Proposed issue of securities - ADN
Released
Released
Announcement PDF
Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
ANDROMEDA METALS LIMITED
Announcement Type
New announcement
Date of this announcement
17/10/2025
The Proposed issue is:
Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan
ASX +security code +Security description
Maximum Number of
+securities to be issued
New class-code to be
confirmed
Option exercisable at $0.026 and expiring 2 years after the
date of issue
85,714,286
ADN ORDINARY FULLY PAID 142,857,143
+Record date
16/10/2025
Offer closing date
14/11/2025
+Issue date
21/11/2025
Total number of +securities proposed to be issued for a placement or other type of issue
ASX +security code +Security description
Maximum Number of
+securities to be issued
New class-code to be
confirmed
Option exercisable at $0.026 and expiring 2 years after the
date of issue
458,714,286
ADN ORDINARY FULLY PAID 742,857,143
Proposed +issue date
24/10/2025
Refer to next page for full details of the announcement
A placement or other type of issue
A placement or other type of issue
An offer of securities under a securities purchase plan
Appendix 3B - Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
ANDROMEDA METALS 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
ACN
Registration Number
061503375
1.3 ASX issuer code
ADN
1.4 The announcement is
1.5 Date of this announcement
17/10/2025
1.6 The Proposed issue is:
A placement or other type of issue
A placement or other type of issue
An offer of +securities under a +securities purchase plan
New announcement
Appendix 3B - Proposed issue of securities
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Part 4 - Details of proposed offer under securities purchase plan
Part 4A - Conditions
4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities
under the +securities purchase plan issue can proceed on an unconditional basis?
4A.1a Conditions
Approval/Condition
+Security holder approval
Date for determination
17/12/2025
Is the date estimated or
actual?
** Approval
received/condition met?
No
Comments
Shareholder approval is required for the issue of the free attaching options.
Estimated
Yes
Appendix 3B - Proposed issue of securities
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Part 4B - Offer details
+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities
proposed to be issued
ASX +security code and description
ADN : ORDINARY FULLY PAID
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
ADN : ORDINARY FULLY PAID
Maximum total number of those +securities that could be issued
if all offers under the +securities purchase plan are accepted
142,857,143
Will the offer be conditional on applications for a minimum
number of +securities being received or a minimum amount
being raised (i.e. a minimum subscription condition)?
Will the offer be conditional on applications for a maximum
number of +securities being received or a maximum amount
being raised (i.e. a maximum subscription condition)?
Will individual security holders be required to accept the offer for
a minimum number or value of +securities (i.e. a minimum
acceptance condition)?
Is the minimum acceptance unit based or dollar based?
Please enter the minimum acceptance value
$ 2,000
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Is the maximum acceptance unit based or dollar based?
Please enter the maximum acceptance value
$ 30,000
Describe all the applicable parcels available for this offer in number of securities or dollar value
$2,000, $5,000, $10,000, $20,000, $30,000
Offer price details
Dollar based ($)
Yes
Dollar based ($)
Yes
No
No
Yes
Dollar based ($)
Yes
Dollar based ($)
Yes
No
No
Yes
Dollar based ($)
Yes
Dollar based ($)
Yes
No
No
Yes
Appendix 3B - Proposed issue of securities
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Offer price details
Has the offer price been determined?
In what currency will the offer
be made?
AUD - Australian Dollar
What is the offer price per
+security?
AUD 0.01750
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Describe the scale back arrangements
The Company reserves the right the scale back any applications or accept a higher amount than the
target amount at the discretion of the Board (subject to the Listing Rules)
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Attaching +Security
The proposed attaching security can only be of an 'Existing class' (additional +securities in a class that is already
quoted or recorded by ASX)
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Have you received confirmation from ASX that the terms
of the proposed +securities are appropriate and
equitable under listing rule 6.1?
Will the entity be seeking quotation of the 'new' class of
+securities on ASX?
ASX +security code
New class-code to be confirmed
+Security description
Option exercisable at $0.026 and expiring 2 years after the
date of issue
+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued
3
For a given quantity of the new +securities issued
5
What will be done with fractional entitlements?
Fractions rounded up to the next whole number
Maximum total number of those +securities that could be
issued if all offers under the +securities purchase plan
are accepted
85,714,286
Offer price details
Has the offer price been determined?
Yes
No
New class
Yes
Yes
Yes
Yes
No
New class
Yes
Yes
Yes
Yes
No
New class
Yes
Yes
Yes
Appendix 3B - Proposed issue of securities
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Has the offer price been determined?
In what currency will the offer be made?
AUD - Australian Dollar
What is the offer price per +security?
AUD 0.00000
Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the
+security purchase plan
Please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS
Oversubscription & Scale back details
Will a scale back be applied if the offer is
over-subscribed?
Describe the scale back arrangements
The Company reserves the right the scale back any applications or accept a higher amount than the target amount at the
discretion of the Board (subject to the Listing Rules)
Will all the +securities issued in this class rank equally in all respects from their issue date?
Options details
+Security currency
AUD - Australian Dollar
Exercise price
AUD 0.0260
Expiry date
18/12/2027
Details of the type of +security that will be issued if the option is exercised
ADN : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Refer to Placement and SPP announcement released on 17 October 2025
Part 4C - Timetable
4C.1 Date of announcement of +security purchase plan
17/10/2025
4C.2 +Record date
16/10/2025
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Appendix 3B - Proposed issue of securities
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4C.3 Date on which offer documents will be made available to investors
27/10/2025
4C.4 Offer open date
27/10/2025
4C.5 Offer closing date
14/11/2025
4C.7 +Issue date and last day for entity to announce results of +security
purchase plan offer
21/11/2025
Part 4D - Listing Rule requirements
4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5
or do you have a waiver from those requirements?
Part 4E - Fees and expenses
4E.1 Will there be a lead manager or broker to the proposed offer?
4E.1a Who is the lead manager/broker?
Bell Potter and Canaccord Genuity
4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
2% fee on amounts raised under SPP
4E.2 Is the proposed offer to be underwritten?
4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
handling fee or commission?
4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Part 4F - Further Information
4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Funds raised will be used towards the development of the Great White Project and advancement of HPA, including early
works, equipment procurement, product marketing (including HPA), general working capital and costs of the capital raise.
4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful?
No
No
No
Yes
Yes
Appendix 3B - Proposed issue of securities
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4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer
Belgium, Hong Kong, Ireland, Japan, Malaysia, Netherlands, Portugal, Singapore, Spain, United Arab Emirates, United
Kingdom, USA, Vanuatu
4F.3 URL on the entity's website where investors can download information about the proposed offer
https://www.andromet.com.au/investors/asx-releases/
4F.4 Any other information the entity wishes to provide about the proposed offer
Appendix 3B - Proposed issue of securities
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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?
7A.1a Conditions
Approval/Condition
+Security holder approval
Date for determination
17/12/2025
Is the date estimated or
actual?
** Approval
received/condition met?
No
Comments
Shareholder approval is required for the free attaching options
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)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
ADN : ORDINARY FULLY PAID
Number of +securities proposed to be issued
742,857,143
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
In what currency is the cash
consideration being paid?
AUD - Australian Dollar
What is the issue price per
+security?
AUD 0.01750
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Yes
Yes
Existing class
Estimated
Yes
Appendix 3B - Proposed issue of securities
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Attaching +Security
Is the proposed attaching 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)?
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Have you received confirmation from ASX that the terms
of the proposed +securities are appropriate and
equitable under listing rule 6.1?
Will the entity be seeking quotation of the 'new' class of
+securities on ASX?
ASX +security code
New class-code to be confirmed
+Security description
Option exercisable at $0.026 and expiring 2 years after the
date of issue
+Security type
Options
Number of +securities proposed to be issued
458,714,286
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Free attaching options (3 for every 5 shares allocated)
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
Will all the +securities issued in this class rank equally in all respects from their issue date?
Options details
+Security currency
AUD - Australian Dollar
Exercise price
AUD 0.0260
Expiry date
18/12/2027
Details of the type of +security that will be issued if the option is exercised
ADN : ORDINARY FULLY PAID
Yes
No
Yes
No
New class
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Number of securities that will be issued if the option is exercised
1
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Refer to Placement and SPP announcement on 17 October 2025
Part 7C - Timetable
7C.1 Proposed +issue date
24/10/2025
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?
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15%
placement capacity under listing rule 7.1?
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15%
placement capacity under listing rule 7.1?
361,189,503 shares
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's
additional 10% placement capacity under listing rule 7.1A (if applicable)?
7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's
additional 10% placement capacity under listing rule 7.1A?
381,667,640 shares
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
7E.1a Who is the lead manager/broker?
Bell Potter and Canaccord Genuity
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
6% of funds raised plus 13 million options (on the same terms as those attaching to the placement)
7E.2 Is the proposed issue to be underwritten?
Yes
No
No
No
Yes
Yes
No
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7E.2 Is the proposed issue to be underwritten?
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
Funds raised will be used towards the development of the Great White Project and advancement of HPA, including early
works, equipment procurement, product marketing (including HPA), general working capital and costs of the capital raise.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
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)
No
No
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