Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name BUXTON RESOURCES LIMITED Announcement Type New announcement Date of this announcement 30/5/2024 The Proposed issue is: An offer of securities under a securities purchase plan A placement or other type of issue Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed exercise price of 16 cents and an expiry date 2 years from the date of issue 5,882,353 BUX ORDINARY FULLY PAID 11,764,706 +Record date 29/5/2024 Offer closing date 12/7/2024 +Issue date 17/7/2024 Total number of +securities proposed to be issued for a placement or other type of issue Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed exercise price of 16 cents and an expiry date 2 years from the date of issue 14,705,882 BUX ORDINARY FULLY PAID 29,411,765 Proposed +issue date 6/6/2024 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1 / 12 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity BUXTON RESOURCES 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 86125049550 1.3 ASX issuer code BUX 1.4 The announcement is New announcement 1.5 Date of this announcement 30/5/2024 1.6 The Proposed issue is: An offer of +securities under a +securities purchase plan A placement or other type of issue Appendix 3B - Proposed issue of securities 2 / 12 Appendix 3B - Proposed issue of securities 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? Yes 4A.1a Conditions Approval/Condition Date for determination +Security holder approval 11/7/2024 Is the date estimated or actual? ** Approval received/condition met? Estimated No Comments The SPP offer will be subject to shareholder approval and be made by a prospectus as the offer involves options Appendix 3B - Proposed issue of securities 3 / 12 Appendix 3B - Proposed issue of securities 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 BUX : ORDINARY FULLY PAID 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 BUX : ORDINARY FULLY PAID Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 11,764,706 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)? No 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)? No Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes Is the minimum acceptance unit based or dollar based? 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)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($) Please enter the maximum acceptance value $ 30,000 Appendix 3B - Proposed issue of securities 4 / 12 Appendix 3B - Proposed issue of securities Describe all the applicable parcels available for this offer in number of securities or dollar value The Plan entitles Eligible Shareholders to purchase parcels of Shares being one of an amount of $2,000, $5,000, $10,000, $20,000 or $30,000 Offer price details Has the offer price been determined? Yes In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 0.08500 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements In the event of an oversubscription by the closing date the Directors will in their absolute discretion scale-back applications Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes 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) 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 exercise price of 16 cents and an expiry date 2 years from 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 For a given quantity of the new +securities issued 1 2 Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted Appendix 3B - Proposed issue of securities 5 / 12 Appendix 3B - Proposed issue of securities What will be done with fractional entitlements? are accepted Fractions rounded up to the next whole number 5,882,353 Offer price details Has the offer price been determined? Yes In what currency will the offer be made? What is the offer price per +security? AUD - Australian Dollar 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 Yes Please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS Yes Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements In the event of an oversubscription by the closing date the Directors will in their absolute discretion scale-back applications 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 0.1600 31/7/2026 Details of the type of +security that will be issued if the option is exercised BUX : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share 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. Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 30/5/2024 Appendix 3B - Proposed issue of securities 6 / 12 Appendix 3B - Proposed issue of securities 4C.2 +Record date 29/5/2024 4C.3 Date on which offer documents will be made available to investors 14/6/2024 4C.4 Offer open date 17/6/2024 4C.5 Offer closing date 12/7/2024 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 17/7/2024 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? Yes Part 4E - Fees and expenses 4E.1 Will there be a lead manager or broker to the proposed offer? Yes 4E.1a Who is the lead manager/broker? Evolution Capital 4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% on shortfall placed 4E.2 Is the proposed offer to be underwritten? No 4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 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 exploration activity across Buxton¿s portfolio of critical minerals projects, including Graphite Bull, Narryer and Centurion Project in Australia and the newly acquired Matrix Manganese Project in Arizona. 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? Appendix 3B - Proposed issue of securities 7 / 12 Appendix 3B - Proposed issue of securities No 4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer China, Germany, Hong Hong, Singapore and Vanuatu 4F.3 URL on the entity's website where investors can download information about the proposed offer https://buxtonresources.com.au/?page_id=124 4F.4 Any other information the entity wishes to provide about the proposed offer Appendix 3B - Proposed issue of securities 8 / 12 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 11/7/2024 Is the date estimated or actual? ** Approval received/condition met? Estimated No Comments Attaching Options will be issued subject to shareholder approval 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 BUX : ORDINARY FULLY PAID Number of +securities proposed to be issued 29,411,765 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 0.08500 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Appendix 3B - Proposed issue of securities 9 / 12 Appendix 3B - Proposed issue of securities 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 exercise price of 16 cents and an expiry date 2 years from the date of issue +Security type Options Number of +securities proposed to be issued 14,705,882 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 free attaching options Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.085000 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 0.1600 31/7/2026 Details of the type of +security that will be issued if the option is exercised BUX : ORDINARY FULLY PAID Appendix 3B - Proposed issue of securities 10 / 12 Appendix 3B - Proposed issue of securities Number of securities that will be issued if the option is exercised One fully paid ordinary share 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. Part 7C - Timetable 7C.1 Proposed +issue date 6/6/2024 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? 23,298,744 New 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)? Yes 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? 6,113,021 New Shares 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? Evolution Capital 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Evolution Capital will receive a 2% management fee and 4% selling fee on the Placement, alongside 2.5M Lead Manager Options Appendix 3B - Proposed issue of securities 11 / 12 Appendix 3B - Proposed issue of securities 7E.2 Is the proposed issue to be underwritten? 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 exploration activity across Buxton¿s portfolio of critical minerals projects, including Graphite Bull, Narryer and Centurion Project in Australia and the newly acquired Matrix Manganese Project in Arizona 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) Appendix 3B - Proposed issue of securities 12 / 12