For personal use only

ASX ANNOUNCEMENT

17 February 2022

Update on Reinstatement to Official Quotation

Horseshoe Metals Limited (ASX:HOR) (Company) is pleased to provide the confirmations below in satisfaction of the conditions for the reinstatement of its securities to official quotation as set out in the conditional reinstatement letter from the ASX to the Company on 10 March 2021 and in subsequent correspondence (Reinstatement Conditions).

The Company expects that its securities will be reinstated to quotation on 18 February 2022.

The confirmations in respect of the Reinstatement Conditions are set out below. Additional information is set out in appendices where relevant.

  1. Shareholder approval of Capital Raising
    All resolutions at the Company's General Meeting on 25 November 2021 (Meeting) relating to the Capital Raising were approved by Shareholders (refer to Resolutions 1 to 7).
  2. HOR release of full form prospectus
    The Company released its prospectus to the ASX on 16 December 2021 which was prepared in accordance with section 710 of the Corporations Act 2001 (Cth) (Prospectus).
  3. Completion of Capital Raising and closure of the Prospectus
    The Company has completed all elements of the Capital Raising as set out in the Company's Notice of Meeting dated 27 October 2021.
  4. Confirmation that HOR has received cleared funds under the Capital Raising.
    The Company confirms that it has received cleared funds for the complete amount of the issue price of every security allotted and issued to successful applicants under the Capital Raising, with the exception of those securities issued in satisfaction of debt.
  5. HOR demonstrating compliance with Listing Rules 12.1 and 12.2, to the satisfaction of the ASX, as set out below.
    5.1 Completion and announcement of Phase 1 exploration program

On 26 November 2021, the Company released the results of its Phase 1 auger drilling programme to assess various surface stockpile materials at its Horseshoe Lights Project, which together with aerial mapping and photography at the Glenloth Project, completed the Phase 1 activity requirements forming part of the Reinstatement Conditions. Previous announcements regarding the Company's Phase 1 exploration programme were made on 6 August 2021 (auger drilling), 10 September 2021 (auger drilling results), 13 September 2021 (RC drilling) and 26 October 2021 (RC drilling results), and in the Company's quarterly activities reports.

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  1. Confirmation that HOR is proceeding with the Phase 2 exploration program
    On 26 November 2021, the Company confirmed that it will proceed with its Phase 2 exploration activities, including further RC drilling, auger sampling and stockpile resource estimations at Horseshoe Lights, following its reinstatement to quotation.
  2. Confirmation that HOR will have sufficient working capital
    The Company confirms that it will have working capital of at least $1.5 million following the completion of Capital Raising and payment of all costs associated with the Capital Raising.

Lodgement of all outstanding Appendices 3B

The Company confirms that Appendices 3B were lodged with the ASX for all relevant issues of new securities.

Lodgement of Outstanding Reports

The Company confirms that it has lodged all relevant reports since its securities were suspended including documents required by Listing Rule 17.5.

Lodgement of Director's Interest Notices, being either Appendix 3Xs, 3Ys, or 3Zs, as required

The Company confirms that it has lodged all relevant Director's Interest Notices.

No legal, regulatory or contractual impediments to undertaking activities

The Company confirms that it is not aware of any legal, regulatory or contractual impediments to undertaking the activities to which it committed in the Prospectus.

Payment of any ASX fees, including listing fees, applicable and outstanding

The Company confirms that all outstanding ASX invoices have been paid.

Confirmation that securities have been issued and all required statements and refunds have been despatched

The Company confirms that its share registry, Advanced Share Registry, has issued every security to successful applicants under the Capital Raising, and has issued CHESS or issuer-sponsored holding statements as required. The Company additionally confirms that Shortfall Offer applicants who did not receive the full amount of shortfall shares under their application have been refunded the relevant amount of application monies. These refund monies have been dispatched via cheque.

Provision of the following documents, in a form suitable for release to the market:

  1. A statement setting out the names of the 20 largest holders of each class of securities to be quoted, including the number and percentage of each class of securities held by those holders.
    Attached as Appendix A.
  2. A distribution schedule of the numbers of holders in each class of security to be quoted. Attached as Appendix B.

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12.3. Completion of the Capital Raising, closure of the Prospectus and confirmation that HOR has reached minimum subscription.

Refer response to item 3 above.

  1. A statement outlining HOR's capital structure following the Meeting on a post-issue basis. Attached as Appendix C.
  2. HOR's pro forma balance sheet based on actual funds raised.

Attached as Appendix D.

  1. HOR's updated statement of commitments based on actual funds raised.
    Attached as Appendix E.
  2. A consolidated activities report setting out the proposed business strategy for HOR (including an update on the status of HOR's assets and the current activities with respect thereto).

Attached as Appendix F.

12.8. Full terms and conditions of all options on issue (if any).

The Company has five classes of unlisted Options on issue, the terms and conditions to which are attached as Appendices G, H and I:

  • On 26 November 2021, the Company issued three tranches of Options to Directors as performance incentives (Director Options). These comprise 3,000,000 Options exercisable at $0.03, expiring 26 November 2023; 3,000,000 Options exercisable at $0.06, expiring 26 November 2024; and 3,000,000 Options exercisable at $0.09, expiring 26 November 2025. The latter two tranches are subject to vesting conditions. The full terms and conditions of these options are attached as Appendix G.
  • On 15 December 2021, the Company issued 20,000,000 Options exercisable at $0.05, expiring 15 December 2024 in consideration for the extension of a loan facility (Further Debt Satisfaction Options). The full terms and conditions of these options are attached as Appendix H.
  • On 10 February 2022, the Company issued 10,000,000 Options exercisable at $0.03, expiring 10 February 2025 in partial consideration for lead manager services provided by Merchant Capital Partners Pty Ltd to elements of the Capital Raising (Lead Manager Options). The full terms and conditions of these options are attached as Appendix I.

12.9. Confirmation that HOR is in compliance with Listing Rule 3.1.

The Company confirms that it is not aware of any information that a reasonable person would expect to have a material effect on the price or value of the entity's securities, that has not already been disclosed to the ASX.

The Board of Directors of HOR has authorised this announcement to be given to the ASX.

Enquiries

Kate Stoney

Non-Executive Director, Company Secretary

  1. +61 8 6241 1844

E: info@horseshoemetals.com.au

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Forward Looking Statements

Horseshoe Metals Limited has prepared this announcement based on information available to it. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this announcement. To the maximum extent permitted by law, none of Horseshoe Metals Limited, its directors, employees or agents, advisers, nor any other person accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them or any other person, for any loss arising from the use

onlyof this announcement or its contents or otherwise arising in connection with it. This announcement is not an offer, invitation, solicitation or other recommendation with respect to the subscription for, purchase or sale of any security, and neither this announcement nor anything in it shall form the basis of any contract or commitment whatsoever. This announcement may contain forward-looking statements that are subject to risk factors associated with gold exploration, mining and production businesses. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a variety of variables and changes in underlying assumptions which could cause actual results or trends to differ materially, including but not limited to price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimations, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory changes, economic and financial market conditions in various countries and regions, political risks, project delay or

useadvancement, approvals and cost estimates. personalFor

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Appendix A: Top 20 Holders

Holder

No. Held

%

DELTA RESOURCE MANAGEMENT PTY LTD

39,695,372

7.28

OBSIDIAN METALS GROUP PTY LTD

27,000,000

4.95

MR STEVEN SICKERDICK

17,000,000

3.12

WHITEHALL NOMINEES PTY LTD

12,743,500

2.34

MR ERIC PETER MURPHY + MRS KIM LEA MURPHY

12,500,000

2.29

HELIOS CORPORATION PTY LTD

12,294,642

2.25

BOTSIS HOLDINGS PTY LTD

12,000,000

2.20

MR ANTHONY HAROLD FOTIOS

11,880,693

2.18

MR PHILIP COLIN HAMMOND + MRS BETTY JEANETTE MOORE

11,489,584

2.11

MS BETTY JEANETTE MOORE + MR PHILIP COLIN HAMMOND

9,500,000

1.74

RALMANA PTY LTD

8,000,000

1.47

WHIMPLECREEK PTY LTD

7,666,668

1.41

SHARIC SUPERANNUATION PTY LTD

6,754,233

1.24

FARRIS CORPORATION PTY LTD

6,708,223

1.23

CHALEYER HOLDINGS PTY LTD

6,500,000

1.19

INVESTMET LIMITED (IN LIQUIDATION)

6,054,589

1.11

STOCKWORKS EXPLORATION & MINING PTY LTD

6,000,000

1.10

GARIC PTY LTD

6,000,000

1.10

ORBIT DRILLING PTY LTD

6,000,000

1.10

WYLLIE GROUP PTY LTD

5,756,420

1.06

TOTAL TOP 20

231,543,924

42.45

REMAINING HOLDERS

313,948,957

57.55

GRAND TOTAL

545,492,881

100.00

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Horseshoe Metals Limited published this content on 17 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 February 2022 02:53:02 UTC.