Announcement PDF Appendix 3B - Proposed issue of securities Update Summary Entity name LEGACY MINERALS HOLDINGS LIMITED Announcement Type Update to previous announcement Date of this announcement 19/5/2025 Reason for update to a previous announcement Question 7D.1 (has the entity obtained, or is obtaining, + security holder approval for the entire issue under listing rule 7.1?) was answered Yes, but should have been answered No. 31,111,111 Tranche 1 New Shares issued in the Placement will be issued pursuant to the Companys existing placement capacity under ASX Listing Rules 7.1 and 7.1A. Capacity under Listing Rules 7.1 and 7.1A is respectively 18,739,606 Equity Securities and 12,493,070 New Shares. 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 Update/amendment to previous announcement 1.4a Reason for update to a previous announcement Question 7D.1 (has the entity obtained, or is obtaining, + security holder approval for the entire issue under listing rule 7.1?) was answered Yes, but should have been answered No. 31,111,111 Tranche 1 New Shares issued in the Placement will be issued pursuant to the Companys existing placement capacity under ASX Listing Rules 7.1 and 7.1A. Capacity under Listing Rules 7.1 and 7.1A is respectively 18,739,606 Equity Securities and 12,493,070 New Shares. 1.4b Date of previous announcement to this update 16/5/2025 1.5 Date of this announcement 19/5/2025 1.6 The Proposed issue is: A placement or other type of issue Appendix 3B - Proposed issue of securities 2/8 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 24/7/2025 Is the date estimated or actual? ** Approval received/condition met? Estimated Comments The following are subject to shareholder approval, issue: 1) 11,388,889 New Shares for AUD 0.18 each under the placement (Tranche 2) 2) One attaching New Option for every two New Shares subscribed under the placement (Tranches 1 and 2), with an exercise price of AUD 0.30 each expiring two years after issue for no additional consideration; 3) 555,556 New Shares for AUD 0.18 each and 277,778 New Options for no additional consideration subscribed under the placement by Mr David Carland, the Company Director; and 4) One Broker Option with an exercise price of AUD 0.27 each expiring three years after issue, for every AUD 1.00 raised under 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 LGM : ORDINARY FULLY PAID Number of +securities proposed to be issued 43,055,556 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? Appendix 3B - Proposed issue of securities What is the issue price per +security? 3/8 Appendix 3B - Proposed issue of securities consideration being paid? +security? AUD - Australian Dollar AUD 0.18000 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? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed LGMAL: OPTION EXPIRING TWO YEARS AFTER ISSUE EX $0.30 +Security type Options Number of +securities proposed to be issued 21,527,779 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 One attaching New Option for every two New Shares subscribed under the placement (Tranches 1 and 2) for no additional consideration. 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 Appendix 3B - Proposed issue of securities 4/8 Appendix 3B - Proposed issue of securities Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.3000 Details of the type of +security that will be issued if the option is exercised LGM : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One share for every option exercised. 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://legacyminerals.com.au/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 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? No ASX +security code +Security description New class-code to be confirmed LGMAM: OPTION EXPIRING THREE YEARS AFTER ISSUE EX $0.27 +Security type Options Number of +securities proposed to be issued 7,750,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Appendix 3B - Proposed issue of securities 5/8 Appendix 3B - Proposed issue of securities Please describe the consideration being provided for the +securities Part consideration to the joint lead managers of the Company placement. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.00000001 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price AUD - Australian Dollar AUD 0.2700 Expiry date Details of the type of +security that will be issued if the option is exercised LGM : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One share for every option exercised. 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://legacyminerals.com.au/announcements Part 7C - Timetable 7C.1 Proposed +issue date 21/5/2025 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? 18,618,041 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 Appendix 3B - Proposed issue of securities 6/8 Appendix 3B - Proposed issue of securities 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? 12,493,070 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 The Company considered the interests of different stakeholders and decided that a placement is in their best interests at this time. The Companys ability to quickly raise funds efficiently during periods of high share market volatility is vital to fund Company activities. 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? Bell Potter Securities Limited (ACN 006 390 772, AFSL 243480) (Bell Potter) and Cumulus Wealth Pty Ltd (ACN 634 297 279, AFSL 524450) (Cumulus) 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Management Fee 3% of Proceeds Selling Fee 3% of Proceeds As part of the consideration the Company will issue the Joint Lead Managers (JLMs) with 1 option for every dollar raised, under the issue 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. The fees and options will be split evenly between the JLMs. 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 ASX Listing Fees AUD 56,908 excluding GST Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Placement proceeds with existing cash funding: 1) Thomson Project Drilling Expansion 2) Drake Project Stage 2 Scoping Study 3) Drake Project drill targeting high priority near mine and regional targets 4) Low-cost generative exploration 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 7/8 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 8/8