26 Nov

Information Form and Checklist

ASX Listing Information Form and Checklist (01/12/19) Page 1 Information Form and Checklist (ASX Listing) Name of entity ABN / ACN/ ARBN/ARSN WINSOME RESOURCES LIMITED 649 009 889 We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing. Note: by giving an Appendix 1 A Application for Admission to the ASX Official List (ASX Listing) to ASX, the entity is taken to have warranted th at all of the information and documents it has give n, or will give, to ASX in connection with its admission to the official list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the full est extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1 A of the ASX Listing Rules). The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the warranty and indemnity mentioned above. Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules. Part 1 – Key Information Instructions: p lease complete each applicable item below . If an item is not applicable, please mark it as “N/A” . All entities – corporate details 1 Type of Australian registration number given above ( eg ABN, ACN, ARSN or ARBN) ACN: 649 009 889 Legal entity identifier, if applicable Not applicable Place of incorporation or establishment Western Australia Date of incorporation or establishment 6 April 2021 Legislation under which incorporated or established Corporation Act 2001 (Cth) Address of registered office in place of incorporation or establishment Unit 34, Level 5 123A Colin Street West Perth WA 6005 Main business activity Mining exploration Country where main business activity is mostly carried on Quebec, Canada Other exchanges on which the entity is listed Not applicable 1 If the entity applying for admission to the official list is a stapled group , please provide these details for e ach entity comprising the stapled group . ASX Listing Information Form and Checklist (01/12/19) Page 2 Street address of principal administrative office Unit 34, Level 5 123A Colin Street West Perth WA 6005 Postal address of principal administrative office Unit 34, Level 5 123A Colin Street West Perth WA 6005 Telephone number of principal administrative office +61 419 853 904 E - mail address for investor enquiries administration@winsomeresources.com.au Website URL www.winsomeresources.com.au All entities – board and senior m anagement details 2 Full n ame and title of chairperson of directors Justin Lindsay Boylson Full n ames of all existing directors Justin Lindsay Boylson – Non - Executive Chair Christopher Allan Evans – Managing Director Qingtao Zeng – Technical Non - Executive Director Full n ames of any persons proposed to be appointed as additional or replacement directors Not applicable Full name and title of CEO/managing director Christopher Allan Evans Email address of CEO/managing director cevans@winsomeresources.com.au Full name and title of CFO Peter Richard Youd Email address of CFO pyoud@winsomeresources.com.au Full n ame and title of company secretary Peter Richard Youd Email address of company secretary pyoud@winsomeresources.com.au All entities – ASX compliance contact details 3 Full name and title of ASX contact(s) Peter Richard Youd Business address of ASX contact(s) Unit 34, Level 5 123A Colin Street West Perth WA 6005 2 If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust . 3 Under Listing Rule 1. 1 Condition 13 , a listed entity must appoint a person responsible for commun ication with ASX on Listing Rule matters . You can appoint more than one person to cater for situations where the primary nominated contact is not available . ASX Listing Information Form and Checklist (01/12/19) Page 3 Business phone number of ASX contact(s) +61 419 853 904 Mobile phone number of ASX contact(s) +61 (0) 400 556 471 Email address of ASX contact(s) pyoud@winsomeresources.com.au All entities – investor relations contact details Full name and title of person responsible for investor relations Peter Richard Youd Business phone number of person responsible for investor relations +61 419 853 904 Email address of person responsible for investor relations pyoud@winsomeresources.com.au All entities – a udit or details 4 Full name of auditor HLB Mann Judd All entities – r egistry details 5 Name of securities registry Automic Registry Services Address of securities registry Level 2, 267 St Georges Terrace Perth WA 6000 Phone number of securities registry +61 1300 288 664 Fax number of securities registry +61 2 8583 3040 Email address of securities registry hello@automic.com.au Type of subregisters the entity will operate 6 CHESS and issuer sponsored subregister All entities – k ey dates Annual balance date 30 June Month in which annual meeting is usually held (or intended to be held) 7 November Months in which dividends or distributions are usually paid (or are intended to be paid) Not applicable – the entity does not presently intend to pay any dividends 4 In certain cases, ASX may require the applicant to provide information about the qualifications a nd experience of its auditor for release to the market before quotation commences (see Guidance Note 1 section 2.12) . 5 If the entity has different registries for different classes of securities, please indicate clearly which registry details ap ply to whic h class of securities. 6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.23) . 7 May not apply to some trusts . ASX Listing Information Form and Checklist (01/12/19) Page 4 T rusts – additional details Name of responsible entity Not applicable Full names of the members of the compliance committee (if any) Not applicable E ntities incorporated or established outside Australia – additional details Name and address of the entity’s Australian agent for service of process Not applicable Address of registered office in Australia (if any) Not applicable Entities listed or to be listed on another exchange or exchanges Name of the other exchange(s) where the entity is or proposes to be listed Not applicable Is the ASX listing intended to be the entity’s primary or secondary listing Not applicable Part 2 – Checklist Confirming Compliance with Admission Requirements Instructions: p lease indicate i n the “Location /Confirmation ” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located ) . If the item asks for confirmation of a matter, you may si mply enter “Confirmed”” i n the “Location /Confirmation ” column . If an item is not applicable, please mark it as “N/A” . In this regard, i t will greatly assist ASX and speed up its review of the application if the various documents referred to in th is Checklist and any Annexures (other than the 2 copies of the applicant’s Offer Document (as lodged with ASIC) referred to in item 4 and the 10 printe d versions of the final Offer Document referred to in note 10 ) a re provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format. Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list . Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19) . A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3. If the applicant lodges a supplementary or replacement prospec tus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document. All entities – key supporting documents N o Item Location /Conf i r mation 1. A c opy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name) Refer to Tab 1 (Certificate of Registration). 2. A c opy of the entity’s constitution (L isting Rule 1.1 C ondition 2) 8 Refer to Tab 2 (Constitution) . 8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format. ASX Listing Information Form and Checklist (01/12/19) Page 5 N o Item Location /Conf i r mation 3. Either: (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or (b) a completed checklist that the constitution complies with the Listing Rule s (L isting R ule 1.1 C ondition 2) 9 Confirmed – refer to clause 33 of the Constitution (at Tab 2) for confirmation that the Constitution contains the provisions of Appendix 15A. 4. An electronic version and 2 hard copies of the Offer Document, as lodged with ASIC (L isting R ule 1.1 C ondition 3 ) 10 Refer to Tab 3 (Prospectus) . 5. Where in the Offer Document is the prominent statement that ASX takes no responsibility for the contents of the Offer D ocument (L isting R ule 1.1 C ondition 3 )? Refer to Important Notice (Page i) of the P rospectus ( at Tab 3) . 6. Original executed ASX Online agreement confirming that documents may be given to ASX and authenticated electronically (L isting Rule 1.1 C ondition 1 4) 11 Refer to Tab 4 (ASX Online Agreement ). 7. If the entity’s corporate governance statement 12 is included in its Offer Document , the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement (Listing Rule 1.1 C ondition 1 6) To be provided. 8. If the entity will be included in the S & P All Ordinaries Index on admission to the official list, 13 where in its Offer Document does it state that it will have an audit committee (L isting R ule 1.1 C ondition 1 7)? Not applicable. 9. If the entity will be included in the S & P / ASX 300 Index on admission to the official list, 14 where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to the composition and operation of the audit committee (L is ting R ule 1.1 C ondition 1 7)? Not applicable. 10. If the entity will be included in the S & P / ASX 300 Index on admission to the official list, 15 where in its Offer Document does it state that it will have a remuneration committee comprised solely of non - executive directors (Listing Rule 1.1 Condition 1 8) Not applicable. 11. If the entity’s trading policy is included in its Offer Document , the page reference where it is included. Otherwise, a copy of the entity’s trading policy (L isting R ule 1.1 C ondition 1 9) Refer to Tab 5 (Trading Policy) . 12. For each director or proposed director, the CEO or proposed CEO, and the CFO or proposed CFO (together, “relevant officers”) of the entity at the date of listing, 16 a list of the countries in which they have resided over the past 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 sectio n 3.21) 17 Justin Lindsay Boylson – Australia Christopher Allan Evans – Australia Qingtao Zeng – Australia and China Peter Richard Youd - Australia 9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website. 10 The applicant should also provide 10 printed copies of the final Offer Document to ASX as soon as they are available. 11 An electronic copy of the ASX O nline Agreement is available from the ASX Compliance Downloads page on ASX’s website. 12 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at t he date of its admission to the official li st, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommen dations on its admission to the official list, the entity must separately identify each recommendation that will not be followed an d state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation. 13 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admi ssion to the official list, they should contact ASX or S & P. 14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 15 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 16 If the entity applying for admission to the official list is a trust, references in items 12 , 13 , 14 , 15 , 16 , 17 and 18 to a relevant officer mean a relevant officer of the responsible entity of the trust . 17 Th e inf ormation referred to in items 12 , 13 , 14 , 15 , 16 , 17 and 18 is required so that ASX can be satisfied that the relevant officer is of good fame and character under Listing Rule 1 Condition 20 . ASX Listing Information Form and Checklist (01/12/19) Page 6 N o Item Location /Conf i r mation 13. For each relevant officer , a list of any other names or alias they have used in the past 10 years, including any maiden name or married name 18 (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) None – not applicable. 14. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by Australian C riminal Intelligence Commission which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Refer to Tab 6 for an Australian criminal history checks for each director and the Peter Richard Youd. 15. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia , an original or certified true copy of an equivalent national criminal history check to that mentioned in item 14 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration 19 from the relevant officer confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misreprese ntation, concealment of material facts or breach of his or her duties as a director or officer of a company or other entity ; or (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Refer to Tab 6 for China criminal history check for Qingtao Zeng . 16. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Refer to Tab 7 f or an Australian bankruptcy history checks for each director and the Peter Richard Youd. 17. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia , an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 16 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is no t available in any such country, a statutory declaration 20 from the relevant officer confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) China bankruptcy check for Qingtao Zeng to be provided. 18. A statutory declaration 21 from each relevant officer officer specifying whether they have used any other name or alias in the past 10 years and confirming that: (a) the relevant officer has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, To be provided. 18 The sample statutory declaration referred to in item 18 below addresses th is requirement . Note that if the relevant officer has used another name or alias (including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 14 , 15 , 16 , 17 must cover all of the names or aliases the relevant officer has used over that period. 19 The sample statutory declaration referred to in item 18 below also addresses th is requirement . 20 The sample statutory declaration referred to in item 18 below a lso addresses th is requirement . 21 A sample statutory declaration is available from the ASX Compliance Downloads page on ASX’s website. ASX Listing Information Form and Checklist (01/12/19) Page 7 N o Item Location /Conf i r mation dishonesty, misrepresentation, concealment of material fac ts or breach of duty; (b) the relevant officer has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the relevant officer has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsi ble for regulating securities markets for failure to comply with his or her obligations as a director or officer of a listed entity; (d) no listed entity of which he or she was a relevant officer (or, in the case of a listed trust, in respect of which he o r she was a relevant officer of the responsible entity of the trust ) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securit ies exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rule s applicable to that entity; and (e) the relevant officer is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the relevant of ficer is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances in volved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21 ) 19. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable) To be provided. 20. Please either: (a) enter “Confirmed” in the column to the right to confirm that the entity has not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or (b) attach a statement explaining the circumstances and state the location of t hat statement Confirmed. 21. P lease enter “Confirmed” in the column to the right to confirm that the entity has paid its initial listing fee 22 Refer to Tab 8 . All entities – group structure 22. Where in the Offer Document is there a diagram showing the group structure of the entity, identifying (where applicable) each material child entity and the nature and location of the business activities it undertakes Refer to Section 5.1 (Background) of the Prospectus. 22 See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online e quity listing fees calculator: http://www.asx.com.au/prices/cost - listing.htm . Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account: Bank: National Australia Bank Account Nam e: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3302S If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227 - 0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entit y has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid. ASX Listing Information Form and Checklist (01/12/19) Page 8 N o Item Location /Conf i r mation 23. If the entity has any material child entities, where in the Offer Document is there a list of all such child entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the en tity’s percentage holding in it? Refer to Section 5.1 (Bac kground) of the Prospectus. 24. If the entity has any material investments in associated entities for which it will apply equity accounting, where in the Offer Document is there a list of all such associated entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the en tity’s percentage holding in it? None – not applicable. 25. If the entity has a material interest in a joint venture , where in the Offer Document is there a description of the joint venture agreement, including the parties to the agreement and their respective rights and obligations under the agreement ? None – not applicable. 26. If the entity does not hold its material assets and business operations directly itself or indirectly through a child entity, where in the Offer Document is there an explanation of why that structure has been employed and the risks associated with it ? None – not applicable. All entities – capital structure 27. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and (b) the number and class of each equity security and ea ch debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity i s admitted to the official list; and (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements? Note: This applies whether the securities are to be quoted on A SX or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario. Refer to S ection 5. 6 (Capital Structure) of the Prospectus. 28. If any class of securities referred to in the table mentioned in item 27 are not ordinary securities , where in the Offer Document does it disclose the ter ms applicable to those securities ? Note: This applies whether the securities are to be quoted on ASX or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices ; exercise terms and expiry dates. For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of repayment or redempt ion; and conversion terms (if applicable). Refer to S ection s 10.3 ( Terms and conditions of th e Lead Manager Options ) of the Prospectus. 29. Where in the Offer Document does it confirm that the entity’s free float at the time of listing will be not less than 2 0% ( Listing Rule 1.1 Condition 7 )? Refer to Part G (Offer) of the Investment Overview and Section 5. 8 (Restricted Securities) of the Prospectus. 30. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (Listing Rule 2.1 Condition 2) ? Refer to S ection 2 (Key Offer Information) and S ection 4.1 (The General O ffer and the MetalsTech Offer ) of the Prospectus. ASX Listing Information Form and Checklist (01/12/19) Page 9 N o Item Location /Conf i r mation 31. If the entity has or proposes to have any options on issue, where in the Offer Document does it confirm that the exercise price for each underlying security is at least 20 cents in cash (Listing Rule 1.1 Condition 1 2 ) ? Refer to S ection s 10.3 ( Terms and conditions of the Lead Manager Options ) o f the Prospectus. 32. If the entity has any partly paid securities and it is not a no liability company, where in the Offer Document does it disclose the entity’s call program, including the date and amount of each proposed call and whether it allows for any extension for payment of a call (Listing Rule 2.1 Condition 4) ? Not applicable . 33. I s the entity propos ing to offer any securities by way of a bookbuild? If so, please enter “Confirmed” in the column to the right to indicate that the entity is aware of the disclosure requirements for bookbuilds in Annexure A to Guidance Note 1 and has made appropriate arrangements with the bookrunner to obtain this information. Not applicable . All entities – business information 34. Where in the Offer Document is there a description of the history of the entity? Refer to Section 5.1 (Background) of the Prospectus. 35. Where in the Offer Document is there a description of the entity’s existing and proposed activities and level of operations? Refer to Section 5. 2 (Overview of the Projects) and Section 5.4 (Proposed Exploration Program and Development Plan) of the Prospectus. 36. Where in the Offer Document is there a description of the material business risks the entity faces ? Refer to Section 7 (Risk Factors) of the Prospectus. 37. Where in the Offer Document is there a table setting out the proposed use of the proceeds of the offer ? Refer to Section 5. 5 (Use of funds) of the Prospectus. All entities – related parties, promoters and advisers 38. Has the entity undertaken a placement of securities in the last 2 years in which a related party or their associates, a promoter or their associates, or an adviser involved in the offer or their associates , have participated ? No If so, please attach a statement (a) explaining the circumstances of the placement ; (b) listing the names and addresses of the participants in the placement, the number of securities they received in the placement and the consideration they provided for those securities ; and (c) identifying the participants in the placement who are a related party or associate of a related party, a promoter or associate of a promoter, or an adviser or an associate of an adviser . Not applicable. 39. Does an adviser to the offer ha ve a material interest in the success of the offer over and above normal professional fees for services rendered in connection with the offer ? No. If so, where in the Offer Document is there a clear and concise statement explaining in one location all of the interests that adviser has in the success of the offer , including (without limitation) : (a) the number and type of securities in the entity in which the adviser and its associates currently have a relevant interest; (b) details of the consideration paid or provided by the adviser or its associates for the securities referred to in (a) above; (c) the fees or other consideration the adviser or an associate may receive for services pr ovided in connection with the offer ; Not applicable. ASX Listing Information Form and Checklist (01/12/19) Page 10 N o Item Location /Conf i r mation (d) the fees or other consideration the adviser or an associate may receive under any ongoing mandate they may have with the entity post the offer ; (e) if the consideration in (c) or (d) above includes any convertible s ecurities (including options, performance shares or performance rights), details of the number and terms of those securities, the percentage of the entity’s issued capital at listing they will convert into if they are converted, the value the entity believ es the convertible securities are worth and the basis on which the entity has determined that value; and (f) if the adviser or any of its associates have participated in a placement of securities by the entity in the preceding 2 years, full details of the securities they received in the placement and the consideration they paid or provided for those securities? All entities – other information and documents 40. Where in the Offer Document is there a description of the entity’s proposed dividend/distribution policy? Refer to Part I ( Additional information ) of the Investment Overview and Section 5.1 0 (Dividend policy) of the Prospectus. 41. Does the entity have or propose to have a dividend or distribution reinvestment plan? Yes If so, where are the existence and ma terial terms of the plan disclosed in the Offer Document? Not applicable . A copy of the terms of the plan Not applicable . 42. Does the entity have or propose to have a n employee incentive scheme ? Yes. If so, where are the existence and ma terial terms of the scheme disclosed in the Offer Document? Refer to S ection 10. 5 ( Performance Rights and Options Plan ) of the Prospectus. Where in the Offer Document is there a statement as to whether directors 23 are entitled to participate in the scheme and, if they are, the extent to which they currently participate or are proposed to participate ? Refer to S ection 10. 5 ( Performance Rights and Options Plan ) of the Prospectus. A copy of the terms of the scheme Refer to Tab 9 (Employee Securities Incentive Plan) . 43. Has the entity entered into any material contracts (including any underwriting agreement relating to the securities to be quoted on ASX ) ? 24 Yes. If so, where are the existence and main terms of those material contracts disclosed in the Offer Document? Refer to Section 10 (Material Contracts) of the Prospectus. Copies of all of the material contracts referred to in the Offer Document Refer to Tab 1 0 . Tab 11 contains copies of the following material contracts: ? Lead Manager Mandate with Canaccord Genuity (Australia) Limited; ? Sale Nominee Mandate with Canaccord Genuity (Australia) Limited; ? Share Sale Agreement with Metalstech Limited and MetalsTech Sirmac Inc.; 23 If the entit y applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust . 24 It will assist ASX if the material contracts are provided both in hard copy and in electronic format. ASX Listing Information Form and Checklist (01/12/19) Page 11 N o Item Location /Conf i r mation ? Share Sale Agreement with Metalstech Limited and MetalsTech Adina Inc.; ? Share Sale Agreement with Metalstech Limited and MetalsTech Cancet Inc.; ? Subscription Agreement with Lithium Royalty Corp; ? Subscription Agreement with Zhenshi Group (HK) Heshi Composite Materials Co. Limited ; ? Royalty Agreement between Lithium Royalty Corp, MetalTech Limited and MetalsTech Sirmac Inc.; ? Royalty Agreement between Lithium Royalty Corp, MetalTech Limited and MetalsTech Adina Inc.; ? Royalty Agreement between Lithium R oyalty Corp, MetalTech Limited and MetalsTech Cancet Inc.; ? Consultancy Agreement with Vocatus Resources Pty Ltd and Christopher Allan Evans ; ? Non - Executive director appointment letter s with Qingtao Zeng and Justin Lindsay Boylson ; and ? Transition Services Co nsulting Agreement with Geosmart Consulting Pty Ltd and Qingtao Zeng. 44. If the entity is not an externally managed trust and the following information is included in the Offer Document, the page reference where it is included. Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a child entity has entered into with : (a) its CEO or proposed CEO; (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above (Listing Rule 3.16.4) Note: this requirement does not apply to an externally managed trust. I f the entity applying for admission to the official list is a n internally managed trust, references to a CEO, proposed CEO , director or proposed director mean a CEO, proposed CEO , director or proposed director of the responsible entity of the trust. Refer to Section 9. 5 (Agreements with Directors) of the Prospectus for material contract summaries of all agreements entered into with the directors Winsome Resources Limited . 45. Please enter “Confirmed” in the column to the right to indicate that the material contracts summarised in the Offer Document include , in addition to those mentioned in item 44 , any other material contract(s) the entity or a child entity has entered into with: (a) its CEO or proposed CEO; (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above Note: this requirement does not apply to an externally managed trust. I f the entity applying for admission to the official list is a n internally managed trust, references to a CEO, proposed CEO , director or proposed director mean a CEO, proposed CEO , director or proposed director of the responsible entity of the trust. Confirmed. ASX Listing Information Form and Checklist (01/12/19) Page 12 N o Item Location /Conf i r mation 46. Please enter “Confirmed” in the column to the right t o indicate that all information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist Confirmed. 47. A copy of the entity’s most recent annual report Winsome Resources Limited was incorporated on 6 April 2021 and as such does not have any formal annual reports. Refer to Section 6 (Financial Information) for audited accounts since incorporation. Entities that are trusts 48. Evidence that the entity is a registered managed investment scheme or has an exemption from ASIC from that requirement (Listing Rule 1.1 Condition 5(a)) Not applicable. 49. If the entity is exempted from the requirement to be a registered managed investment scheme, evidence that its responsible entity is either an Australian company or registered as a foreign company carrying on business in Australia under the Corporations Act (Listing Rule 1.1 Condition 5(b)) Not applicable. 50. Please enter “Confirmed” in the column to the right t o indicate that the responsible entity is not under an obligation to allow a security holder to withdraw from the trust (Listing Rule 1.1 Condition 5(c)) Not applicable. Entities a pplying under the profit test (L isting R ule 1.2) 51. Evidence that the entity is a going concern or the successor of a going concern (Listing Rule 1.2.1) Not applicable. 52. Evidence that the entity has been in the same main business activity for the last 3 full financial years (Listing Rule 1.2.2) Not applicable. 53. Audited accounts for the last 3 full financial years , including the audit reports (Listing Rule 1.2.3(a)) Not applicable. 54. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available) , including the audit report or review (Listing Rule 1.2.3(b)) Not applicable. 55. A reviewed p ro forma statement of financial position , including the review (Listing Rule 1.2.3(c)) 25 Not applicable. 56. Evidence that the entity’s aggregated profit from continuing operations for the last 3 full financial years has been at least $1 million (Listing Rule 1.2.4) Not applicable. 57. Evidence that the entity’s profit from conti nuing operations in the past 12 months to a date no more than 2 months before the date of this application has exceeded $ 5 00,000 (Listing Rule 1.2.5) Not applicable. 58. Is there a s tatement in the Offer Document that the entity’s directors 26 have made enquiries and nothing has come to their attention to suggest that the Not applicable. 25 T he review must be conducted by a registe red company auditor (or if the e ntity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant. 26 If the entity applying for admission to the official list is a trust, the statement should be made by the directors of the responsible entity of the trust . ASX Listing Information Form and Checklist (01/12/19) Page 13 N o Item Location /Conf i r mation entity is not continuing to earn profit from continuing operations up to the date of the Offer Document If so, where is it? If not, please attach such a statement si gned by all of the entity’s directors 27 (Listing Rule 1.2.6) Entities applying under the assets test ( Listing Rule 1.3) 59. Evidence that the entity has : (a) if it is not an investment entity, ne t tangible assets of at least $4 million (after deducting the costs of fund raising) or a market capitalisation of at least $1 5 million; ( b ) if it is an investment entity other than pooled development fund, net tangible assets of at least $15 million; or ( c ) if it is a pooled development fund , ne t tangible assets of at least $2 million (Listing Rule 1.3.1 and 1.3.4) Refer to Section 6. 6 ( Pro - Forma Statement of Financial Position ) . 60. Evidence that: (a) at least half of the entity’s total tangible assets (after raising any funds) is not cash or in a form readily convertible to cash; 28 or (b) there are commitments consistent with its stated objectives under Listing Rule 1.3.3(a) to spend at least half of the entity’s cash and assets in a form readily convertible to cash And if (b) above applies, where in the Offer Document is there an expenditure program setting out those commitments (Listing Rule 1.3.2) Refer to Section 5. 5 (Use of funds) of the Prospectus. 61. Where in the Offer Document is there a statement setting out the objectives the entity is seeking to achieve from its admission and the offer (Listing Rule 1.3.3(a))? Refer to Part B (Business Model) of the Investment Overview and Section 5.3 (Business Model) of the Prospectus. 62. Is there a statement in the Offer Document that the entity has enough working capital at the time of its admission to carry out those stated objectives ? If so, where is it? If not, attach a statement by an independent expert confirming that the entity has enough working capital to carry out i t s stated obje ctives (Listing Rule 1.3.3(b)) Yes, refer to Part H (Use of f unds) of the Investment Overview and S ection 5. 5 (Use of f unds) of the Prospectus. 63. Evidence that the entity’s working capital (as shown in its reviewed pro forma statement of financial position under listing Rule 1.3.5(d)) is at least $1.5 million (Listing Rule 1.3.3( c )) Refer to Section 6. 4 ( Pro - Forma Historical Financial Information ) . 64. A udited a ccounts for the last 2 full financial years , including the audit report s (Listing Rule 1.3.5(a)) Winsome Resources Limited was incorporated on 6 April 2021 and as such does not have any formal annual reports. Refer to Section 6 (Financial Information) for audited accounts since incorporation. 65. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available) , including the audit report or review (Listing Rule 1.3.5(b)) Not applicable. 27 If the entity applying for admission to the official list is a trust, the statement should be sign ed by all of the directors of the responsible entity of the trust . 28 In deciding if an entity’s total tangible assets are in a form readily convertible to cash, AS X would normally not treat invent ories or rece i vables a s readily convertible to cash. ASX Listing Information Form and Checklist (01/12/19) Page 14 N o Item Location /Conf i r mation 66. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity, audited a ccounts for the last 2 full financial years for that other entity or business , including the audit report s (Listing Rule 1.3.5(c) first bullet point) Refer to Tab 1 1 for MetalsTech Limited Financial Report (current parent company of MetalsTech Sirmac Inc., MetalsTech Adina Inc. and MetalsTech Cancet Inc.) for years ending 30 June 2020 and 30 June 2021. 67. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity and the last full financial year for that other entity or business ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts f or the last half year (or longer period if available) from the end of the last full financial year for that other entity or business , including the audit report or review (Listing Rule 1.3.5(c) second bullet point) Not applicable. 68. A reviewed p ro forma statement of financial position , including the review (Listing Rule 1.3.5(d)) 29 Refer to Section 6 (Financial Information) and Annexure C ( Independent Limi t ed Assurance Report ) of the Prospectus. Entities with restricted securities 69. A statement setting out a list of any person (either on their own or together with associates) who has held a relevant interest in at least 10% of the entity’s voting securities at any time in the 12 months before the date of this application Refer to the Section 5. 7 (Substantial Shareholders) of the Prospectus. 70. A completed ASX Restricted Securities Table 30 Refer to Tab 1 2 . 71. Copies of all restriction deeds (Appendix 9A) entered into in relation to restricted securities (Listing Rule 9.1(b)) 31 To be provided. 72. A list of all security holders sent a restriction notice (Appendix 9C) in relation to restricted securities and a sample of the restriction notice (Listing Rule 9.1(c)) 32 To be provided. 73. If the entity intends to use a third party to maintain its issuer sponsored subregister, a written undertaking from that third party to comply with Listing Rule 9.1(e) (Listing Rule 9.1(f)) To be provided. 74. Are any of th e restricted securities in a class that is not intended to be quoted on ASX ? Yes, no options are intended to be quoted on ASX. If so, a sample of the share certificate for the restricted securities with the statement required under Listing Rule 9.1(g)(iii). To be provided. C opies of the undertaking ( s ) from a bank or recognised trustee to hold the certificates for the restricted securities in escrow (Listing Rule 9.1(g)(iv)) To be provided. 29 T he review must be conducted by a registered company auditor (or if the e ntity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant. 30 An electronic copy of the ASX Restricted Securities Table is available f rom the ASX Compliance Downloads page on ASX’s website. 31 ASX will advise which restricted securities are required to be escrowed via a restriction deed under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restricti on deeds and related undertakings have not been provided for all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing. 32 ASX will advise which restricted securities are required to be escrowed via a restriction notice under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restriction notices have not been provided to all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing. ASX Listing Information Form and Checklist (01/12/19) Page 15 N o Item Location /Conf i r mation If the entity intends to use a third party to maintain its certificated subregister, a written undertaking from that third party to comply with Listing Rule 9.1(g) (Listing Rule 9.1(h)) To be provided. Entities (other than mining exploration entities and oil and gas exploration entities) with classified assets 33 75. W ithin the 2 years preceding the date of the entity’s application for admission to the official list , h as the entity acquired, or entered into an agreement to acquire, a classified asset from any person ? No. If so, where in the Offer Document does it disclose: (a) the date of the acquisition or agreement; (b) full details of the classified asset, including any title particulars; (c) the name of the vendor; (d) if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s); (e) details of the relationship between the vendor (or, if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, between the beneficial owner(s)) and the entity or any related party or promoter of , or adviser to, the entity ; and (f) details of the purchase price paid or payable and all other consideration (whether legally enforceable or not) passing directly or indirectly to the vendor , and, if the vendor acquired the classified asset from a third party within that 2 year period, the equivalent details to those set out above in relation to the arrangements between the vendor and th e third party ? Not applicable. Is the vendor (or, if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, are any of the beneficial owner (s)) a related party or promoter of the entity or an associate of a related party or promoter of the entity? If s o, p lease enter “Confirmed” in the column to the right to indicate that the consideration paid by the entity for the classified asset was solely restricted securities, save to the extent it involved the reimbursement of expenditure incurred by the vendor i n developing the classified asset 34 or the entity was not required to apply the restrictions in Appendix 9B under Listing Rule 9. 2 (Listing Rule 1.1 Condition 1 1 ) Not applicable. I f cash is being paid or proposed to be paid in connection with the acquisition of a classified asset from a related party or promoter , please provide supporting documentation to demonstrate that it was for the reimbursement of expenditure incurred by the vendor in developing the classified asset Not applicable. Please also provide a copy of the agreement(s) relating to the acquisition entered into by the entity and any expert’s report or valuation obtained by the entity in relation to the acquisition Not applicable. 33 A “classified asset” is defined in Listing Rule 19.12 as: (a) a n interest in a mining exploration area or oil and gas exploration area or similar tenement or interest; (b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least three years, an d which entitles the entity to develop, manufacture, market or distribute the property; (c) an interest in an asset which, in ASX’s opinion, cannot readily be valued; or (d) an interest in an entity the substantial proportion of whose assets (held directly , or through a controlled entity) is property of the type referred to in paragraphs (a), (b) and (c) above. 34 ASX may require evidence to support expenditure claims. ASX Listing Information Form and Checklist (01/12/19) Page 16 N o Item Location /Conf i r mation Mining entities 76. A completed Appendix 1A Information Form and Checklist Annexure 1 (Mining Entities) 35 To be provided. O il and gas entities 77. A completed Appendix 1A Information Form and Checklist Annexure 2 (Oil and Gas Entities) 36 Not applicable. Entities incorporated or established outside of Australia 78. A completed Appendix 1A Information Form and Checklist Annexure 3 (Foreign Entities) 37 Not applicable. Externally managed entities 79. A completed Appendix 1A Information Form and Checklist Annexure 4 (Externally Managed Entities) 38 Not applicable. Stapled entities 80. A completed Appendix 1A Information Form and Checklist Annexure 5 (Stapled Entities) 39 Not applicable. Further d ocuments to be provided before admission to the official list I n addition to the information and documents mentioned above, entities will be required to provide the following before their admission to the official list and the quotation of their securities commences: ? When available, 10 printed copies of the final Offe r Document ( see note 10 above); ? A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number and percentage of each class of securities held by those holders; ? A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the following categories and the total percentage of the securities in that class held by the r ecipients in each category : ? 1 - 1,000 ? 1,001 - 5,000 ? 5,001 - 10,000 ? 10,001 - 100,000 ? 100,001 and over ? The number of holders of a parcel of securities (excluding restricted securities or securities subject to voluntary escrow ) with a value of more than $2,000, based on the issue/sale price ; ? Any outstanding restriction deeds (Appendix 9A) and related undertakings; 40 ? Any outstanding restriction notices (Appendix 9 C ) ; 41 and 35 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 36 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 37 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 38 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 39 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website. 40 See note 31 above . 41 See note 32 above . ASX Listing Information Form and Checklist (01/12/19) Page 17 ? Any other information that ASX may require under Listing Rule 1.17. 42 42 Among other things, this may include evidence to verify that an entit y has met Listing Rule 1 C ondition 8 and achieved minimum spread without using artificial means (see Guidance Note 1 section 3. 9 ).
Information on this Website is provided for general information purposes only and is not a substitute for professional advice. ASX Information (including company announcements and prices) is delayed by at least 20 minutes. JSE Information (including company announcements and prices) is delayed by at least 15 minutes. Reliance on the information you access on or from this Website is solely at your own risk. We make no representation or warranty in relation to the future performance of the companies that appear on this Website. Investment in securities involves risk and you should obtain independent professional legal, financial, investment or company advice before acting on any of the information you access on this Website. Using, browsing or otherwise accessing this Website is subject to our Terms and Conditions and our Privacy Policy.

© 2021 Listcorp. ABN 60 166 140 307

Never miss news from Winsome Resources Limited (ASX:WR1) when you join Listcorp.