Carnaby Resources : Successfully Completes A$20M Placement

CARNABY SUCCESSFULLY COMPLETES
only	A$20 MILLION PLACEMENT

Carnaby Resources Limited ("Carnaby" or the "Company") (ASX: CNB) is pleased to announce it has received firm commitments for a A$20 million non- underwritten placement of approximately 15.4 million new fully paid ordinary

useshares ("New Shares") from institutional and sophisticated investors at an offer price of A$1.30 per New Share ("Placement").

Highlights

• The Placement introduced a number of new institutional and

personal	sophisticated investors to the register, including an investment by
	OZ Exploration Pty. Ltd. (a wholly owned subsidiary of OZ Minerals
	Ltd).
• Proceeds from the Placement will primarily be used to accelerate
	exploration at Carnaby's Nil Desperandum and Lady Fanny
	discoveries at the Greater Duchess Copper Gold Project in
	Queensland, where greater than 20,000m of drilling and extensive
	geophysical surveys are underway.
• Carnaby recently intersected 41m @ 4.1% copper at the Greater
	Duchess Copper Gold Project in Mount Isa, Queensland (see the
	ASX release dated 29 December 2021).
Carnaby's Managing Director, Rob Watkins commented on the Placement:
For

"We are very pleased to have received such overwhelming demand for the Placement and welcome a number of high quality institutional and s phisticated investors onto our share register. We also welcome the support of OZ Minerals, whose investment is a further validation of the potential of the Nil Desperandum and Lady Fanny early-stage discoveries, as well as the wider Greater Duchess Copper Gold Project. The proceeds from this Placement puts us in a very strong position, with A$25.8 million of pro-forma cash1, to accelerate the drilling and exploration across the Greater Duchess Copper Gold Project and continue exploration at our West Australian based projects."

1 Based on cash of A$5.8 million as at 31 December 2021 and A$20m gross proceeds from the Placement.

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ASX Announcement 24 January 2022

Board and Management

Peter Bowler, Non-Exec Chairman

Rob Watkins, Managing Director

Greg Barrett, Non-Exec Director &

Company Secretary

Paul Payne, Non-Exec Director

Company Highlights

• Proven and highly credentialed management team
• Tight capital structure and strong cash position
• Nil Desperandum and Lady Fanny Iron Oxide Copper Gold discoveries within the Greater Duchess Copper Gold Project, Mt Isa inlier, Queensland.
• Greater Duchess Copper Gold Project, numerous camp scale IOCG deposits over 1,022 km2 of tenure
• Projects near to De Grey's Hemi gold discovery on 442 km2 of highly prospective tenure
• 100% ownership of the Tick Hill Gold
  Project (granted ML's) in Qld, historically one of Australia highest grade and most profitable gold mines producing 511 koz at 22 g/t gold

Registered Office

78 Churchill Avenue Subiaco Western Australia 6008

1. [phone] www.carnabyresources.com.au

For personal use only

Euroz Hartleys Limited ("Euroz Hartleys") and Macquarie Capital (Australia) Limited ("Macquarie") were the Joint Lead Managers and Bookrunners to the Placement.

The Company will issue a total of 15,384,616 New Shares under the Placement at A$1.30 per New Share in a single tranche. The New Shares will be issued under the Company's current placement capacity under; ASX Listing Rule 7.1 - 18,772,596 shares; and ASX Listing Rule 7.1A

• 12,515,064 shares. The New Shares are expected to be allotted on Monday, 31 January 2022 and will rank equally with the Company's existing fully-paid ordinary shares.

Additional information regarding the Placement can be found in the appended presentation.

Further information on the Company can be found on the Company's website:

www.carnabyresources.com.au

For further information please contact: Robert Watkins, Managing Director [phone]

Competent Person Statement

The information in this document that relates to exploration results is based upon information compiled by Mr Robert Watkins. Mr Watkins is a Director of the Company and a Member of the AUSIMM. Mr Watkins consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears. Mr Watkins has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is undertaken to qualify as a Competent Person as defined in the December 2012 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves" (JORC Code).

Disclaimer

References may have been made in this announcement to certain ASX announcements, including references regarding exploration results, Mineral Resources and Ore Reserves. For full details, refer to said announcement on said date. The Company is not aware of any new information or data that materially affects this information. Other than as specified in this announcement and the mentioned announcements, the Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and, in the case of estimates of Mineral Resources, Exploration Target(s) or Ore Reserves that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.

Previously released ASX Material References that relates to announcement include:

CNB: Major Copper Gold Discovery: 41m @ 4.1 Cu Inc 9m @ 10.3% dated 29 December 2021

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Successful Completion of A$20 million Placement

January 2022

Statements and disclaimers

This presentation ("Presentation") has been prepared by Carnaby Resources Limited (the "Company") and is of a summary form only and therefore contains general background information which may not be complete. This Presentation has been prepared in relation to a proposed institutional placement ("Placement") of fully paid ordinary shares in the Company ("New Shares"). This Presentation should be read in conjunction with, and full review made of, the Company's disclosures and releases lodged with the Australian Securities Exchange ("ASX") and available at www.asx.com.au. This Presentation has been authorised for release by the board of the Company ("Board").

Not an offer

This Presentation is for informational purposes only. This Presentation does not constitute or contain an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any security in the Company. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction (in particular, the United States), or a securities recommendation. This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law or any other law, and will not be lodged with the Australian Securities and Investments Commission.

This Presentation may not be released to US wire services or distributed in the United States. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, ("U.S. Securities Act") or the securities laws of any State or other jurisdiction of the United States. The New Shares may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws.

The distribution of this Presentation (including an electronic copy) outside Australia may be restricted by law. If you come into possession of this Presentation, you should observe such restrictions. Any non-compliance with these restrictions may contravene
applicable securities laws Refer to 'International offer jurisdictions' section of this Presentation for more information. By accepting this Presentation, you represent and warrant that you are entitled to receive such document in accordance with the restrictions and
onlyagree to be bound by the limitations contained herein.
Not financial product advice
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This Presentation, and the information provided in it, does not constitute, and is not intended to constitute, financial product or investment advice, financial, legal, tax accounting or other advice, or a recommendation to acquire New Shares (or any other securities of
the Company) and does not and will not form any part of any contract for the acquisition of New Shares. It has been prepared without taking into account the objectives, financial or tax situation or particular needs of any individual.
Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek professional advice from their legal, financial, taxation or other
independent adviser (having regard to the requirements of all relevant jurisdictions). The Company is not licensed to provide financial product advice in respect of an investment in shares. Cooling off rights do not apply to the acquisition of New Shares.
Investment risk
As noted below, an investment in shares in the Company (including New Shares) is subject to investment and other known and unknown risks, some of which are beyond the control of the Company. The Company does not guarantee any particular rate of return or
the performance of the Company, nor does it guarantee the repayment of capital from the Company or any particular tax treatment. Prospective investors should have regard to the risks outlined in this Presentation, including the "Key Risks" section of this
Presentation, when making their investment decision and should make their own enquires and investigations regarding all information in this Presentation, including but not limited to the assumptions, uncertainties and contingencies which may affect future
operations of the Company and the impact that different future outcomes may have on the Company. These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of shares in the
Company (including New Shares) in the future. There is no guarantee that the New Shares will make a return on the capital invested, that dividends will be paid on the New Shares or that there will be an increase in the value of the New Shares in the future.
Accordingly, an investment in the Company should be considered highly speculative and potential investors should consult their professional advisers before deciding whether to subscribe for New Shares.
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Mineral resources and ore reserves
It is a requirement of the ASX Listing Rules that the reporting of ore reserves and mineral resources in Australia comply with the Joint Ore Reserves Committee's Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code"). Investors outside
Australia should note that while ore reserve and mineral resource estimates of the Company in this Presentation comply with the JORC Code (such JORC Code-compliant ore reserves and mineral resources being "Ore Reserves" and "Mineral Resources" respectively),
they may not comply with the relevant guidelines in other countries, and in particular, do not comply with (i) National Instrument 43-101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators (the "Canadian NI 43-101 Standards"); or
(ii) Item 1300 of Regulation S-K, which governs disclosures of mineral reserves in registration statements filed with the SEC. Information contained in this document describing mineral deposits may not be comparable to similar information made public by companies
subject to the reporting and disclosure requirements of Canadian or US securities laws.
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Statements and disclaimers

Competent Persons Statement

The information in this document that relates to the Tick Hill Deposit and Tick Hill ROM Stockpile Mineral Resources is based upon information compiled by Mr Paul Tan. Mr Tan is a full time employee and security holder of the Company and a Member of the AUSIMM. Mr Tan consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears. Mr Tan has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is undertaken to qualify as a Competent Person as defined in the December 2012 edition of the JORC Code.

The information in this document that relates to the Tick Hill Tailings Dam Mineral Resources is based upon information compiled by Mr Robert Watkins. Mr Watkins is a Director and security holder of the Company and a Member of the AUSIMM. Mr Watkins consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears. Mr Watkins has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is undertaken to qualify as a Competent Person as defined in the December 2012 edition of the JORC Code.

The information in this document that relates to the Tick Hill Deposit, Tailings Dam and ROM Stockpile Ore Reserves is based upon information compiled by Mr Nigel Spicer. Mr Spicer consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears. Mr Spicer has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is undertaken to qualify as a Competent Person as defined in the December 2012 edition of the JORC Code.

Forward Looking Statements
Some statements in this document regarding estimates or future events are forward looking statements. They include indications of, and guidance on, future earnings, cash flow, costs and financial performance. Forward looking statements include, but are not
onlylimited to, statements preceded by words such as " planned"," expected"," projected"," estimated"," may"," scheduled"," intends"," anticipates"," believes"," potential"," could"," nominal"," and similar expressions. Forward looking statements, opinions and
estimates included in this document are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking
statements are provided as a general guide only and should not be relied on as a guarantee of future performance. Forward looking statements may be affected by a range of variables that could cause actual results to differ from estimated results, and may cause the
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Company's actual performance and financial results in future periods to materially differ from any projections of future performance or results expressed or implied by such forward looking statements.
These risks and uncertainties include but are not limited to liabilities inherent in mine development and production, geological, mining and processing technical problems, the inability to obtain any additional mine licenses, permits and other regulatory approvals
required in connection with mining and third party processing operations, competition for among other things, capital, acquisition of reserves, undeveloped lands and skilled personnel, incorrect assessments of the value of acquisitions, changes in commodity prices
and exchange rate, currency and interest fluctuations, various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions, the demand for and availability of transportation services,
the ability to secure adequate financing and management's ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward looking statements will prove to be correct. The Board has 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 Presentation, except where required by law or the ASX listing rules.
The Company has concluded it has a reasonable basis for providing the forward looking statements included in this document, including with respect to any production targets and financial estimates, based on the information contained in this document.
This document does not constitute investment advice and has been prepared without considering the recipients investment objectives, financial circumstances or particular needs and the opinions and recommendations in this document are not intended to
represent recommendations of particular investments to particular persons. Recipients should seek professional advice when deciding if an investment is appropriate. All securities transactions involve risks, which include (among others) the risk of adverse or
unanticipated market, financial or political developments. To the fullest extent of the law, the Company, its officers, employees, agents and advisors do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or
ersonal
completeness of any information, statements, opinion, estimates, forecasts or other representations contained in this document No responsibility for any errors or omissions from the document arising out of negligence or otherwise is accepted.
Disclaimer
References may have been made in this document to certain ASX announcements, including references regarding exploration results and mineral resources. For full details, refer to said announcement on said date. The Company is not aware of any new information
or data that materially affects this information other than as specified in this document and the mentioned announcements, the Company confirms that it is not aware of any new information or data that materially affects the information included in the original
market announcements and, in the case of estimates of Mineral Resources, Exploration Target(s) or Ore Reserves that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have
ot materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original
market announcement.
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