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ZEUS RESOURCES LIMITED Capital/Financing Update 2021

Jul 29, 2021

66116_rns_2021-07-29_20b3c972-5bf8-44e1-993c-ede7386e9bbf.pdf

Capital/Financing Update

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30 July 2021

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DUE DILIGENCE ON THE WANDAGEE BASE METALS PROJECT IN WA

Zeus Resources Limited (ASX: ZEU | ACN 139 183 190) (“ Zeus ” or the “ Company ”) announces it has entered into an exclusivity agreement with Westoz Gold Pty Ltd (ACN 642 083 593) (“ Westoz ”) to conduct due diligence on the Wandagee Base Metals Project (“ Wandagee Project ”) (application for an exploration licence – E09/2499 (“ Tenement ”)) (“ Exclusivity Agreement ”) to explore the potential acquisition of the Tenement from Westoz if it is granted.

About the Wandagee Project

  • The Wandagee Project is located 150 km north-east of Carnarvon, Western Australia and 45 km east of Northwest Coastal Highway on the well-maintained gravel Lyndon Road.

  • Zeus has identified potential for Pb-Zn and Cu-Pb-Ag deposits and for sediment-hosted base metal mineralisation in Permian sediments near the known Wandagee Fault in the Southern Carnarvon Basin.

  • In July 2021, FMG Resources Pty Ltd applied for tenements in respect of an approximate 31,000 km[2] area surrounding the Wandagee Project.

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Figure 1 – Location of Wandagee Base Metals Project (Application for E09/2499) (light blue shading)

www.zeusresources.com Suite 105, 25-29 Berry Street North Sydney NSW 2060 Australia Tel: +61 2 8488 3270 ACN: 139 183 190

Details of terms of due diligence

The material terms of the Exclusivity Agreement between Zeus and Westoz are summarised as follows:

  • Zeus will pay Westoz a non-refundable fee of $10,000 (“ Exclusivity Fee ”) in consideration for a four-month exclusivity period (“ Exclusivity Period ”) during which Zeus will complete its due diligence investigations. The parties may extend the Exclusivity Period.

  • The acquisition of the Tenement (“ Transaction ”) is conditional on the following key conditions precedent and is not binding unless and until:

  • Zeus has completed and is satisfied, in its absolute discretion, with the results of, its due diligence investigations in relation to the Wandagee Project;

  • the parties agree legally binding final documentation for the Transaction including the purchase consideration and transaction structure;

  • the board of directors and shareholders (if applicable) of Zeus approve the Transaction;

  • the West Australian Minister for Mines and Petroleum (“ Minister ”) grants the Tenement to Westoz free from all encumbrances;

  • where required, Zeus obtains foreign investment approval from the Federal Treasurer (commonly known as “ FIRB Approval ”) in relation to the Transaction;

  • the parties obtain the consent of the Minister to the sale and purchase of the Tenement (if required); and

  • receipt of any other relevant third party, regulatory or other consents and approvals on terms satisfactory to Zeus.

If the result of the due diligence is unsatisfactory or any of the other conditions are not met or waived, Westoz will not refund the Exclusivity Fee and Zeus will have no obligation to proceed with the Transaction. In particular, there is no guarantee, and Zeus makes no representation, that:

  • the results of the due diligence will be satisfactory;

  • the parties will reach an agreement for the Transaction on acceptable terms or at all within the Exclusivity Period; or

  • the Tenement will be granted by the Minister or that the consent of the Minister will be obtained as to the Transaction; or

  • FIRB Approval will be granted by the Federal Treasurer.

About Westoz

Westoz is an Australian private company with its registered office located at 283 Rokeby Road, Subiaco, WA 6008. Westoz was registered on 26 June 2020. It is registered on the Australian Business Register with an ABN of 97 642 083 583.

Upcoming News Flow

Now that the Exclusivity Agreement has been signed, Zeus will work closely with Westoz to carry out due diligence on the Wandagee Project, which will include collecting more geological information.

www.zeusresources.com Suite 105, 25-29 Berry Street North Sydney NSW 2060 Australia Tel: +61 2 8488 3270 ACN: 139 183 190

Zeus is a mineral exploration company with approximately 77 km[2] of tenements in Western Australia. As the mining market is showing signs of recovery, the Company currently is taking a proactive approach to carry out its regular business and pursue new projects. After the placement of June 2021, the Company is in a better financial position to carry out more exploration work in the next period. The Wandagee Project will give Zeus the opportunity to have a broader commodity outlook than the current project holdings.

Upon satisfactory completion of the due diligence, the terms of the acquisition of the Tenement will be agreed on between the Company and Westoz and subsequently will be announced to ASX. Further details and outcome of the due diligence will be announced accordingly.

www.zeusresources.com Suite 105, 25-29 Berry Street North Sydney NSW 2060 Australia Tel: +61 2 8488 3270 ACN: 139 183 190

***

Disclaimers

This announcement is provided for information purposes only and is not a prospectus, disclosure document or other offering document under Australian law or under any other law.

The information in this announcement is of a general nature and does not purport to be complete. This announcement does not purport to contain all the information that a prospective investor may require in connection with any potential investment in the Company. Each recipient must make its own independent assessment of the Company before acquiring any securities in the Company.

Except for any liability that cannot be excluded by law, the Company and its related bodies corporate, directors, employees, servants, advisers and agents (together, “ Affiliates ”) disclaim and accept no responsibility or liability for any expenses, losses, damages or costs incurred by you relating in any way to this announcement including, without limitation, the information contained in or provided in connection with it, any errors or omissions from it however caused, lack of accuracy, completeness, currency or reliability or you or any other person placing any reliance on this announcement, its accuracy, completeness, currency or reliability.

Not investment advice

This announcement is not financial product or investment advice nor a recommendation to acquire or sell securities in the Company. Information in this announcement is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs.

Each recipient of this announcement should make its own enquiries and investigations regarding all information in this announcement including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of the Company and the impact that different future outcomes might have on the Company.

Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. The Company is not licensed to provide financial product advice in respect of its securities.

Past performance

Past performance of the Company should not be relied on and is not indicative of future performance including future security prices.

Forward looking statements

This announcement may contain certain forward-looking statements. The words ‘anticipate’, ‘believe’, ‘aim’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘plan’, ‘project’, ‘will’, ‘should’, ‘seek’ and similar expressions are intended to identify forward looking statements. These forward-looking statements are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company and its Affiliates. Refer to the ‘Risk factors’ above for a summary of certain risk factors that may affect the Company.

Investors are strongly cautioned not to place undue reliance on forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID 19 pandemic.

Forward looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in those statements and any projections and assumptions on which these statements are based. These statements may assume the success of the Company’s business strategies, the success of which may not be realised within the period for which the forward-looking statements may have been prepared, or at all.

www.zeusresources.com

Suite 105, 25-29 Berry Street North Sydney NSW 2060 Australia Tel: +61 2 8488 3270 ACN: 139 183 190

No guarantee, representation, or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns, statements, or tax treatment in relation to future matters contained in this announcement. The forward-looking statements are based on information available to the Company as at the date of this announcement. Except as required by applicable laws or regulations, none of the Company or its Affiliates undertakes to provide any additional information or revise the statements in this announcement, whether as a result of a change in expectations or assumptions, new information, future events, results or circumstances.

Not an offer

This announcement is not an offer or an invitation to acquire securities of the Company or any other financial products. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy securities in the United States or any other jurisdiction where it would be illegal and will not form any part of any contract or commitment for the acquisition of securities.

This announcement has been prepared for publication in Australia only and may not be released to US wire services or distributed in the United States. The securities have not been, and will not be, registered under the US Securities Act of 1933 (the US Securities Act) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. The distribution of this announcement in the United States and elsewhere outside Australia may be restricted by law. Persons who come into possession of this announcement should observe any such restrictions as any non-compliance could contravene applicable securities laws.

This announcement was authorised for release to the ASX by the Board of the Company.

ENDS

For further information, please contact:

Emily Austin

Assistant Company Secretary

[email protected]

www.zeusresources.com Suite 105, 25-29 Berry Street North Sydney NSW 2060 Australia Tel: +61 2 8488 3270 ACN: 139 183 190