ZEUS RESOURCES LIMITED — Capital/Financing Update 2024

Oct 17, 2024

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ASX ANNOUNCEMENT

18 October 2024

SHARE PURCHASE PLAN & PLACEMENT OF OPTIONS

• The Company is seeking to raise up to $600,000 via a Share Purchase Plan (SPP) and will include one (1) free-attaching option for every two (2) shares subscribed for under the SPP (SPP Options). The issue of SPP Options is subject to shareholder approval.

• The Company is also seeking to raise up to $198,169 via a placement of options to current holders of “ZEUO” options at an issue price of $0.001 on a one for one basis (Placement Options).

• The SPP Options and Placement Options will be exercisable at $0.02 on or before that date which is three years after the date of issue.

• Proceeds raised from the SPP & Placement Options will be applied towards new project generation and general working capital requirements.

• The issue of Placement Options, SPP Options and any shares comprising the shortfall to the SPP will be subject to shareholder approval. The Company will hold a General Meeting of Shareholders as soon as practicably possible to seek this approval.

Zeus Resources Ltd (ASX: ZEU, “ Zeus ”, the “ Company ”) is pleased to announce that it will be undertaking a non-renounceable share purchase plan (“ SPP ”), at $0.008 per share to raise up to $600,000 (before costs). Eligible participants in the SPP will also be entitled to apply for one (1) free attaching new option (“ SPP Option ”) for every two new shares subscribed for (“ SPP Share ”) under the SPP Share Offer (defined below).

In addition, the Company is proposing to complete a placement of options to holder of “ZEUO” options at $0.001 per option to raise up to $198,000 (before costs).

The Company will not be seeking quotation of the SPP Options upon issue.

Use of Funds

Funds raised under the SPP and from the proposed issue of the Placement Options will further strengthen the Company’s financial position, facilitate growth and review of new opportunities and will be applied towards due diligence to assess new projects and general working capital requirements and costs of the offers.

Details of Share Purchase Plan

The Company will offer eligible existing shareholders with a registered address in Australia or New Zealand who were holders of fully paid ordinary shares in ZEU (“ Shares ”) at 5.00pm (WST) on 17 October 2024 (“ Eligible Shareholders ”) the opportunity to apply for SPP Shares via the SPP without incurring brokerage fees.

www.zeusresources.com Level 1, 9 Bowman St South Perth WA 6151 Ph: +61 412 593 363 ACN: 139 183 190

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Eligible Shareholders will have the opportunity to apply for up to $30,000 worth of SPP Shares under the SPP (“ SPP Share Offer ”). The SPP Shares under the SPP will rank equally with the Company’s existing Shares on issue. The Company reserves the right to accept oversubscriptions or to scale back applications (in whole or in part) at its discretion.

The SPP Share Offer is being made in accordance with Exception 5 to Lising Rule 7.2 and, accordingly, the issue of SPP Shares under the SPP Share Offer will not use any of the Company’s issuing capacity. However, given that the Company’s shares have been suspended from trading for more than five trading days in the last 12 months, the Company will be required to prepare a prospectus for the SPP.

The Company intends to target a raising of $600,000 under the SPP, however the Board of Directors of the Company (“ Board ”) reserves the right, in its absolute discretion, to accept oversubscriptions or scale back applications under the SPP. In the event of a scale back occurring, Eligible Shareholders who participate may not receive the full number of Shares applied for under the SPP and the difference in any application monies will be refunded to those Eligible Shareholders (without interest) following the issue of Shares under the SPP.

The Directors of the Company who are Eligible Shareholders intend to fully participate in the SPP. Further, Directors of the Company will be entitled to participate in the Shortfall under the SPP.

Further information in relation to the SPP, including the terms and conditions, will be outlined in the prospectus, expected to be dispatched to Eligible Shareholders on or around 28 October 2024 (“ Prospectus ”). The Company reserves the right to vary the terms of the SPP without notice. Eligible Shareholders should review the SPP terms and conditions in full before deciding whether or not to participate in the SPP.

Details of the SPP Options

Eligible Shareholders who participate in the SPP will be entitled to apply for one (1) free attaching SPP Option for every two (2) SPP Share subscribed for under the SPP Share Offer (“ SPP Option Offer ”). The SPP Options will be offered under the Prospectus.

The SPP Options under the SPP Option Offer will be issued for nil consideration and will be exercisable at $0.02 on or before three years from the date of issue. Each SPP Option gives the holder the right to subscribe for one (1) Share upon exercise.

The Company will not apply to ASX for a quotation of the SPP Options upon issue.

The issue of SPP Options and any SPP Shares comprising the shortfall to the SPP Share Offer (“ SPP Shortfall ”) are subject to shareholder approval at a general meeting of shareholders, anticipated to be held on 29 November 2024 (“ General Meeting ”).

In the event that shareholder approval is not obtained, the SPP participants will not receive their SPP Options and any participants who apply for SPP Shortfall will not receive SPP Shares (as applicable).

www.zeusresources.com

Level 1, 9 Bowman St South Perth WA 6151 Ph: +61 412 593 363 ACN: 139 183 190

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Details of the Placement Options

The Company currently has 198,169,000 listed options on issue with an exercise price of $0.02 expiring on 7 February 2025 trading under ASX Code “ZEUO”.

Subject to Shareholder approval, the Company intends to undertake a placement to the existing holders of “ZEUO” listed options to issue up to 198,169,000 Options (exercisable at $0.02 each on or before the date that is 36 months from the date of issue) ( New Options ) at an issue price of $0.001 per Placement Option to raise up to $198,169 ( Placement Option Offer ). As noted above, the Company will issue a Prospectus, which will include information about the Placement Options, together with the SPP Shares and SPP Options.

The Placement Options will be offered to all Australian based holders of the Company’s ZEUO class of Options as at 18 October 2024 ( Eligible Participants ), on the basis of one Placement Option for every one ZEUO Option held.

The primary purpose of the Placement Options is to enable the holders of ZEUO Options to continue to participate in the ongoing development of the Company. Accordingly, Shareholders should note that the Placement Options are not being issued as a primary capital raising exercise. The Company intends to use the funds raised by the Placement Options for working capital and the costs of the Option Placement.

The Company confirms that no related parties will be issued Placement Options.

Indicative timetable

The indicative timetable for the SPP is set out below. The Company may extend the SPP offer period, close the offer period early, or otherwise vary the timetable of the SPP or the offers at any time.

Event or Action	Date
Record Date for SPP(5:00pm(WST))	17 October 2024
Announcement of SPP	18 October 2024
Lodgment of Prospectus with ASIC & ASX Opening Date of SPP Share Offer, SPP Option Offer and Placement Option Offer (together, the Offers)	28 October 2024
Closingof SPP and Offers(5:00pm(WST))	11 November 2024
Announcement of SPP results	14 November 2024
Allotment and Issue of Shares under SPP	18 November 2024
Quotation of Shares under SPP	19 November 2024
General Meetingof Shareholders	29 November 2024
Issue of Placement Options and SPP Options under the SPP Option Offer and any SPP Shortfall (subject to approval at the General Meeting)	4 December 2024

The above timetable is indicative only and subject to change. The Company reserves the right to amend any or all of these dates at its absolute discretion, subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws. The quotation of the SPP Shares and Placement Options is subject to approval from the ASX.

www.zeusresources.com

Level 1, 9 Bowman St South Perth WA 6151 Ph: +61 412 593 363 ACN: 139 183 190

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

For further information or enquiries please contact Robert Marusco at info@zeusresources.com.

ENDS

www.zeusresources.com Level 1, 9 Bowman St South Perth WA 6151 Ph: +61 412 593 363 ACN: 139 183 190