APC MINERALS LIMITED ACN 149 390 394 OFFER DOCUMENT For a pro-rata renounceable entitlement issue to Eligible Shareholders on the basis of thirteen Shares for every eleven Shares held by Eligible Shareholders on the Record Date at an issue price of $0.004 per Share to raise up to approximately $1,384,776 (before costs) (Offer). The Offer is fully underwritten by Yelverton Capital Pty Ltd (ACN 667 868 199). Please refer to Section 3.11 for details regarding the terms of the underwriting. The Offer opens on Friday, 12 December 2025 and closes at 5:00pm (WST) on Thursday, 8 January 2025 (unless it is lawfully extended). Valid acceptances must be received before that time. Applications for Shares by Eligible Shareholders can only be made by using or following the instructions on an Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out the Eligible Shareholders' Entitlement to participate in the Offer. Please read the instructions in this Offer Document and on the accompanying Entitlement and Acceptance Form. This Offer Document is not a prospectus and does not contain all of the information that an investor may require in order to make an informed investment decision regarding the Shares offered by this Offer Document. The Shares offered by this Offer Document should be considered as speculative. 4018-24/3868519_14 i T A B L E OF C O N T E N TS 1. IMPORTANT INFORMATION ........................................................................................................... 1 2. CORPORATE DIRECTORY ............................................................................................................... 4 3. DETAILS OF THE OFFER ................................................................................................................... 5 4. ACTION REQUIRED BY SHAREHOLDERS ...................................................................................... 20 5. RISK FACTORS............................................................................................................................... 24 6. DEFINED TERMS............................................................................................................................. 33 4018-24/3868519_14 1 1. IMPORTANT INFORMATION No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer. 1.1 This document is not a prospectus This Offer Document is dated 4 December 2025, has been prepared by APC Minerals Limited (ACN 149 390 394) and is for a rights issue of continuously quoted securities (as defined in the Corporations Act) of the Company. This Offer Document is not a prospectus under the Corporations Act and has not been lodged with the ASIC. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the Shares offered by this Offer Document. This Offer Document including each of the documents attached to it and which form part of this Offer Document are important and should be read in their entirety prior to making an investment decision. In particular, Shareholders should refer to the risk factors set out in Section 5 of this Offer Document. If you do not fully understand this Offer Document or are in any doubt as to how to deal with it, you should consult your professional adviser. 1.2 Section 708AA of the Corporations Act This Offer Document has been prepared in accordance with section 708AA of the Corporations Act and applicable ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84 (ASIC Instrument 2016/84). In general terms, section 708AA permits certain companies to undertake rights issues without being required to use or provide to shareholders a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Document is significantly less than the level of disclosure required in, and what you would expect in, a prospectus. Eligible Shareholders should rely on their own knowledge of the Company, refer to disclosures made by the Company to ASX and consult their professional advisers before deciding to accept the Offer. 1.3 Eligibility Applications for Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer. 1.4 Overseas Shareholders This Offer Document does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom it would not be lawful to make such an offer or to issue this Offer Document. The Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia and New Zealand. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than those mentioned above) having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. United States Shareholders The Offer does not constitute an offer in the United States of America, nor does it constitute an offer to a person who is a US Person or someone who is acting on behalf of a US Person. The Shares have not been, and will not be, registered under the US Securities Act 1933 and may not be offered or sold in the United States of America, or to, or for the account or benefit of, US Persons (as defined in Rule 902 under the US Securities Act) except under an available exemption from registration under the US Securities Act. These Shares may only be resold or transferred if registered under the US Securities Act or pursuant to an exemption from registration under the US Securities Act and in compliance with state securities laws. The Company is under no obligation and has no intention to register the Shares in the United States of America. 4018-24/3868519_14 2 New Zealand Shareholders The Shares are not being offered to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of the Shares is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand). This Offer Document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. 1.5 Notice to nominees and custodians Shareholders resident in Australia holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations. 1.6 Appointment of Nominee Pursuant to ASX Listing Rule 7.7, prior to the opening of the Offer, the Company will be appointing a nominee to sell the Entitlements to which Ineligible Shareholders are entitled. The nominee will have the absolute and sole discretion to determine the timing and price at which the Entitlements may be sold and the manner of any such sale. The Company will announce the appointment of the nominee to ASX as soon as that appointment is finalised. The proceeds of the sale of these Entitlements will firstly be applied against expenses of such sale, including brokerage, and any balance will accrue to the relevant Ineligible Shareholders as described below. The net proceeds of the sale of these Entitlements will then be forwarded by the Company as soon as practicable to the Ineligible Shareholders, in proportion to their share of such Entitlements (after deducting brokerage commission and other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, such proceeds may be retained by the Company. Notwithstanding that the nominee must sell Entitlements, Ineligible Shareholders may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds. In this regard, the nominee will not be required to sell Ineligible Shareholders’ Entitlements at a particular price. Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations. 1.7 Forward-looking statements This Offer Document contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Offer Document, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management. 4018-24/3868519_14 3 The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Offer Document will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Offer Document, except where required by law. These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5 of this Offer Document. 1.8 Privacy Act If you complete an Entitlement and Acceptance Form, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration. The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry. You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Offer Document. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your application. 4018-24/3868519_14 4 2. CORPORATE DIRECTORY Directors Catherine Moises (Non-Executive Chair) Matthew Shackleton (Managing Director & CEO) Jonathan Fisher (Non-Executive Director) Company Secretary Michael Fry Registered Office Level 14 QV1 Building PERTH WA 6000 Telephone: + 61 8 9322 1003 Email: admin@apcminerals.com.au Website: www.apcminerals.com.au ASX Code APC Underwriter Yelverton Capital Pty Ltd AFSL 001312254 Suite 101 28 Station Street COTTESLOE WA 6011 Share Registry* Automic Registry Services Level 5 191 St Georges Terrace PERTH WA 6000 Telephone: 1300 288 664 Facsimile: + 61 2 8583 3040 Legal Advisers Steinepreis Paganin Level 14 250 St Georges Terrace PERTH WA 6000 Auditor* InCorp Audit & Assurance Pty Ltd Suite 11, Level 1 4 Ventnor Avenue WEST PERTH WA 6005 *These parties have been included for information purposes only. They have not been involved in the preparation of this Offer Document. 4018-24/3868519_14 5 3. DETAILS OF THE OFFER 3.1 The Offer The Offer is being made as a renounceable entitlement offer of thirteen Shares for every eleven Shares held by Eligible Shareholders registered at the Record Date at an issue price of $0.004 per Share. Fractional entitlements will be rounded down to the nearest whole number. Based on the capital structure of the Company as set out in Section 3.6 of this Offer Document, a maximum of approximately 346,193,986 Shares will be issued pursuant to this Offer to raise up to approximately $1,384,776. As at the date of this Offer Document, the Company has 208,798,575 Options on issue all of which may be exercised prior to the Record Date in order to participate in the Offer. Please refer to Section 3.6 of this Offer Document for information on the exercise price and expiry date of the Options on issue. All of the Shares offered under this Offer Document will rank equally with the Shares on issue at the date of this Offer Document. The Directors may at any time decide to withdraw this Offer Document and the offer of Shares made under this Offer Document in which case the Company will return all Application monies (without interest) within 28 days of giving such notice of withdrawal. 3.2 Use of Funds On 2 December 2025, the Company announced that it had received firm commitments from investors to raise $116,000. Funds raised under the Offer will be combined with the funds raised under the Placement and are intended to be used over the next 12 months as follows: ITEMS OF EXPENDITURE $ % Retaining and advancing Company’s existing exploration projects 514,022 34.25 Working Capital1 867,300 57.79 Expenses of the Offer 119,454 7.96 Total $1,500,776 100.00 Notes: 1. To the extent that: (a) the Company’s exploration activities warrant further exploration activities; or (b) the Company identifies additional acquisition or investment opportunities, the Company’s working capital will also be utilised to fund such further exploration activities and/or acquisition or investment costs (including due diligence investigations and expert’s fees in relation to such acquisitions or investments) as applicable. Any amounts not so expended will be applied toward corporate and administration costs for the period subsequent. The above table is a statement of the Board’s current intentions as at the date of this Offer Document. However, Shareholders should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including the outcome of operational and development activities, regulatory developments, market and general economic conditions and environmental factors. In light of this, the Board reserves the right to alter the way the funds are applied. 3.3 Indicative Timetable Lodgement of Offer Document and Appendix 3B with ASX Thursday, 4 December 2025 (pre-market) Ex date and Entitlements start trading Monday, 8 December 2025 4018-24/3868519_14 6 Record Date for determining Entitlements Tuesday, 9 December 2025 Issue date for Shares under the Placement Thursday, 11 December 2025 Offer opens, Offer Document dispatched to Shareholders and Company announces this has been completed Friday, 12 December 2025 Entitlement trading ends at close of trading Wednesday, 31 December 2025 Unless otherwise determined by ASX, Securities quoted on a deferred settlement basis Friday, 2 January 2026 Last day to extend the Closing Date Monday, 5 January 2026 Closing Date as at 5:00pm* Thursday, 8 January 2026 ASX and Underwriter notified of under subscriptions Friday, 9 January 2026 Underwriter subscribes for Shortfall under terms of Underwriting Wednesday, 14 January 2026 Issue date and lodgement of Appendix 2A with ASX applying for quotation of the Shares, last day to announce the results of the pro rata issue Thursday, 15 January 2026 * Subject to the ASX Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the Shares. ** These dates are indicative only and are subject to change. 3.4 Entitlements and acceptance Details of how to apply under the Offer are set out in Section 4 of this Offer Document. The Entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance Form accompanying this Offer Document. You can also apply for Additional Shares under the Shortfall Offer in addition to your Entitlement by following the instructions set out in Section 4. The Shortfall Offer is described in Section 4.4 below. 3.5 Entitlement trading Entitlements are renounceable, which means that Eligible Shareholders may sell or transfer all or any part of their Entitlement in order to realise the value which may attach to their Entitlement. Entitlement trading is expected to commence on Monday, 8 December 2025 and conclude on Wednesday, 31 December 2025. There is no guarantee that there will be a liquid market in traded Entitlements. A lack of liquidity may impact your ability to sell your Entitlements on the ASX and the price you may be able to achieve. See Sections 4.1.3 and 4.1.6 for further details on trading your Entitlements. 4018-24/3868519_14 7 3.6 Capital structure The effect of the Offer on the capital structure of the Company, assuming all Entitlements are accepted, is set out below. Shares SHARES FULL ENTITLEMENT ($1,384,776) Shares currently on issue 292,933,373 Shares offered pursuant to the Offer1 346,193,986 Total Shares on issue after completion of the Offer1,2 639,127,359 Notes: 1. This number may vary due to rounding of Entitlements and may increase as a result of the rounding up of Shares offered under the Offer. 2. On 2 December 2025, the Company announced the Placement. Pursuant to the Placement the Company received firm commitments from sophisticated and professional investors to raise $116,600 through a placement of 29,000,000 Shares at an issue price of $0.004 per Share. The Company anticipates the placement to be settled on 10 December 2025 and the Shares to be quoted on the ASX on 11 December 2025. Options OPTIONS NUMBER Options currently on issue: Quoted exercisable at $0.06 each on or before 19 April 2027 91,625,039 Unquoted exercisable at $0.02 each on or before 10 April 2027 117,173,536 Total 208,798,5751 Notes: 1. Subject to Shareholder approval, the Company has agreed to issue the Underwriter Options. Performance Rights PERFORMANCE RIGHTS NUMBER Performance Rights currently on issue 3,262,546 Total 3,262,546 The capital structure on a fully diluted basis as at the date of this Offer Document would be 504,994,494 and on completion of the Offer (assuming all Entitlements are accepted, no Shares are issued (except for those issued under the Offer) and no Options are exercised or Performance Rights convert prior to the Record Date) would be 851,188,480. 3.7 Potential dilution on non-particpating Shareholders Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 54.17% (as compared to their holdings and number of Shares on issue as at the date of this Offer Document). Examples of how the dilution may impact Shareholders are set out in the table below: HOLDER HOLDING AS AT RECORD DATE APPROXIMATE % AT RECORD DATE1 ENTITLEMENTS UNDER THE OFFER HOLDINGS IF OFFER NOT TAKEN UP APPROXIMATE % POST OFFER2 Shareholder 1 10,000,000 3.41% 11,818,182 10,000,000 1.56% Shareholder 2 5,000,000 1.71% 5,909,091 5,000,000 0.78% Shareholder 3 1,500,000 0.51% 1,772,727 1,500,000 0.23% 4018-24/3868519_14 8 Shareholder 4 400,000 0.14% 472,727 400,000 0.06% Shareholder 5 50,000 0.02% 59,091 50,000 0.01% Notes: 1. This is based on a Share capital of 292,933,373 Shares at the date of this Offer Document. 2. This is based on a Share capital of 639,127,359 Shares following the completion of the Offer, assuming that the maximum number of Shares are issued under the Offer, no other Shares are issued (except for those issued under the Offer) and that no Options on issue are exercised or Performance Rights convert prior to the Record Date. The Board reserves the right to, subject to consultation and agreement with the Underwriter, undertake placement of Shares to raise additional funds pursuant to the Company’s existing placement capacity under ASX Listing Rules 7.1 and 7.1A within 3 months after the Closing Date. 3.8 Directors Interests and Participation Each Director’s relevant interest in the securities of the Company at the date of this Offer Document and their Entitlement is set out in the table below. DIRECTOR SHARES OPTIONS PERFORMANCE RIGHTS VOTING POWER (%) ENTITLEMENT6 $ Cathy Moises 125,0001 62,5002 450,0233 0.04 147,728 590.91 Matthew Shackleton 3,828,7424 875,0005 2,362,5006 1.31 4,524,878 18,099.52 Jonathan Fisher 125,0007 62,5008 450,0239 0.04 147,728 590.91 Notes: 1. Shares held by Tooradin Park Superannuation Pty Ltd (Tooradin) of which Ms Moises is a Director and Shareholder; 2. Options exercisable at $0.06 each on or before 19 April 2027 held by Tooradin; 3. Performance Rights held directly by Cathy Moises; 4. Comprising 1,750,000 Shares held directly Mr Matthew William Shackleton, 1,945,551 Shares jointly held indirectly Mr Matthew William Shackleton & Mrs Nicole Jodie Shackleton <The Harryshack Super A/C> (a superannuation account associated with Mr Shackleton) and 133,191 Shares jointly held indirectly Mr Matthew William Shackleton & Mrs Nicole Jodie Shackleton <The Harryshack Family A/C> (a family trust associated with Mr Shackleton) 5. Options exercisable at $0.06 each on or before 19 April 2027 held directly Mr Matthew William Shackleton; 6. Performance Rights jointly held indirectly Mr Matthew William Shackleton & Mrs Nicole Jodie Shackleton <The Harryshack Family A/C> (a family trust associated with Mr Shackleton) 7. Shares held by JWEST Nominees Pty Ltd (of which Mr Fisher is a Director) as trustee for the JWEST Family Trust. 8. Held by JWEST Nominees Pty Ltd (of which Mr Fisher is a Director) as trustee for the JWEST Family Trust; 9. Options exercisable at $0.06 each on or before 19 April 2027 held by JWEST Nominees Pty Ltd (of which Mr Fisher is a Director) as trustee for the JWEST Family Trust; and 10. Performance Rights held by JWEST Nominees Pty Ltd (of which Mr Fisher is a Director) as trustee for the JWEST Family Trust. 3.9 Effect of the Offer on control and voting power in the Company The Company’s substantial holder and their Entitlement prior to the Offer are set out in the table below. SUBSTANTIAL HOLDER SHARES VOTING POWER (%)1 ENTITLEMENT $ MAXIMUM VOTING POWER (%)2 Geordie Bay Holdings Pty Ltd 20,282,859 6.92% 23,970,652 95,883 6.92% Notes: 1. The voting power in this column is at the date of this Offer Document. 2. As the Offer is fully underwritten, the Offer will have no effect (other than a potential dilutive effect) on the voting power of the substantial holders. The substantial holders may, however, apply for Shares under the Shortfall Offer, subject to the terms set out in Section 4.4. 4018-24/3868519_14 9 The potential effect that the issue of the Shares under the Offer will have on the control of the Company is as follows: (a) if all Eligible Shareholders take up their Entitlements under the Offer, the issue of Shares under the Offer will have no effect on the control of the Company and all Shareholders will hold the same percentage interest in the Company; (b) in the more likely event that there is a Shortfall, Eligible Shareholders who do not subscribe for their full Entitlement of Shares under the Offer will be diluted relative to those Shareholders who subscribe for some or all of their Entitlement as shown by the table in Section 3.7; and (c) in respect of any Shortfall, Eligible Shareholders who take up their full Entitlement will be entitled to top-up their shareholding, for up to 100% of their Entitlement, by subscribing for Additional Shares to be issued from the Shortfall (Shortfall Offer). However, the Company will only issue such Shares pursuant to an Application received where the Directors are satisfied, in their discretion, that the issue of the Shares will not increase the Applicant’s voting power above 19.99%. The Board retains absolute discretion to issue Additional Shares under the Shortfall Offer. Further details on the Shortfall Offer are set out in Section 4.4. 3.10 Pro-forma balance sheet The audited balance sheet as at 30 June 2025 and the unaudited pro-forma balance sheet as at 30 June 2025 shown below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. The pro-forma balance sheet has been prepared assuming that the Company has received all funds under the Placement, all Entitlements are accepted, no Options are exercised or Performance Rights converted prior to the Record Date and including expenses of the Offer. The pro-forma balance sheet has been prepared to provide investors with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards appliable to annual financial statements. AUDITED 30 JUNE 2025 $ PROFORMA 30 JUNE 2025 FULL ENTITLEMENT $ Current assets Current assets Cash 579,817 1,961,139 Other current assets 118,312 118,312 Total current assets 698,129 2,079,451 Non-current assets Plant and equipment 83,219 83,219 Intangibles 1,172 1,172 Total non-current assets 84,391 84,391 Total assets 782,520 2,163,842 Current liabilities Creditors and borrowings 265,509 265,509 Employee entitlements 109,123 109,123 4018-24/3868519_14 10 AUDITED 30 JUNE 2025 $ PROFORMA 30 JUNE 2025 FULL ENTITLEMENT $ Provisions 20,000 20,000 Total current liabilities 394,632 394,632 Total liabilities 394,632 394,632 Net assets (liabilities) 387,888 1,769,210 Equity Share capital 71,596,806 72,787,728 Options reserve 1,828,388 2,018,788 Retained loss (73,037,306) (73,037,306) Total equity 387,888 1,769,210 Notes: 1.1 Capital raised of $1,500,776 less costs of the Offer of $119,454 1.2 The estimated cost of the New Options issued to the Underwriters calculated in accordance with the Black and Scholes Methodology of $190,400 are reflected as an expense of the Offer and accordingly are offset against Share capital. 3.11 Underwriting (a) Underwriting Agreement The Company has entered into an underwriting agreement (Underwriting Agreement) with the Underwriter, pursuant to which the Underwriter has agreed to underwrite the Offer up to a value of $1,384,776 (the Underwritten Amount) (being 100% of the funds to be raised under the Offer (and equal to 346,193,986 Shares)) (Underwritten Shares). Underwriting Commitment The Underwriter has agreed to fully underwrite the Offer up to the Underwritten Amount (being 100% of the funds to be raised under the Offer (and equal to the Underwritten Shares). Conditions Precedent The obligations of the Underwriter under the Underwriting Agreement are subject to and conditional upon: (a) Certificate: the Underwriter receiving a certificate from the Company that: (i) confirms the Company has complied with its obligations under the Underwriting Agreement; (ii) the Company has complied with its obligations in respect of the Offer and Placement; (iii) no termination events have occurred under the Underwriting Agreement; and (iv) confirms the representations and warranties set out in Schedule 1 are true and correct and not misleading, (Certificate); (b) Placement share settlement and issue: the Company lodging an Appendix 2A and cleansing statement for the Shares issued under the Placement in accordance with the Timetable; 4018-24/3868519_14 11 (c) Official quotation: ASX not indicating to the Company or Underwriter that it will not grant permission for the official quotation of Shares under the Offer and Placement; and (d) Certificates: the Underwriter receiving a notice from the Company specifying the number of Shortfall Shares, the Certificate and a ‘new circumstances certificate’. Fees The Company agrees to pay/issue the Underwriter: (a) a selling and management fee of $83,087, equal to 6% of the Underwriting Commitment; (b) a selling and management fee of $6,960, equal to 6% of the funds raised under the Placement; and (c) sub