MetalsTech ) shareholders by way of an in-specie distribution;

• (d) 5,500,000 Shares to Geosmart Consulting Pty Ltd, Natres Services Pty Ltd, SME Tax Solutions Pty Ltd and Internatzionale Consulting Pty Ltd (or their respective nominee(s)); and

• (e) 4,000,000 Options to the Lead Manager (or its nominee(s)).

Share Sale Agreements

The Company confirms that:

• (a) the conditions precedent to the MetalsTech Sirmac Share Sale Agreement have been satisfied and the Company has completed the issue of 4,500,000 Shares pursuant to that agreement;

• (b) the conditions precedent to the MetalsTech Adina Share Sale Agreement have been satisfied and the Company has completed the issue of 13,500,000 Shares pursuant to that agreement; and

• (c) the conditions precedent to the MetalsTech Cancet Share Sale Agreement have been satisfied and the Company has completed the issue of 27,000,000 Shares pursuant to that agreement.

The Company confirms that these Shares were issued to MetalsTech’s shareholders by way of an in-specie distribution.

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Subscription Agreements

The Company confirms that:

• (a) Heshi Composite Materials Co Limited ( Heshi ) subscribed for 6,000,000 Shares under the Subscription Agreement entered into between the Company and Heshi; and

• (b) Lithium Royalty Corp ( LRC ) subscribed for 14,053,050 Shares under the Subscription Agreement entered into between the Company and LRC.

ASX Waivers

(a) ASX Listing Rule 1.1. Condition 8

On 18 October 2021, the Company applied for a waiver of ASX Listing Rule 1.1 (Condition 8) to the extent necessary to permit the Company to include all non-affiliated security who hold a parcel of ordinary shares with a value of at least $2,000 by reason of the In-specie Distribution of Shares held by MetalsTech in the calculation of spread. ASX has confirmed, pursuant to the spin-out of the Company from MetalsTech, that all non-affiliated security holders who hold a parcel of ordinary shares with a value of at least $2,000 by reason of the In-specie Distribution will not be excluded for the purpose of the Company satisfying the spread condition in Listing Rule 1.1 (Condition 8).

(b)

ASX Listing Rule 1.1. Condition 12 and 6.1

On 11 October 2021, the Company applied pursuant to Listing Rules 1.1 (Condition 12) and 6.1 in relation to the terms of the Performance Rights issued to the three Directors, Chris Evans, Justin Boylson and Qingtao Zeng. Based solely on the information provided, ASX has:

• I. granted the Company a waiver of Listing Rule 1.1 (Condition 12) for the Company to have 4,250,000 Performance Rights on issue; and

• II. confirmed that the terms the Performance Rights are appropriate and equitable for the purposes of Listing Rule 6.1 subject to a number of conditions the Company must comply with.

(c)

ASX Listing Rule 9.1

On 18 October 2021, the Company applied for a waiver of ASX Listing Rule 9.1.3 to the extent necessary to permit the Company not to apply the restrictions in Appendix 9B to the 45,000,001 existing Shares distributed to MetalsTech shareholders (that are not related parties or promoters of Winsome or MetalsTech or their associates) via the In-specie Distribution. ASX has confirmed, pursuant to the spin-out of the Company from MetalsTech, that the requirements of Listing Rule 9.1 do not apply to the recipients of the Shares that are to be distributed in-specie to MetalsTech shareholders.

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PRO-FORMA STATEMENT OF FINANCIAL POSITION

The following updated pro-forma statement of financial position for the Company based on actual funds raised of $18,000,000 under the Prospectus:

	Winsome Resources Ltd as at 30 June 2021 (Audited)	Pro-forma Maximum Subscription (with oversubscriptions) as at 30 June 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	1	16,921,235
Receivables	-	43,344
TOTAL CURRENT ASSETS	1	16,964,579
NON-CURRENT ASSETS
Exploration and evaluation expenditure	-	9,307,155
TOTAL NON-CURRENT ASSETS	-	9,307,155
TOTAL ASSETS	1	26,271,734
LIABILITIES
CURRENT LIABILITIES
Trade and otherpayables	-	(351,733)
TOTAL CURRENT LIABILTIES	-	(351,733)
TOTAL LIABILITIES	-	(351,733)
NET ASSETS	1	25,920,001
EQUITY
Issued capital	1	26,918,457
Reserves	-	391,544
Accumulated losses	-	(1,390,000)
TOTAL EQUITY	1	25,920,001

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STATEMENT OF COMMITMENTS

The Company intends to apply the funds raised from the Offer (being $18,000,0000) over the next two years as follows.

Funds available	Use of funds	Percentage of funds
Existing cash reserves	0	0
Funds raised from the Offer	$18,000,000	100%
Total	$18,000,000	100%
**Allocation of funds1 **
Exploration at Cancet Project	$7,290,000	40.50%
Exploration at Adina Project	$3,090,000	17.17%
Exploration at Sirmac-Clapier	$2,320,000	12.89%
Expenses of the Offer	$1,353,420	7.52%
Administration costs2	$856,000	4.76%
Working capital3	$600,000	3.33%
Total	$18,000,000	100%

Notes:

1. The Company intends to apply these funds towards the purposes set out in this table, including the payment of the expenses of the Offer of which various amounts will be payable prior to completion of the Offer.

2. Administration costs include the general costs associated with the management and operation of the Company’s business including administration expenses, management salaries, directors’ fees, rent and other associated costs.

3. To the extent that:

4. (a) the Company’s exploration activities warrant further exploration activities; or

5. 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.

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CAPITAL STRUCTURE

Set out below is the Company's capital structure from the date of listing:

Security	Number
Shares	141,950,001
Options1	4,000,000
Performance Rights2	2,800,000

Notes :

1. Exercisable at $0.30 on or before 18 November 2025.

2. Refer to Section 10.4 of the Prospectus for vesting conditions of the Performance Rights.

RESTRICTED SECURITIES

The following securities are subject to ASX imposed escrow:

Security	Number	Restriction Period
Shares	7,490,007	Expiring 24 months from the date of quotation
Options1	4,000,000	Expiring 24 months from the date of quotation
Performance Rights2	2,800,000	Expiring 24 months from the date of quotation

Notes :

1. Exercisable at $0.30 on or before 18 November 2025.

2. Refer to Section 10.4 of the Prospectus for vesting conditions of the Performance Rights.

No Impediments

The Company confirms there are no legal, regulatory, statutory or contractual impediments to the Company entering the tenements comprising the Cancet Project, Adina Project and the Sirmac-Clapier Project and carrying out exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

Competent Person Statement

The information in the Investment Overview Section of the Prospectus, included at Section 3, the Company and Projects Overview, included at Section 5, and the Independent Geologist’s Report, included at Annexure A of the Prospectus, which relate to Exploration Results and Exploration Targets are based on information compiled by Mr Robert Wason. Mr Wason has sufficient experience which is relevant

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to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code). Mr Wason is an employee of Mining Insights Pty Ltd. Mr Wason consents to the inclusion of the information in these Sections of the Prospectus in the form and context in which it appears.

For further information, please contact:

Peter Youd Company Secretary +61 419 853 904 administration@winsomeresources.com.au

Authorised for release by the board of Winsome Resources Limited

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