Announcement PDF Appendix 3B - Proposed issue of securities Update Summary Entity name ANDROMEDA METALS LIMITED Announcement Type Update to previous announcement Date of this announcement 13/9/2024 Reason for update to a previous announcement Extension of closing date to Entitlement Offer Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1 / 11 Appendix 3B - Proposed issue of securities 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 Registration Number ACN 061503375 1.3 ASX issuer code ADN 1.4 The announcement is Update/amendment to previous announcement 1.4a Reason for update to a previous announcement Extension of closing date to Entitlement Offer 1.4b Date of previous announcement to this update 26/8/2024 1.5 Date of this announcement 13/9/2024 1.6 The Proposed issue is: A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue 1.6a The proposed standard +pro rata issue is: + Non-renounceable Appendix 3B - Proposed issue of securities 2 / 11 Appendix 3B - Proposed issue of securities Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No Part 3B - 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 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? Yes If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No Details of +securities proposed to be issued ASX +security code and description ADN : ORDINARY FULLY PAID ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them) Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held 1 Appendix 3B - Proposed issue of securities 13 3 / 11 Appendix 3B - Proposed issue of securities What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or fractions disregarded 261,050,000 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD - Australian Dollar AUD 0.01200 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription No shareholder may exceed 20% voting power threshold Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements At the discretion of the Board, having regard to all relevant circumstances and in a manner proportionate to current shareholdings Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes 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)? New class 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) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Appendix 3B - Proposed issue of securities 4 / 11 Appendix 3B - Proposed issue of securities equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Options exercisable for shares at $0.0175 each expiring 30 September 2027 +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 For a given quantity of the new +securities issued 1 1 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or fractions disregarded 261,050,000 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000 AUD - Australian Dollar Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription No shareholder may exceed 20% voting power threshold Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements At the discretion of the Board, having regard to all relevant circumstances and in a manner proportionate to current shareholdings Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0175 30/9/2027 Details of the type of +security that will be issued if the option is exercised ADN : ORDINARY FULLY PAID Appendix 3B - Proposed issue of securities 5 / 11 Appendix 3B - Proposed issue of securities 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. A prospectus will be lodged with ASX on or about 27 August 2024 containing terms and conditions of options Part 3C - Timetable 3C.1 +Record date 30/8/2024 3C.2 Ex date 29/8/2024 3C.4 Record date 30/8/2024 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 4/9/2024 3C.6 Offer closing date 7/10/2024 3C.7 Last day to extend the offer closing date 2/10/2024 3C.9 Trading in new +securities commences on a deferred settlement basis 8/10/2024 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 14/10/2024 3C.12 Date trading starts on a normal T+2 basis 15/10/2024 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 17/10/2024 Appendix 3B - Proposed issue of securities 6 / 11 Appendix 3B - Proposed issue of securities Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Henslow Pty Ltd and PAC Securities Pty Ltd 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 2% management fee on funds raised plus 4% on any shortfall placed by them. 20 million options (on same terms as those issued under entitlement offer) will also be issued, subject to shareholder approval 3E.2 Is the proposed offer to be underwritten? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Total fees for the placement and entitlement offer are estimated at $450,000. Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue To advance the Great White Project, including advanced plant design and engineering, product and market development, activities to support development funding and for working capital. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Belgium, Canada, Hong Kong, Ireland, Japan, Netherlands, Portugal, Singapore, Spain, Thailand, United Kingdom, United States of America and Vanuatu (subject to certain exclusions) 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue Further details on the entitlement offer can be found at https://www.andromet.com.au/investors/asx-releases/ The prospectus for the entitlement offer is anticipated to be released on ASX on 27 August 2024. 3F.7 Any other information the entity wishes to provide about the proposed issue 3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes 3F.9 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 +disclosure document or +PDS for the +securities proposed to be issued Appendix 3B - Proposed issue of securities 7 / 11 Appendix 3B - Proposed issue of securities 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 +Security holder approval 10/10/2024 Is the date estimated or actual? ** Approval received/condition met? Estimated Comments The issue of the shares is not subject to shareholder approval but the free attaching options will be subject to shareholder approval and the issue of a prospectus 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? Yes Details of +securities proposed to be issued ASX +security code and description ADN : ORDINARY FULLY PAID Number of +securities proposed to be issued 283,333,344 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.01200 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Appendix 3B - Proposed issue of securities 8 / 11 Appendix 3B - Proposed issue of securities Yes 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)? New class 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 Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? Yes equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Option exercisable for an ordinary share at $0.0175 and expiring on 30 September 2027 +Security type Options Number of +securities proposed to be issued 283,333,344 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Issued as free attaching options to shares subscribed for at $0.012 each Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.012000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0175 30/6/2027 Details of the type of +security that will be issued if the option is exercised ADN : ORDINARY FULLY PAID Appendix 3B - Proposed issue of securities 9 / 11 Appendix 3B - Proposed issue of securities 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. A prospectus containing full terms of the options will be lodged with ASX on or about 27 August 2024 Part 7C - Timetable 7C.1 Proposed +issue date 26/8/2024 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? No 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? Yes 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? 283,333,344 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)? No 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 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? Yes 7E.1a Who is the lead manager/broker? Henslow Pty Ltd and PAC Securities Pty Ltd 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% fee on funds raised plus (subject to shareholder approval) the issue of 20 million options in the same class as those to be issued under the placement and entitlement offer 7E.2 Is the proposed issue to be underwritten? No Appendix 3B - Proposed issue of securities 10 / 11 Appendix 3B - Proposed issue of securities 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Estimated costs for the placement and entitlement offer are $450,000. Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities To advance the Great White Project, including advanced plant design and engineering, product and market development, activities to support the project development funding process and for working capital. 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 The issue date for the options will be after shareholder approval is obtained. 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) Appendix 3B - Proposed issue of securities 11 / 11