XPEDRA RESOURCES LIMITED — Share Issue/Capital Change 2021

Jul 29, 2021

ASX Announcement 30 July 2021

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ISSUE OF PERFORMANCE RIGHTS UPDATE

Valor Resources Limited (“Valor”) or (“the Company”) announces that further to the Appendix 3B lodged with the ASX today and following discussions with the ASX, Valor has amended the agreement to issue Performance Rights to consultants as detailed in the ASX Announcement dated 23 July 2021 titled “Completion of Acquisition & Issue of Performance Rights” . The Company will issue 40,000,000 Performance Rights to consultants which will vest, and be convertible into Shares, on the achievement of the following Milestones and in accordance with the terms and conditions attached to this announcement:

Milestone One – Within twelve months of the date of issue of the Performance Rights:

Consultant Performance Rights Hurdles	Number
(a) Completion of more than 1,500m drilling in Peru or Canada; and (b) trading in VAL achieves a 20-day VWAP of $0.015 after three months of continuous service to the Company	7,500,000
(a) completion of more than 1,500m drilling in Peru; and (b) trading in VAL achieves a 20-day VWAP of $0.015 after three months of continuous service to the Company	7,500,000
(a) completion of more than 1,500m drilling in Peru; and (b) trading in VAL achieves a 20-day VWAP of $0.015 after three months of continuous service to the Company	5,000,000

Milestone Two – Within two years of the date of issue of the Performance Rights:

Consultant Performance Rights Hurdles	Number
(a) achieving significant mineralised intersections of not less than 10m @ >0.5% U3O8 or equivalent (e.g. 5m @ > 1.0% U3O8) OR achieving significant mineralised intersections of not less than 10m @ >1% Cu or equivalent (e.g. 5m @ > 2% Cu); and (b) trading in VAL achieves a 20-day VWAP of $0.025 after three months of continuous service to the Company.	7,500,000
(a) achieving significant mineralised intersections of not less than 10m @ >1% Cu or equivalent (e.g. 5m @ > 2% Cu); and (b) trading in VAL achieves a 20-day VWAP of $0.025 after three months of continuous service to the Company	7,500,000
(a) achieving significant mineralised intersections of not less than 10m @ >1% Cu or equivalent (e.g. 5m @ > 2% Cu); and (b) trading in VAL achieves a 20-day VWAP of $0.025 after three months of continuous service to the Company	5,000,000

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Valor Resources Limited ACN 076 390 451 Tel: +61 8 9200 3467 22 Lindsay Street, Perth WA 6000 Web: valorresources.com.au

Web: valorresources.com.au

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The consultants are not related parties of the Company and the Performance Rights are to be issued as ordinary course of business remuneration securities in accordance with the ASX Guidance Note 19 Performance Rights Paragraph 8(2). The Performance Rights will be issued within the Company’s existing placement capacity under Listing Rule 7.1 without shareholder approval.

Following the issue of the Performance Rights, the Company’s shareholding structure will be as follows:

Securities	Number Prior to Issue	To be issued	Total Securities
Ordinary fully paid Shares	2,898,831,418	-	2,898,831,418
Listed Options VALOB @ $0.015 expiry 31/12/2021	425,000,000	-	425,000,000
Unlisted Options @ $0.008 expiry 11/02/2024	60,000,000	-	60,000,000
Unlisted Options @ $0.015 expiry 11/02/2024	60,000,000	-	60,000,000
Unlisted Options @ $0.015 expiry 03/05/2023	25,000,000	-	25,000,000
Performance Rights – Vendors	333,333,333	-	333,333,333
Performance Rights – Directors	180,000,000	-	180,000,000
Performance Rights – Consultants	-	40,000,000	40,000,000

TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

The following terms and conditions apply to the issue of 40,000,000 Performance Rights for Consultants:

definitions Italicised terms are defined below or described in a table row. change of control event means

• (a) the occurrence of:

• (i) the offeror under a takeover offer in respect of all shares announcing that it has achieved acceptances in respect of 50.1% or more of the shares ; and

• (ii) that takeover bid has become unconditional; or

• (b) the announcement by the company that:

• (i) shareholders have at a Court-convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all shares are to be either:

  • A. cancelled; or

  • B. transferred to a third party; and

• (ii) the Court, by order, approves the proposed scheme of arrangement.

company means Valor Resources Limited ACN 076 390 451.

expiry date has that meaning given to it in item (b) in the row below.

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holder means a holder of a performance right .

listing rules mean the listing rules of ASX .

milestone means a performance milestone set out in items (a)(i) to (a)(iii) in the row below.

performance right a right to subscribe for a share .

share means a fully paid ordinary share in the capital of the company .

shareholder means a holder of shares .

conversion of performance rights

(a) Milestones

The performance rights will vest, and be convertible into shares , on the achievement of the following milestones and in the following amounts:

• (i) Consultant geologist

Milestone 1 –

• 7,500,000 performance rights to vest on:

• A. completion of more than 1,500m drilling in Peru or Canada; and

• B. trading in VAL achieves a 20-day VWAP of $0.015 after three months of continuous service to the company ,

within 12 months of issue.

Milestone 2 –

• 7,500,000 performance rights to vest on

• A. achieving significant mineralised intersections of not less than 10m @ >0.5% U3O8 or equivalent (e.g. 5m @ > 1.0% U3O8) OR achieving significant mineralised intersections of not less than 10m @ >1% Cu or equivalent (e.g. 5m @ > 2% Cu); and

• B. trading in VAL achieves a 20-day VWAP of $0.025 after three months of continuous service to the company .

within 2 years of issue.

• (ii) Country Manager

Milestone 1 –

• 7,500,000 performance rights to vest on:

• A. completion of more than 1,500m drilling in Peru; and

• B. trading in VAL achieves a 20-day VWAP of $0.015 after three months of continuous service to the company ,

within 12 months of issue.

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Milestone 2 -

• (2) 7,500,000 performance rights to vest on:

• A. achieving significant mineralised intersections of not less than 10m @ >1% Cu or equivalent (e.g. 5m @ > 2% Cu); and

• B. trading in VAL achieves a 20-day VWAP of $0.025 after three months of continuous service to the company ,

within 2 years of issue.

(iii) Consultant geologist

Milestone 1 –

• 5,000,000 performance rights to vest on:

• A. completion of more than 1,500m drilling in Peru; and

• B. trading in VAL achieves a 20-day VWAP of $0.015 after three months of continuous service to the company ,

within 12 months of issue.

Milestone 2 –

• 5,000,000 performance rights to vest:

• A. achieving significant mineralised intersections of not less than 10m @ >1% Cu or equivalent (e.g. 5m @ > 2% Cu); and

• B. trading in VAL achieves a 20-day VWAP of $0.025 after three months of continuous service to the company ,

within 2 years of issue

• (b) Conversion notice

Once vested, a performance right may be converted by the holder giving written notice to the company (conversion notice ) prior to the date that is 36 months from the date of issue of the performance right ( expiry date ).

No payment is required to be made for conversion of a performance right to a share .

• (c) Lapse

To the extent that the performance rights have not converted into shares on or before the expiry date , then all such unconverted performance rights held by each holder will automatically lapse.

• (d) Issue of shares

The company will issue a share on conversion of a performance right within 10 business days following the conversion or such period required by the listing rules .

• (e) Holding statement

The company will issue the holder with a new holding statement for any share issued on conversion of a performance right within 10 business days following the issue of the share .

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(f) Ranking of shares

Each share into which the performance rights will convert will, on issue:

• (i) rank equally in all respects (including, without limitation, rights relating to dividends) with other issued shares ;

• (ii) be issued credited as fully paid; (iii) be duly authorised and issued by all necessary corporate action; and (iv) be issued free from all liens, charges and encumbrances whether known about or not including statutory and other pre-emption rights and any transfer restrictions.

• conversion on If there is a change of control event in relation to the company prior to the conversion of the change of performance rights , then the milestones will be deemed to have been achieved by the date of the control change of control event , and each performance right will automatically and immediately convert into shares .

• takeover (a) If the conversion of performance rights under these terms and conditions would result in provisions any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) then the conversion of each performance right that would cause the contravention will be deferred until such time or times thereafter that the conversion would not result in a contravention of section 606(1) of the Corporations Act . Following a deferment under this paragraph, the company will at all times be required to convert that number of performance rights that would not result in a contravention of section 606(1) of the Corporations Act .

• (b) The holders will give notification to the company in writing if they consider that the conversion of performance rights under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act , failing which the company will assume that the conversion of performance rights under these terms and conditions will not result in any person being in contravention of section 606(1) of the Corporations Act .

• (c) The company may (but is not obliged to) by written notice request a holder to give notification to the company in writing within seven days if the holder considers that the conversion of performance rights under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act . If the holder does not give notification to the company within seven days that it considers the conversion of performance rights under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act then the company will assume that the conversion of performance rights under these terms and conditions will not result in any person being in contravention of section 606(1) of the Corporations Act.

• rights attaching (a) Notice of satisfaction of milestone to performance (i) The company will give written notice to the holder ( milestone notice ) promptly

• rights following satisfaction of a milestone or lapse of a performance right where the milestone is not satisfied.

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• (ii) Where the milestone notice gives notice of lapse of a performance right , the milestone notice must include information on how and when the company determined whether or not a milestone had been achieved.

• (iii) Where a holder disputes the company’s finding that a milestone has not been achieved and performance rights have lapsed, the parties may appoint an independent auditor to review that decision. In the event that the parties cannot agree on an independent auditor, an independent expert will be appointed by the Resolution Institute.

• (iv) Should an independent auditor or an independent expert be appointed in accordance with paragraph (a)(iii) and subsequently find in favour of the holder , the expiry date shall be extended from the date of communication of the final finding by the auditor/expert to allow the holder reasonable and sufficient time to give a conversion notice.

• (b) Entitlement

Each performance right entitles the holder to subscribe for one share upon satisfaction of the milestone and issue of the conversion notice by the holder .

• (c) No voting rights

A performance right does not entitle a holder to vote on any resolutions proposed at a general meeting of shareholders of the company .

• (d) No dividend rights

A performance right does not entitle a holder to any dividends.

• (e) No right to surplus profits or assets

A performance right does not entitle a holder to participate in the surplus profits or assets of the company upon winding up of the company .

• (f) No right to a return of capital

A performance right does not entitle a holder to a return of capital, whether upon winding up of the company , upon a reduction of capital or otherwise.

• (g) Not transferable

A performance right is not transferable.

• (h) Reorganisation of capital

If there is a reorganisation (including, without limitation, consolidation or sub-division, but excluding a return of capital) of the issued capital of the company , the rights of a holder will be varied (as appropriate) in accordance with the listing rules which apply to reorganisation of capital at the time of the reorganisation, so long as the reorganisation does not prejudice the holder.

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(i) Quotation of shares on conversion

An application will be made by the company to the Australian Securities Exchange ( ASX ) for official quotation of the shares issued upon the conversion of each performance right within the time period required by the listing rules of ASX .

(j) Participation in entitlements and bonus issues

A performance right does not entitle a holder to participate in new issues of capital offered to holders of shares , such as bonus issues and entitlement issues.

(k) No other rights

A performance right does not give a holder any other rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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This announcement has been authorised for release by the Board of Directors.

For further information, please contact:

Mr George Bauk Email: george@totode.com.au Executive Chairman Phone: + 61 408 931 746

ASX: VAL/VALOB

ABOUT VALOR RESOURCES

Valor Resources Limited (ASX:VAL) (“Valor” or “the Company”) is an exploration company focussed on creating shareholder value through acquisitions and exploration activities. The Company is focussed on two key projects as outlined below in Peru and Canada.

Valor’s 100% owned Peruvian subsidiary, Kiwanda SAC holds the rights to the Picha and Berenguela South Projects located in the Moquegua Department of Peru, 17km ENE of the Chucapaca (San Gabriel – Buenaventura) gold deposit. They are two copper-silver exploration projects comprising ten granted mining concessions for a total of 6,031 hectares.

Valor is the 100% owner of Pitchblende, which holds the following interests:

• right to earn an 80% working interest in the Hook Lake Uranium Project located 60km east of the Key Lake Uranium Mine in northern Saskatchewan. Covering 25,846 hectares, the 16 contiguous mineral claims host several prospective areas of uranium mineralisation; and

• 100% equity interest in 19 contiguous mineral claims covering 62,233 hectares in northern Saskatchewan. The property is located 7km east of the former-producing Cluff Lake Uranium Mine and much of the project area is located within the Carswell geological complex that hosts the Cluff Lake Mine.

• Five additional projects within the Athabasca Basin with 100% equity interest in 12 mineral claims covering 10,512 hectares at the Surprise Creek Project, Pendleton Lake Project, Smitty Uranium Mine, Lorado Uranium Mine and the Hidden Bay Project.

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