Announcement PDF Appendix 3B - Proposed issue of securities Update Summary Entity name EQ RESOURCES LIMITED Announcement Type Update to previous announcement Date of this announcement 23/5/2024 Reason for update to a previous announcement Correction and reallocation of securities proposed to be issued under LR 7.1 and 7.1A 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 EQ 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 ACN 115009106 1.3 ASX issuer code EQR 1.4 The announcement is Update/amendment to previous announcement 1.4a Reason for update to a previous announcement Correction and reallocation of securities proposed to be issued under LR 7.1 and 7.1A 1.4b Date of previous announcement to this update 21/5/2024 1.5 Date of this announcement 23/5/2024 1.6 The Proposed issue is: A placement or other type of issue Appendix 3B - Proposed issue of securities 2 / 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 26/6/2024 Is the date estimated or actual? ** Approval received/condition met? Estimated No Comments Approximately 5,111,111 shares and 1,703,704 options to Directors, subject to shareholder approval on the terms of the Placement as announced on 21 May 2024. In addition, approximately 39,304,733 Shares and 13,101,577 Options will be issued to Zhui Pei Yeo (or his nominee) as repayment of his director loan, subject to shareholder approval and on the same terms as the placement. 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 EQR : ORDINARY FULLY PAID Number of +securities proposed to be issued 211,111,111 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 0.04500 Appendix 3B - Proposed issue of securities 3 / 11 Appendix 3B - Proposed issue of securities 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) 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 EQRAP: OPTION EXPIRING 29-MAY-2027 EX $0.0675 +Security type Options Number of +securities proposed to be issued 70,370,370 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 Participants will receive one (1) free attaching option for every three (3) shares subscribed for under the Placement 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? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0675 29/5/2027 Details of the type of +security that will be issued if the option is exercised Appendix 3B - Proposed issue of securities 4 / 11 Appendix 3B - Proposed issue of securities Details of the type of +security that will be issued if the option is exercised EQR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised one (1) 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. 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 EQR : ORDINARY FULLY PAID Number of +securities proposed to be issued 5,111,111 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 0.04500 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) Appendix 3B - Proposed issue of securities 5 / 11 Appendix 3B - Proposed issue of securities 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 EQRAQ (Directors): OPTION EXPIRING 29-MAY-2027 EX $0.0675 +Security type Options Number of +securities proposed to be issued 1,703,704 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 Participants will receive one (1) free attaching option for every three (3) shares subscribed for under the Placement 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? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0675 29/5/2027 Details of the type of +security that will be issued if the option is exercised EQR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised one (1) 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. 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 Appendix 3B - Proposed issue of securities Will the proposed issue of this +security include an offer of attaching +securities? Yes 6 / 11 Appendix 3B - Proposed issue of securities Details of +securities proposed to be issued ASX +security code and description EQR : ORDINARY FULLY PAID Number of +securities proposed to be issued 39,304,733 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 0.04500 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) 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 EQRAR (Loan): OPTION EXPIRING 29-MAY-2027 EX $0.0675 +Security type Options Number of +securities proposed to be issued 13,101,578 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Appendix 3B - Proposed issue of securities 7 / 11 Appendix 3B - Proposed issue of securities Please describe the consideration being provided for the +securities Participants will receive one (1) free attaching option for every three (3) shares subscribed for under the Placement 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? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0675 29/5/2027 Details of the type of +security that will be issued if the option is exercised EQR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised one (1) 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. 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 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? No Will the entity be seeking quotation of the 'new' class of +securities on ASX? Yes ASX +security code +Security description New class-code to be confirmed EQRAS (Broker): OPTION EXPIRING 29-MAY-2027 EX $0.0675 +Security type Options Appendix 3B - Proposed issue of securities 8 / 11 Appendix 3B - Proposed issue of securities Number of +securities proposed to be issued 20,000,000 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 Pac Partners Securities Pty Ltd to act as Lead Manager and bookrunner who has provided their engagement letter with a management fee equal to 2%, and a selling fee equal to 4%, of the proceeds raised (excluding fees paid on contributions from Directors). An issue of up to 20m options is also proposed on the same terms as those issued under the Capital Raising. 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? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0675 29/5/2027 Details of the type of +security that will be issued if the option is exercised EQR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised one (1) 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 29/5/2024 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% Appendix 3B - Proposed issue of securities 9 / 11 Appendix 3B - Proposed issue of securities 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? 70,370,370 EQRAP Options 20,000,000 EQRAS (Broker Options) 25,230,504 Fully Paid Ordinary 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? 185,880,607 Fully Paid Ordinary Shares 7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate EQR has chosen to do a placement to avoid the cost and delay of a pro rata issue. An SPP was considered but was not practical as there was an attached option. 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? Pac Partners Securities Pty Ltd 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Pac Partners Securities Pty Ltd to act as Lead Manager and bookrunner who has provided their engagement letter with a management fee equal to 2%, and a selling fee equal to 4%, of the proceeds raised (excluding fees paid on contributions from Directors). An issue of up to 20m options at 0.0675 expiring 29 May 2027 is also proposed on the same terms as those issued under the Capital Raising. 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 Expansion of Mt Carbine to 2mtpa and 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 Appendix 3B - Proposed issue of securities 10 / 11 Appendix 3B - Proposed issue of securities 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 11 / 11