ZEOTECH LIMITED — Capital/Financing Update 2021

Dec 12, 2021

Proposed issue of securities

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Update Summary

Entity name

ZEOTECH LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

13/12/2021

Reason for update to a previous announcement

Change to estimated date for security holder approval pending satisfaction of condition precedent to acquisition as outlined in ASX announcement dated 23 August 2021.

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ZEOTECH LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ABN 29137984297

1.3 ASX issuer code

ZEO

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Change to estimated date for security holder approval pending satisfaction of condition precedent to acquisition as outlined in ASX announcement dated 23 August 2021.

1.4b Date of previous announcement to this update

23/8/2021

1.5 Date of this announcement

13/12/2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 31/3/2022 Estimated

Comments

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

ZEO : ORDINARY FULLY PAID

Number of +securities proposed to be issued

37,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities

Acquisition of the Toondoon Kaolin project located in Queensland, comprising ML 80126 EPM 27395 and EPM 27866, through the acquisition of 100% of the issued capital of Kalotech Pty Ltd.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

2,590,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

31/3/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

31/3/2022

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Acquisition of the Toondoon Kaolin project located in Queensland, comprising ML 80126 EPM 27395 and EPM 27866, through the acquisition of 100% of the issued capital of Kalotech Pty Ltd

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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