Appendix 3B - Proposed issue of securities Announcement Summary Entity name VARISCAN MINES LIMITED Announcement Type New announcement Date of this announcement 26/9/2024 The Proposed issue is: A standard pro rata issue (including non-renounceable or renounceable) Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable) Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed Unlisted Options 73,833,394 VAR ORDINARY FULLY PAID 295,333,578 Ex date 1/10/2024 +Record date 2/10/2024 Offer closing date 23/10/2024 Issue date 30/10/2024 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/8 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity VARISCAN MINES LIMITED We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 1.2 Registered Number Type Registration Number ABN 16003254395 1.3 ASX issuer code VAR 1.4 The announcement is New announcement 1.5 Date of this announcement 26/9/2024 1.6 The Proposed issue is: A standard +pro rata issue (non-renounceable or renounceable) 1.6a The proposed standard +pro rata issue is: + Renounceable Appendix 3B - Proposed issue of securities 2/8 Appendix 3B - Proposed issue of securities Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No Part 3B - Offer details +Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued ASX +security code and description VAR : ORDINARY FULLY PAID Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? Yes If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No Details of +securities proposed to be issued ASX +security code and description VAR : ORDINARY FULLY PAID ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities do not have +CDIs issued over them) Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held 2 Appendix 3B - Proposed issue of securities 3 3/8 Appendix 3B - Proposed issue of securities What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or fractions disregarded 295,333,578 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD - Australian Dollar AUD 0.00700 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription If the Shortfall Offer is oversubscribed (i.e. the number of Shortfall Securities applied for exceeds the Shortfall), scale back will be applied to applications under the Shortfall Offer at the discretion of the Board (in consultation with the Underwriter), including by reference to the Eligible Shareholders' voting power and the number of Shortfall Securities applied for by the Eligible Shareholder. Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements If the Shortfall Offer is oversubscribed (i.e. the number of Shortfall Securities applied for exceeds the Shortfall), scale back will be applied to applications under the Shortfall Offer at the discretion of the Board (in consultation with the Underwriter), including by reference to the Eligible Shareholders' voting power and the number of Shortfall Securities applied for by the Eligible Shareholder. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Appendix 3B - Proposed issue of securities 4/8 Appendix 3B - Proposed issue of securities ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted Options +Security type Options Offer ratio (ratio of attaching securities at which the new +securities will be issued) The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 4 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or fractions disregarded 73,833,394 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000 AUD - Australian Dollar Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription If the Shortfall Offer is oversubscribed (i.e. the number of Shortfall Securities applied for exceeds the Shortfall), scale back will be applied to applications under the Shortfall Offer at the discretion of the Board (in consultation with the Underwriter), including by reference to the Eligible Shareholders' voting power and the number of Shortfall Securities applied for by the Eligible Shareholder. Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements If the Shortfall Offer is oversubscribed (i.e. the number of Shortfall Securities applied for exceeds the Shortfall), scale back will be applied to applications under the Shortfall Offer at the discretion of the Board (in consultation with the Underwriter), including by reference to the Eligible Shareholders' voting power and the number of Shortfall Securities applied for by the Eligible Shareholder. Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Appendix 3B - Proposed issue of securities 5/8 Appendix 3B - Proposed issue of securities Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0150 30/11/2026 Details of the type of +security that will be issued if the option is exercised VAR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One share for every option exercised Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. TBA Part 3C - Timetable 3C.1 +Record date 2/10/2024 3C.2 Ex date 1/10/2024 3C.3 Date rights trading commences 1/10/2024 3C.4 Record date 2/10/2024 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 7/10/2024 3C.6 Offer closing date 23/10/2024 3C.7 Last day to extend the offer closing date 18/10/2024 3C.8 Date rights trading ends 16/10/2024 3C.9 Trading in new +securities commences on a deferred settlement basis 17/10/2024 3C.11 +Issue date and last day for entity to announce results of +pro rata Appendix 3B - Proposed issue of securities 6/8 Appendix 3B - Proposed issue of securities 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 30/10/2024 3C.12 Date trading starts on a normal T+2 basis 31/10/2024 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 4/11/2024 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Whairo Capital Pty Ltd 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 1.5% 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Whairo Capital Pty Ltd 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 100% 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? 4.5% 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Refer to cl 6.4.1 of the Prospectus 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer In addition to a % fee payable in cash, the Lead Manager and Underwriter will receive 5,000,000 and 73,833,394 unlisted options respectively. Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Exploration and evaluation work at the Company's Novales-Udias Project in the Cantabrian Region of Spain. A Mine re-start study. Administration and corporate costs together with general working capital. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining Appendix 3B - Proposed issue of securities 7/8 Appendix 3B - Proposed issue of securities 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue The Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia, New Zealand, Germany, Spain, Singapore or United Kingdom (together, the Permitted Jurisdictions). 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details of the offer to eligible beneficiaries Nominees and custodians may not submit an Entitlement and Acceptance Form on behalf of any Shareholder resident outside the Permitted Jurisdictions without the prior consent of the Company, taking into account relevant securities law restrictions. 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. 3F.6 URL on the entity's website where investors can download information about the proposed issue TBA 3F.7 Any other information the entity wishes to provide about the proposed issue 3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued Appendix 3B - Proposed issue of securities 8/8