Announcement PDF Share Purchase Plan Hastings Technology Metals Ltd ABN 43 122 911 399 This is an important document. The Offer does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. Accordingly, before making a decision on whether or not to accept the Offer, you should consult your financial or other professional adviser. If you have any questions in relation to the Offer or how to complete the Application Form, please call the Company’s Share Registry, Automic Group Pty Limited on +61 2 9698 5414 or Mr Guy Robertson – Company Secretary on +61 407 983 270. This document is not a prospectus or other disclosure document under the Corporations Act. The distribution of this document (including electronic copies) outside Australia and New Zealand may be restricted by law. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS. Important Notice The Offer contained in this document is not a recommendation to purchase Shares. If you are in any doubt about what to do with the Offer, you should consult your financial or other professional adviser. If you apply to participate in the Offer by making an EFT payment or BPay® payment (using an Australian bank account) or completing and returning the Application Form, you are accepting the risk the market price of Shares may change between the date of the Offer and the Issue Date for the New Shares. This means it is possible that, up to or after the Issue Date, you may be able to buy Shares at a lower price than the Offer Price. Participation in the Offer is not being offered, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a US Person. The New Shares to be offered and sold in the Share Purchase Plan have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States. This document and any related documents including the Application Form must not be mailed or otherwise transmitted or distributed in or into the United States or to any person that is, or is acting for the account or benefit of, a US Person. Directors recommend you monitor the Company’s announcements, which can be found on its website at www.hastingstechmetals.com and on the ASX website at www.asx.com.au (ASX: HAS). The Company recommends that you obtain your own financial and taxation advice in relation to this Offer and consider price movements of Shares in the Company prior to making an Application under the Plan, which can be found on its website, the ASX website or in the financial pages of major Australian metropolitan newspapers. Timetable to the Offer Record Date - Date for determination of Eligible Shareholders 7.00pm (AEST) 5 September 2022 Announcement of Share Purchase Plan 6 September 2022 Opening Date for receipt of acceptances - Offer documents and Application Forms mailed to Eligible Shareholders 14 September 2022 Closing date for acceptances to be received by the Company 7.00pm (AEST) 12 October 2022 Issue Date of New Shares under the Share Purchase Plan 18 October 2022 Dispatch of holding statements for New Shares issued under the Share Purchase Plan 19 October 2022 Date on which the New Shares are expected to commence trading on ASX 19 October 2022 This timetable is indicative only and subject to change. The Company reserves the right to vary the above dates, subject to the ASX Listing Rules and the Corporations Act, without notice. 58877397_3 Page 2 Key steps Step 1: Read the terms and conditions of the Share Purchase Plan in full. There is no requirement to participate in the Share Purchase Plan. Participation in the Share Purchase Plan is entirely voluntary. Step 2: Are you an Eligible Shareholder? (see section 3) You are eligible to apply for the New Shares if: • your registered address in the Company’s registered members is in Australia or New Zealand; and • you were registered as a holder of Shares as at 7:00pm (AEST) on 5 September 2022 (Record Date). The Offer is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand. Neither these terms and conditions nor the Application Form constitutes an offer to buy securities in the United States (or to, or for the account or benefit of, US Persons). Step 3: Step 4: If you choose to participate in the Share Purchase Plan, you may purchase a parcel of New Shares for one of the following amounts (see section 6): $2,500 $5,000 $7,500 $10,000 $15,000 $20,000 $25,000 $30,000 To apply for New Shares under the Share Purchase Plan, Eligible Shareholders must (see section 11): • complete the Application Form attached to these terms and conditions; or • make an EFT payment or a BPay® payment by using the personalised reference number shown on your Application Form, which is required to identify your holding. Questions If you have any questions in relation to the Offer or how to complete the Application Form, please call the Company’s Share Registry, Automic Group Pty Limited on 1300 288 664 or from overseas +61 2 9698 5414 – or Guy Robertson Company Secretary on +61 407 983 270 or email guy.robertson@hastingstechmetals.com, or consult your financial or other professional adviser. 58877397_3 Page 3 Letter to Shareholders Dear Shareholder, Offer to participate in Hastings Technology Metals Ltd Share Purchase Plan The Directors of Hastings Technology Metals Ltd (Hastings or Company) are pleased to extend an invitation to Eligible Shareholders to participate in the Company's Share Purchase Plan (Plan or SPP). The Plan allows Eligible Shareholders to purchase up to $30,000 worth of fully paid ordinary shares in the Company (Shares) without any brokerage or transaction costs. The Plan was announced by the Company to the Australian Securities Exchange (ASX) on 6 September 2022. The Shares under the Plan will be issued at $4.40 per Share, which represents an 18.8% discount to the last traded price of $5.42 on 2 September 2022 and a 12.3% discount to the Company’s 10 day VWAP. The offer of Shares under the Plan is open to all Eligible Shareholders (as defined in the attached Offer) as at 7:00pm (AEST) on 5 September 2022 (Record Date). As outlined in the Hastings’ ASX announcement dated 6 September 2022, Shareholders will be offered up to $30,000 worth of fully paid shares at the same price as the placement (“Placement”). The Company intends to use the combined proceeds from the Placement and the SPP for the following purposes: 1. 2. 3. 4. Process plant capex at Yangibana and Onslow • Procurement of additional processing equipment for operation in the beneficiation plant at Yangibana and hydrometallurgy plant at Onslow • Commencement of construction Early work development costs • Continuation of early works and infrastructure activities at Yangibana • Commencement of site establishment, geotechnical and early-works infrastructure activities at Onslow Project services costs • Engineering support • Process plant design for Yangibana and Onslow • External consultants Working capital and the Offer costs • Working capital requirements Please refer to the ASX announcement and investor presentation, each dated 6 September 2022, for more information on the Company, the use of funds and the status of the Yangibana Project and Onslow Project. The SPP will enable Shareholders to participate in acquiring additional Shares without incurring transaction costs. The Directors and senior management, who are current Shareholders, have confirmed their participation in the SPP. The Plan allows Eligible Shareholders, irrespective of the size of their shareholding, to apply for any number of Shares up to a maximum of $30,000 ie. 6,818 Shares. (6,818 X $4.40 = ~$30,000). Under the Plan, the Company intends to raise up to $10 million through the issue of up to 2,272,727 New Shares. The Company reserves the right to scale back an Eligible Shareholder’s subscription (in its absolute discretion) in the event total Shareholder demand exceeds 2,272,727 New Shares. The Company reserves the right to accept oversubscriptions, subject to compliance with all laws, 58877397_3 Page 4 regulations, ASIC instruments or class orders, requirements or policies or any ASX Listing Rule. The SPP is not underwritten. Participation in the Plan is entirely voluntary. Offers under the Plan are non-renounceable, meaning that you are not permitted to transfer your rights to subscribe for Shares under the Plan. If after reading the attached Offer you wish to participate in the Plan, you must complete and return the accompanying personalised Application Form and return it to the Company’s Share Registry or make payment via EFT or BPay® using the personalised reference number shown on your Application Form, in each case on or before 7.00pm (AEST) on 12 October 2022. Should you have any questions in relation to this offer please contact the company secretary, Guy Robertson on +61 (0) 407 983 270 or seek your own financial advice. Yours faithfully, Charles Lew Chairman 58877397_3 Page 5 Hastings Technology Metals Ltd ABN 43 122 911 399 Share Purchase Plan - Terms and Conditions 1 THE OFFER 1.1 The Offer The Offer is an invitation to all Eligible Shareholders, made under ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument), to subscribe for New Shares at the Offer Price of $4.40 per New Share, up to a maximum subscription of 6,818 New Shares ($30,000) per Eligible Shareholder. You may choose not to accept the Offer or to accept a lesser amount. The Offer to each Eligible Shareholder is made on the same terms and conditions. The Offer is non-renounceable (i.e. you may not transfer your right to acquire a New Share to anyone else). The number of New Shares you receive will depend on the value of the parcel of New Shares you apply for and on the total number of New Shares applied for by all Eligible Shareholders. The Company reserves the right to scale back Applications or (subject to the Listing Rules) accept oversubscriptions where the total value of New Shares applied for by all Eligible Shareholders exceeds $10.0 million (see section 7 below). The Offer Price is fixed regardless of any changes in the market price of Shares during the Offer period. 1.2 Offer not taken up If you are an Eligible Shareholder and do not wish to subscribe for New Shares, you are not obliged to do anything. You will not receive any benefits or New Shares. The number of Shares you hold as at the Record Date and the rights attached to those Shares will not be affected if you choose not to participate in the Share Purchase Plan. All New Shares not subscribed for under the Share Purchase Plan will be taken up by the Underwriters at the Offer Price. 2 OPENING AND CLOSING DATES The Offer will open on 14 September 2022 and close on 12 October 2022. The Directors reserve the right to close the Offer early or extend the Closing Date (as the case may be) at their absolute discretion without any notice to you, subject to the Corporations Act and the Listing Rules. 58877397_3 Page 6 3 ELIGIBILITY 3.1 Eligibility You are eligible to apply for the New Shares if: 3.2 (a) your registered address in the Company’s register of members is in Australia or New Zealand; and (b) you were registered as a holder of Shares in the Company as at 7.00pm (AEST) on 5 September 2022 (Record Date). Individual Shareholders If you are the sole registered Shareholder of a holding of Shares, but you receive more than one Offer under the Share Purchase Plan (for example, because you have multiple individual holdings of Shares), you may only apply for one parcel of New Shares with a value of up to $30,000. 3.3 Joint Shareholders If you are recorded with one or more other persons as the joint Shareholder of a holding of Shares, that joint Shareholding is considered to be a single registered Shareholding for the purpose of the Share Purchase Plan. The joint Shareholders are entitled to participate in the Share Purchase Plan for the single holding only. If the same joint Shareholders receive more than one offer under the Share Purchase Plan (i.e. due to joint Shareholders having multiple registered holdings), the joint Shareholders may only apply for one parcel of New Shares up to $30,000. 3.4 Custodians If you are an Eligible Shareholder and hold Shares as a custodian (as defined in the ASIC Instrument) (Custodian) or in any more specific ASIC relief granted to the Company in relation to the Offer), you may apply for up to $30,000 worth of New Shares for each beneficiary for whom you act as custodian provided you complete and submit, together with an Application Form, a certificate (Custodian Certificate) with the following information: (a) that you held Shares on behalf of: (i) one or more other persons that are not custodians; and/or (ii) another custodian (Downstream Custodian) that holds beneficial interests in Shares on behalf of one or more other persons to which those beneficial interests relate, (each a Participating Beneficiary) at the Record Date who have subsequently instructed you, and/or the Downstream Custodian, to apply for Shares under the Offer on their behalf; (b) the number of Participating Beneficiaries and their names and addresses; (c) the number of Shares that you hold on behalf of each Participating Beneficiary; (d) the number or dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through a Downstream Custodian, to apply for on their behalf; 58877397_3 Page 7 (e) that the Issue Price for Shares applied under the Offer for each Participating Beneficiary for whom you act in addition to the application price for any other Shares issued to you as custodian (as a result of instruction given to you as Custodian or a Downstream Custodian) for that Participating Beneficiary under any arrangement similar to the Offer in the prior 12 months does not exceed $30,000; (f) that a copy of this written offer document was given to each Participating Beneficiary; and (g) where you hold Shares on behalf of a Participating Beneficiary indirectly, through one or more Downstream Custodians, the name and address of each Downstream Custodian. If you are a Custodian and would like to request a Custodian Certificate or further information on how to apply, you should contact the Share Registry, Automic Group Pty Limited (within Australia) on 1300 288 664 or (outside Australia) on +61 2 9698 5414. A completed copy of the Custodian Certificate must be returned by email to the Share Registry at custodialcertificates@automicgroup.com.au. In providing the Custodian Certificate under this section 3.4, the Custodian may rely on information provided to it by a Participating Beneficiary and/or a Downstream Custodian. If you, as a Custodian, are not able to provide the Custodian Certificate, then the maximum you, as an eligible Custodian, may invest under the Share Purchase Plan in all capacities is A$30,000. A Custodian must not participate in the Offer if their participation in the Offer would breach the ASIC Instrument. 3.5 Trustee or nominee If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for beneficiaries in the manner described in section 3.4. In this case, the rules for multiple single holdings set out in sections 3.2 and 3.3 apply. 3.6 Directors and employees Directors and employees of the Company who hold Shares and are Eligible Shareholders may participate in the Offer in accordance with its terms. 3.7 Treatment of overseas Shareholders The Offer is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand and no action has been taken to register the New Shares or the Offer or otherwise to permit an offering of the New Shares in any jurisdiction outside those jurisdictions. Recipients may not send or otherwise distribute this document or the Application Form to any person outside Australia (other than to Eligible Shareholders or Participating Beneficiary). Shareholders who hold Shares on behalf of persons who reside outside Australia or New Zealand, are in the United States, or are acting for the account or benefit of a person in the United States are not entitled to participate in the Share Purchase Plan on behalf of those persons. A trustee, nominee or custodian must not participate in the Share Purchase Plan on behalf of, nor distribute this document or any other document relating to the Share Purchase 58877397_3 Page 8 Plan to, any person in the United States. Failure to comply with these restrictions may result in violations of applicable securities law. New Zealand The New Shares are not being offered or sold 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 New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. 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. United States Neither these terms and conditions nor the Application Form constitutes an offer in the United States (or to, or for the account or benefit of, US Persons). This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This document is not an offer of securities for sale into the United States or to, or for the account of benefit of, US Persons. The securities referred to in this document have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of New Shares is being made in the United States. 3.8 Representation by Applicants By returning a completed Application Form or paying the Offer Price for New Shares by BPay®, you will be taken to represent, warrant and agree that: (a) you, and each person for whose account or benefit you are acting, are an Elig ible Shareholder and eligible under all securities law to receive an Offer and represent and warrant you are not: (i) in the United States and are not acting for the account or benefit of a person in the United States; or (ii) otherwise a person to whom it would be illegal to make an offer or issue of Shares under the Share Purchase Plan; (b) you have read and understood these terms and conditions and you subscribe for New Shares in accordance with, and subject to, these terms and conditions; (c) you accept you will not be able to withdraw or revoke your Application, EFT payment or BPAY® payment once you have sent it in; (d) you authorise the Company to correct minor errors in the Application Form if required, and to complete the Application Form by inserting any minor missing details (if applicable); 58877397_3 Page 9 4 (e) the Company may at any time determine your Application Form is valid, in accordance with these Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective; (f) the Company has not provided you with taxation, investment advice or financial product advice, and it does not have any obligation to provide this advice, concerning your decision to apply for and buy New Shares; (g) you acknowledge the Company is not liable for any exercise of its discretions referred to in these terms and conditions; (h) the market price of Shares may rise or fall between the date of this Offer and the Issue Date and the Offer Price paid for the New Shares may exceed the market price of Shares on the Issue Date; (i) the New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the US, or in any other jurisdiction outside Australia or New Zealand, and may not be offered, sold, transferred or otherwise disposed of except in accordance with an available exemption form, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws; (j) you have not and will not send this document or the Application Form to any person in the United States or that is, or is acting for the account or benefit of, a US Person; and (k) if in the future you decide to sell or otherwise transfer their New Shares, you will only do so in transactions conducted in the ordinary course on ASX where neither you nor any person acting on your behalf knows, or has reason to know, the sale has been pre-arranged with, a purchaser which is in the United States or is a US Person. OFFER PRICE The Company is inviting Eligible Shareholders to apply for 2,272,727 New Shares at the Offer Price to raise $10.0 million. The Offer Price of $4.40 represents an 18.8% discount to the last traded price of $5.42 on 2 September 2022 and a 12.3% discount to the Company’s 10 day VWAP, on which sales in Shares were recorded before the Announcement Date. 5 RIGHTS The rights and obligations of the New Shares are contained in the constitution of the Company which is available for inspection at the registered office of the Company during the Offer period. The New Shares will be issued with the same terms as all existing Shares and the New Shares will rank equally with existing Shares quoted on ASX. The Company will apply for the New Shares to be quoted on ASX. 58877397_3 Page 10 6 NUMBER OF NEW SHARES The maximum number of Shares offered under the Plan is 2,272,727 Shares, representing total proceeds of $10.0 million. Each Eligible Shareholder has the right to apply for up to a maximum of 6,818 New Shares for total consideration of $30,000. Eligible Shareholders may select one of the following alternatives; Offer Value Number of shares A $2,500 568 B $5,000 1,136 C $7,500 1,704 D $10,000 2,272 E $15,000 3,409 F $20,000 4,545 G $25,000 5,681 H $30,000 6,818 The maximum New Shares purchased by each Eligible Shareholder (including through joint holdings, multiple share accounts or any holding in which they have a beneficial interest) must not exceed the value of $30,000. The Directors reserve the right to issue to an Eligible Shareholder less New Shares than the number specified in the Application Form (scaled back as set out below) including the possible subscription of over $30,000 worth of New Shares by an Eligible Shareholder through multiple Applications or joint holdings. No fractions of New Shares will be issued. Any fraction of a New Share will be rounded down to the nearest whole number of New Shares. 7 SCALE BACK AND OVERSUBSCRIPTION In the event valid Applications are received in excess of the maximum amount, the Directors may in their absolute discretion undertake a scale-back pro-rata to applications and allocate an Eligible Shareholder a smaller number of New Shares than an Eligible Shareholder has applied for. The Company also reserves the right to accept oversubscriptions, subject to compliance with all laws, regulations, ASIC instruments or class orders, requirements or policies or any ASX Listing Rule. If there is a scaleback, you may not receive all the New Shares for which you have applied. If a scaleback produces a fractional number when applied to your Application, the number of New Shares you will be issued will be rounded down to the nearest whole number of New Shares. Where the number of New Shares issued to an Eligible Shareholder is less than the number applied for, surplus moneys will be refunded by cheque as soon as practicable after the Issue Date. Interest will not be paid on moneys refunded. If the Offer is oversubscribed, the Directors reserve the right to close the Offer early. 58877397_3 Page 11 8 UNDERWRITING The Offer is not underwritten. 9 PARTICIPATION COSTS You must pay the Offer Price and any fees or charges incurred by you in completing the Application Form (for example, bank fees or fees of professional advisers). 10 APPLICATION MONEY AND ISSUE OF NEW SHARES 10.1 Application money All Application money received before the New Shares are issued will be held in a special purpose account. After any Application money is refunded (if required) and New Shares are issued to Applicants, the balance of funds in that account plus accrued interest will be received by the Company. 10.2 Issue of New Shares Subject to ASX granting the New Shares official quotation, it is expected the New Shares will be quoted on the ASX on 19 October 2022 and trading of the New Shares will be expected to commence on that date. If you trade any New Shares before you receive your holding statement, then you do so at your own risk. 11 PAYMENT FOR THE SHARES 11.1 Application options If you would like to apply for New Shares under the Share Purchase Plan, you have 2 payment options being payment via Electronic Funds Transfer (EFT) or payment via BPay®. Cash payments will not be accepted. Receipts for payment will not be issued. 11.2 Option 1: Pay by EFT To pay via EFT you will need to: (a) use the unique payment reference number which is required to identify your shareholding and follow the steps on your personalised Application Form attached to this booklet; or (b) be an account holder with an Australian financial institution and ensure that your payment for the appropriate amount that supports EFT transactions is received by the Share Registry before 7:00pm (AEST) on the Closing Date. Please note that financial Institutions may implement earlier cut-off times with regards to electronic payment so you should take this into consideration when making payment. 58877397_3 Page 12 If payment is made by EFT, there is no need to return the Application Form, but you will be taken to have made the statements and certifications that are set out in the Application Form. If you have multiple holdings, you will have multiple EFT unique reference numbers. To ensure that you receive the New Shares applied for in respect of each holding, you must use the unique reference number shown on each personalised Application Form when paying for the New Shares that you wish to apply for in respect of that holding. Payments in excess of the amount payable for one holding will not be treated as payment for another holding, and the excess will be refunded to the Applicant without interest. You will not be able to withdraw or modify your Application or EFT payment once you have submitted it. 11.3 Option 2: Pay by BPay® To pay via BPay® you will need to: (a) use the personalised reference number which is required to identify your shareholding, which is shown on your personalised Application Form attached to this booklet; or (b) be an account holder with an Australian financial institution and ensure that your payment for the appropriate amount that supports BPAY® transactions is received by the Share Registry before 7:00pm (AEST) on the Closing Date. Please note that financial Institutions may implement earlier cut-off times with regards to electronic payment so you should take this into consideration when making payment. If you are paying via BPAY®, there is no need to return the Application Form, but you will be taken to have made the statements and certifications that are set out in the Application Form. You will not be able to withdraw or modify your Application or BPAY® payment once you have submitted it. 11.4 Certification by an Eligible Shareholder An Eligible Shareholder, in applying for New Shares under this Offer, is certifying to the Company the total of the application price for New Shares under this Offer does not exceed $30,000 in total in any consecutive 12 month period, when aggregated with the total contributions for any of the following: (a) the New Shares the subject of the Application under the Share Purchase Plan; (b) any other New Shares applied for by the Eligible Shareholder under the Share Purchase Plan or any other Shares issued to the Eligible Shareholder under an arrangement similar to the Share Purchase Plan in the 12 months before the Application under the Share Purchase Plan; (c) any other New Shares which the Eligible Shareholder has instructed a Custodian to acquire on their behalf under the Share Purchase Plan; and (d) any other Shares issued to a Custodian under an arrangement similar to the Share Purchase Plan in the 12 months before the Application under the Share Purchase Plan as a result of an instruction given by the Eligible Shareholder to the Custodian or 58877397_3 Page 13 another Custodian and which resulted in the Eligible Shareholder holding beneficial interests in the Shares, except to the extent the Eligible Shareholder is issued with Shares as a Custodian and is subject to section 3.4 above. 12 COMPANY'S DISCRETION REGARDING APPLICATIONS The Company may accept or reject Applications including (but not limited to) cases where: 13 (a) an Application Form is completed incorrectly, incomplete or otherwise determined by the Company to be invalid; (b) the electronic funds transfer is not for the exact amount of the parcel of New Shares selected on the Application Form; (c) a BPAY® payment is not submitted within sufficient time for it to be received by the Company by the Closing Date, is not received