Update - Proposed issue of securities - VTX
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Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 1 / 6
Update Summary
Entity name
VERTEX MINERALS LIMITED
Announcement Type
Update to previous announcement
Date of this announcement
14/9/2026
Reason for update to a previous announcement
Update estimated dates for holding shareholders meeting to approve proposed issue of securities (now 19 October 2026)
and proposed issue date (now 26 October 2026).
Lender may convert loan to shares and options. Increase shares to 22,860,955 (previously nil) including interest of
1,432,386 shares and VTXO options to 7,620,319 (previously nil) including interest of 477,461 VTXO options.
The Company expects issuing the options under a prospectus, not cleansing statements
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
VERTEX MINERALS 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
ABN
Registration Number
68650116153
1.3 ASX issuer code
VTX
1.4 The announcement is
1.4a Reason for update to a previous announcement
Update estimated dates for holding shareholders meeting to approve proposed issue of securities (now 19 October 2026)
and proposed issue date (now 26 October 2026).
Lender may convert loan to shares and options. Increase shares to 22,860,955 (previously nil) including interest of
1,432,386 shares and VTXO options to 7,620,319 (previously nil) including interest of 477,461 VTXO options.
The Company expects issuing the options under a prospectus, not cleansing statements
1.4b Date of previous announcement to this update
11/3/2026
1.5 Date of this announcement
14/9/2026
1.6 The Proposed issue is:
A placement or other type of issue
Update/amendment to previous announcement
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 3 / 6
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
7A.1a Conditions
Approval/Condition
+Security holder approval
Date for determination
19/10/2026
Is the date estimated or
actual?
** Approval
received/condition met?
Comments
Richsham Nominees PL (Lender) agreed to lend Company (Borrower) AUD1,500,000, 10-month term, interest
AUD180,000 (fixed), AUD15,000 establishment fee (fixed), AUD15,000 completion fee (fixed).
Specific security over Borrower Dun Dun exploration licence EL9868.
Lender entitled to general security, if Lender reasonably considers that specific security is insufficient for future
repayments.
Lender may, with Borrower shareholder approval, elect to receive all or part of interest and fees by options.
Each options deemed value is AUD0.03. Lender may elect to receive all the interest in cash, options (3,500,000 unlisted
options, 1 share for 1 option, exercise price AUD0.20 expiring 15 December 2028 and 3,500,000 VTXO) or any
combination.
If Lender does not exercise right to receive options, interest and fees are payable in cash.
Lender may elect, up to 10 days before the maturity date, to convert principal on same terms as any convertible note
issued by Borrower.
Part 7B - Issue details
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)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
VTXO : OPTION EXPIRING 17-JUL-2027
Number of +securities proposed to be issued
3,500,000
Offer price details
Are the +securities proposed to be issued being issued for a cash
No
Existing class
Estimated
Yes
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 4 / 6
Are the +securities proposed to be issued being issued for a cash
consideration?
Please describe the consideration being provided for the +securities
Options issued at the election of the Lender and after Company shareholder approval in lieu of cash payment for interest
(3,000,000 options) and fees (500,000 options).
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
0.030000
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
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)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from
ASX that the terms of the proposed
+securities are appropriate and
equitable under listing rule 6.1?
Will the entity be seeking quotation
of the 'new' class of +securities on
ASX?
ASX +security code
New class-code to be confirmed
+Security description
VTXAN: OPTION EXPIRING 15-DEC-2028 EX $0.20
+Security type
Options
Number of +securities proposed to be issued
3,500,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Options issued at the election of the Lender and after Company shareholder approval in lieu of cash payment for interest
(3,000,000 options) and fees (500,000 options).
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
No
No
No
No
New class
Yes
No
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 5 / 6
provided for the +securities
0.030000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Options details
+Security currency
AUD - Australian Dollar
Exercise price
AUD 0.2000
Expiry date
15/12/2028
Details of the type of +security that will be issued if the option is exercised
VTX : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 for 1
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.
https://www.asx.com.au/markets/trade-our-cash-market/announcements.vtx
Part 7C - Timetable
7C.1 Proposed +issue date
26/10/2026
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
19/10/2026
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
No
No
No
Yes
Yes
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 6 / 6
7E.1a Who is the lead manager/broker?
Vert Capital Pty Ltd (ACN 635 566 424) ("Vert Capital")
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Vert Capital will receive a fee of 6% plus GST on all funds raised.
7E.2 Is the proposed issue to be underwritten?
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Interest is AUD180,000. The Lender is also entitled to an establishment fee (AUD15,000) and completion fee
(AUD15,000). The Lender may, subject to Company shareholder approval, elect to receive all or part of the interest and
fees by options.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
For AUD1,500,000 loan facility, interest AUD180,000, establishment fee AUD15,000 and completion fee AUD15,000.
Subject to Company shareholder approval, Lender may elect to receive all or part of the interest and fees by options.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
7F.2 Any other information the entity wishes to provide about the proposed issue
The issue of the equity securities is conditional upon the Lender converting the relevant outstanding principal plus accrued
interest.
The numbers of equity securities proposed to be issued are based on the lesser of the Company share price and 5-day
VWAP at the date of this Appendix 3B (A$0.14).
The Conversion Price and the resulting number of equity securities proposed to be issued may change. Assumed share
Conversion Price is A$0.07. For every three (3) Shares subscribed for under the Convertible Loans, the Lender will
receive one (1) attaching option for no additional consideration, each with an exercise price of A$0.15 expiring 17 July
2027 (on the same terms as the existing listed VTXO options) ("Offer Options").
The proposed number of shares and options disclosed is calculated by reference to the relevant outstanding principal plus
accrued interest as at the assumed maturity date of 26 October 2026.
To the extent any maturity date is extended, additional interest will accrue and the number of shares and options issued
on conversion will increase accordingly.
7F.3 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
No
No
Yes
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