26 Nov

Update - Proposed issue of securities - TON

Proposed issue of securities Proposed issue of securities 1 / 11 Update Summary Entity name TRITON MINERALS LTD Announcement Type Update to previous announcement Date of this announcement 26/11/2021 Reason for update to a previous announcement Amendment of Underwriting Agreement as announced on 12 November 2021 Refer to next page for full details of the announcement Proposed issue of securities Proposed issue of securities 2 / 11 Part 1 - Entity and announcement details 1.1 Name of +Entity TRITON MINERALS LTD 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 ABN Registration Number 99126042215 1.3 ASX issuer code TON 1.4 The announcement is 1.4a Reason for update to a previous announcement Amendment of Underwriting Agreement as announced on 12 November 2021 1.4b Date of previous announcement to this update 25/10/2021 1.5 Date of this announcement 26/11/2021 1.6 The Proposed issue is: 1.6a The proposed standard +pro rata issue is: + Non-renounceable A placement or other type of issue A placement or other type of issue A standard +pro rata issue (non-renounceable or renounceable) Update/amendment to previous announcement Proposed issue of securities Proposed issue of securities 3 / 11 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? 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 TON : 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)? Will the proposed issue of this +security include an offer of attaching +securities? If the entity has quoted company options, do the terms entitle option holders to participate on exercise? Details of +securities proposed to be issued ASX +security code and description TON : ORDINARY FULLY PAID 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 to be issued 4 For a given quantity of +securities held 19 No Yes Existing class No Proposed issue of securities Proposed issue of securities 4 / 11 What will be done with fractional entitlements? Fractions rounded up to the next whole number Maximum number of +securities proposed to be issued (subject to rounding) 238,835,383 Offer price details for retail security holders In what currency will the offer be made? AUD - Australian Dollar What is the offer price per +security for the retail offer? AUD 0.04100 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Will a scale back be applied if the offer is over-subscribed? Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? 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)? 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) New class Yes No No Proposed issue of securities Proposed issue of securities 5 / 11 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 of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description New options with an exercise price of $0.09 and an expiry date of 31 December 2023 +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 1 For a given quantity of the new +securities issued 1 What will be done with fractional entitlements? Fractions rounded up to the next whole number Maximum number of +securities proposed to be issued (subject to rounding) 238,835,383 Offer price details for retail security holders In what currency will the offer be made? AUD - Australian Dollar What is the offer price per +security for the retail offer? AUD 0.04100 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Will a scale back be applied if the offer is over-subscribed? Will all the +securities issued in this class rank equally in all respects from their issue date? Yes No No Yes Yes Proposed issue of securities Proposed issue of securities 6 / 11 Options details +Security currency AUD - Australian Dollar Exercise price AUD 0.0900 Expiry date 31/12/2023 Details of the type of +security that will be issued if the option is exercised TON : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1 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://tritonminerals.com/investors/ Part 3C - Timetable 3C.1 +Record date 28/9/2021 3C.2 Ex date 27/9/2021 3C.4 Record date 28/9/2021 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 29/9/2021 3C.6 Offer closing date 30/11/2021 3C.7 Last day to extend the offer closing date 25/11/2021 3C.9 Trading in new +securities commences on a deferred settlement basis 1/12/2021 Proposed issue of securities Proposed issue of securities 7 / 11 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 6/12/2021 3C.12 Date trading starts on a normal T+2 basis 7/12/2021 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 9/12/2021 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? 3E.1a Who is the lead manager/broker? Lazarus Corporate Finance Pty Limited (AFSL 403684) 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? $43,300 3E.2 Is the proposed offer to be underwritten? 3E.2a Who are the underwriter(s)? Lazarus Corporate Finance Pty Limited (AFSL No. 403684) 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 105,609,756 TON; and 105,609,756 TONO, under the Entitlement Prospectus being approximately $4.33 million 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? An underwriting fee of 5.0% of the underwritten amount plus $100,000, upon Triton raising the fully underwritten amount 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated As disclosed in ASX Announcement dated 14 October 2021 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? 3E.2e (i) What is the name of that party? Lazarus Corporate Finance Pty Limited (AFSL No. 403684) 3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)? 105,609,756 TON; and 105,609,756 TONO, under the Entitlement Prospectus being approximately $4.33 million 3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or Yes Yes Yes Proposed issue of securities Proposed issue of securities 8 / 11 3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? As above 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer 10,000,000 Options being offered to Metal Challenge Co Ltd under the MC Options Offer - See Placement Prospectus Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue See Entitlement Offer Prospectus 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue N/A all jurisdictions in which the offer will be made are set out in the entitlement offer prospectus 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities 3F.5a Please provide further details of the offer to eligible beneficiaries Refer to Entitlement Offer Prospectus dated 23 September 2021 3F.6 URL on the entity's website where investors can download information about the proposed issue https://tritonminerals.com/investors/ 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)? 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 Yes Yes No No No Proposed issue of securities Proposed issue of securities 9 / 11 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? 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)? Will the proposed issue of this +security include an offer of attaching +securities? 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 ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description New Options with an exercise price of $0.09 and expiry date of 31 December 2023 (New TONO Options) +Security type Options Number of +securities proposed to be issued 170,170,210 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? In what currency is the cash consideration being paid? What is the issue price per +security? Yes Yes Yes No New class No Proposed issue of securities Proposed issue of securities 10 / 11 consideration being paid? AUD - Australian Dollar +security? AUD 0.00200 Will all the +securities issued in this class rank equally in all respects from their issue date? Options details +Security currency AUD - Australian Dollar Exercise price AUD 0.0900 Expiry date 31/12/2023 Details of the type of +security that will be issued if the option is exercised TON : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1 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://tritonminerals.com/investors/ Part 7C - Timetable 7C.1 Proposed +issue date 4/11/2021 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? 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? 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)? No No No Yes Proposed issue of securities Proposed issue of securities 11 / 11 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? 7E.1a Who is the lead manager/broker? Lazarus Corporate Finance Pty Limited (AFSL 403684) 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? $19,000 7E.2 Is the proposed issue to be underwritten? 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 refer to Placement prospectus dated 23 September 2021 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? 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 +disclosure document or +PDS for the +securities proposed to be issued No No Yes No No No

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