Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name LEGACY MINERALS HOLDINGS LIMITED Announcement Type New announcement Date of this announcement 2/12/2024 The Proposed issue is: An offer of securities under a securities purchase plan 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 LGMO OPTION EXPIRING 22-JAN-2026 3,333,333 LGM ORDINARY FULLY PAID 6,666,667 +Record date 29/11/2024 Offer closing date 20/12/2024 +Issue date 24/12/2024 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/8 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity LEGACY MINERALS HOLDINGS 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 43650398897 1.3 ASX issuer code LGM 1.4 The announcement is New announcement 1.5 Date of this announcement 2/12/2024 1.6 The Proposed issue is: An offer of +securities under a +securities purchase plan Appendix 3B - Proposed issue of securities 2/8 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 31/1/2025 Is the date estimated or actual? ** Approval received/condition met? Estimated Comments Issue of 3,333,333 New Options under the SPP is subject to shareholder approval. Appendix 3B - Proposed issue of securities 3/8 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 LGM : 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 LGM : ORDINARY FULLY PAID Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 6,666,667 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 4/8 Appendix 3B - Proposed issue of securities Describe all the applicable parcels available for this offer in number of securities or dollar value Parcels of AUD2,000 (minimum), AUD5,000, AUD10,000, AUD15,000, AUD20,000, AUD25,000 or AUD30,000 (maximum). 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 0.15000 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements If demand exceeds AUD1,000,000, Company reserves the right to close SPP early and/or scale back applications (or increase amount raised) in its absolute and sole discretion (subject to ASX Listing Rules maximum). Share number fractions will be rounded up to the nearest the whole number. Application money less number of Shares allocated multiplied by the issue price may be refunded without interest. 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) Existing class Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX) Details of attaching +securities proposed to be issued ASX +security code and description LGMO : OPTION EXPIRING 22-JAN-2026 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 total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted Fractions rounded up to the next whole number 3,333,333 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 Appendix 3B - Proposed issue of securities 5/8 Appendix 3B - Proposed issue of securities 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 If demand exceeds AUD1,000,000, Company reserves the right to close SPP early and/or scale back applications (or increase amount raised) in its absolute and sole discretion (subject to ASX Listing Rules maximum). Share number fractions will be rounded up to the nearest the whole number. Application money less number of Shares allocated multiplied by the issue price may be refunded without interest. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 2/12/2024 4C.2 +Record date 29/11/2024 4C.3 Date on which offer documents will be made available to investors 9/12/2024 4C.4 Offer open date 9/12/2024 4C.5 Offer closing date 20/12/2024 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 24/12/2024 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 Appendix 3B - Proposed issue of securities 6/8 Appendix 3B - Proposed issue of securities 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? Bell Potter Securities Limited (ACN 006 390 772, AFSL 243480) (Bell Potter) and Cumulus Wealth Pty Ltd (ACN 634 297 279, AFSL 524450) (Cumulus) will act as the joint lead managers and bookrunners (JLMs) to the Offer. 4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Management Fee 3% of Proceeds plus Selling Fee 3% of Proceeds. Within 14 days of completion of the Offer, as part of the consideration, the Company will issue the JLMs with 4,000,000 unlisted options on the following terms: 1) the options will vest immediately on their issue date and be exercisable at any time from their issue date up to and including the third anniversary of their issue date; 2) each option will give the holder the right to be allotted one fully paid ordinary share in the Company; and 3) each option will be exercisable at a 50% premium to the price of the Offer Securities under the Offer (AUD 0.15 plus 50% equals AUD 0.225). 4E.2 Is the proposed offer to be underwritten? Yes 4E.2a Who are the underwriter(s)? Westar Capital Limited (ACN 009 372 838) (AFSL 255789) 4E.2b What is the extent of the underwriting (ie the amount or proportion of the issue that is underwritten)? Underwritten amount is AUD1,000,000, being AUD 0.15 per SPP Share times 6,666,667 Shares. 4E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)? Company must pay to the Underwriter a management fee equal to 2% of AUD 1,000,000 (Underwritten Amount) plus an underwriting fee equal to 4% of the Underwritten Amount. Subject to Shareholder approval, issue to the Underwriter 3,333,333 New Options for nil consideration. Each New Option would entitle the holder to subscribe for one Share, issued for nil cash consideration, have an exercise price of AUD 0.205 each, and expire on 22 January 2026. The terms and conditions of the New Options are the same as existing quoted options (ASX: LGMO) and the Company will seek ASX quotation of the New Options. In the event shareholder approval is not obtained for the issue of the New Options within 3 months from the date of completion of the Offer, the Company must pay an equivalent value in cash or kind based on the value of the New Options determined using the Black Scholes methodology as at 2 December 2024. All sub-underwriting and selling fees to third parties will be met by the Underwriter. 4E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated. Sub-underwriter fails to perform for any reason. ASX indexes fall 10% or more. Company shares close on 3 consecutive days are less than AUD 0.15. Company does not issue the offer documents in accordance with the timetable. Official quotation of the SPP Shares has not been applied for by the Issue Date. There is an event with Material Adverse Effect. Company is prevented from allotting the SPP Shares within the time required. A director or senior manager of the Company is charged with an indictable offence. The Shares become suspended from official quotation and that suspension is not lifted within 2 business days. There is an outbreak of hostilities or a material escalation of hostilities. Default or breach by the Company of any terms, condition, covenant or undertaking which is not remedied within 7 days after receipt of written notice from the Underwriter. Other termination events that are normal for an underwriting agreement of this type. 4E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? 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 Appendix 3B - Proposed issue of securities 7/8 Appendix 3B - Proposed issue of securities Part 4F - Further Information 4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Fund exploration activities: Thomson Project ground gravity and seismic geophysics, drill testing; Drake Project resource estimate update and large-scale airborne geophysical programs, drill testing; low-cost generative exploration; and working capital. 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer None, all the Company's Eligible Shareholders are recorded as domiciled in Australia or New Zealand. 4F.3 URL on the entity's website where investors can download information about the proposed offer https://legacyminerals.com.au/announcements 4F.4 Any other information the entity wishes to provide about the proposed offer Appendix 3B - Proposed issue of securities 8/8