Announcement PDF Proposed issue of securities Announcement Summary Entity name CYPRIUM METALS LIMITED Announcement Type New announcement Date of this announcement 12/7/2023 The Proposed issue is: A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable) Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed Options exercisable at A$0.06, expiring 31 December 2024 62,500,000 CYM ORDINARY FULLY PAID 125,000,000 Ex date 30/8/2023 +Record date 31/8/2023 Offer closing date 22/9/2023 Issue date 29/9/2023 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 Options exercisable at A$0.06, exercisable until 31 December 2024 326,603,966 New class-code to be confirmed Warrants 80,328,290 Proposed issue of securities 1 / 15 Proposed issue of securities CYM ORDINARY FULLY PAID 600,000,000 Proposed +issue date 29/8/2023 Refer to next page for full details of the announcement Proposed issue of securities 2 / 15 Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity CYPRIUM 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 ABN 48002678640 1.3 ASX issuer code CYM 1.4 The announcement is New announcement 1.5 Date of this announcement 12/7/2023 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 Proposed issue of securities 3 / 15 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? Yes 3A.1a Conditions Approval/Condition Date for determination +Security holder approval 24/8/2023 Is the date estimated or actual? Estimated ** Approval received/condition met? No Comments The Company intends to seek Shareholder approval at the upcoming meeting for the issue of the Placement Shares and Options, the Lead Manager Options and the Warrants. 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 CYM : 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 Details of +securities proposed to be issued ASX +security code and description CYM : ORDINARY FULLY PAID Proposed issue of securities 4 / 15 If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No Proposed issue of securities ISIN Code (if Issuer is a foreign company and +securities are non CDIs) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs) 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 100 1,064 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 125,000,000 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 0.04000 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 Limited to maximum of A$5 million to be raised in total under the Entitlement Offer Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements Pro rata scale back Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Proposed issue of securities 5 / 15 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 are non CDIs) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs) 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? No No ASX +security code +Security description New class-code to be confirmed Options exercisable at A$0.06, expiring 31 December 2024 +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 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 62,500,000 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 0.06000 AUD - Australian Dollar Oversubscription & Scale back details Proposed issue of securities 6 / 15 Proposed issue of securities 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 Limited to maximum of A$5 million to be raised in total under the Entitlement Offer Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements Pro rata scale back 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 0.0600 31/12/2024 Details of the type of +security that will be issued if the option is exercised CYM : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:CYM) 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. https://cypriummetals.com/investor-centre/asx-announcements/ Part 3C - Timetable 3C.1 +Record date 31/8/2023 3C.2 Ex date 30/8/2023 3C.4 Record date Proposed issue of securities 7 / 15 Proposed issue of securities 3C.4 Record date 31/8/2023 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 1/9/2023 3C.6 Offer closing date 22/9/2023 3C.7 Last day to extend the offer closing date 19/9/2023 3C.9 Trading in new +securities commences on a deferred settlement basis 25/9/2023 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 29/9/2023 3C.12 Date trading starts on a normal T+2 basis 2/10/2023 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 4/10/2023 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? No 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 Proposed issue of securities 8 / 15 Proposed issue of securities Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Proceeds from the Equity Raising will primarily be used for the completion of the Nifty project technical studies, Nifty site costs and for working capital purposes 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 The Company intends to offer rights issue to all jurisdictions where it has shareholders. 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 https://cypriummetals.com/investor-centre/asx-announcements/ 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 Proposed issue of securities 9 / 15 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 24/8/2023 Is the date estimated or actual? Estimated ** Approval received/condition met? No Comments The Company intends to seek approval at the upcoming Shareholder meeting for the issue of the Shares and Options the subject of the Placement. Of the 326,603,966 Options proposed to be issued, 300,000,000 of these are free attaching to the Placement Shares and 26,603,966 are the Lead Manager Options (refer below for further details of the fees payable to the Lead Manager) 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 CYM : ORDINARY FULLY PAID Number of +securities proposed to be issued 600,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Proposed issue of securities 10 / 15 Proposed issue of securities Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.04000 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 are non CDIs) 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? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Options exercisable at A$0.06, exercisable until 31 December 2024 +Security type Options Number of +securities proposed to be issued 326,603,966 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 300,000,000 Options are being issued for nil consideration, free attaching to the Placement Shares and 26,603,966 Options are being issued as part consideration for Lead Manager services provided in connection with the Placement Proposed issue of securities 11 / 15 Proposed issue of securities Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.060000 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 0.0600 31/12/2024 Details of the type of +security that will be issued if the option is exercised CYM : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:CYM) 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. https://cypriummetals.com/investor-centre/asx-announcements/ 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)? New class Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Warrants Proposed issue of securities 12 / 15 Proposed issue of securities +Security type Options Number of +securities proposed to be issued 80,328,290 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 To be issued pursuant to the terms of the Loan Agreement with Nebari Natural Resources Credit Fund II LP Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 1.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0480 31/8/2025 Details of the type of +security that will be issued if the option is exercised CYM : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:CYM) 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. https://cypriummetals.com/investor-centre/asx-announcements/ Part 7C - Timetable 7C.1 Proposed +issue date 29/8/2023 Proposed issue of securities 13 / 15 Proposed issue of securities 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? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 24/8/2023 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 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? Canaccord Genuity 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% of the Placement Proceeds and 26,603,966 Options 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 Proposed issue of securities 14 / 15 Proposed issue of securities Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Raised in connection with CYM's proposed reinstatement to the ASX and to be applied primarily towards completion of the Nifty project technical studies, Nifty site costs and for working capital purposes (refer to the ASX announcement dated 12 July 2023). 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) Proposed issue of securities 15 / 15