Cavalier Resources : Update to Statement of Confirmations

ASX ANNOUNCEMENT

17 June 2022

Update to Statement of Confirmations

Cavalier Resources Limited (ASX:CVR) ("Cavalier" or "the Company") advises that certain information in

the Statement of Confirmations (released by the ASX on 15 June 2022) has been updated.
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The table on page 4 and the footnote on page 5 have been amended to show the correct holdings.
The updated Statement of Confirmations and Top 20 Shareholders Report are attached.
This announcement has been approved and authorised by the Board of Cavalier Resources Ltd.
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For further information, please contact Damon Cox (Company Secretary) via:
T:	[phone]
E:	[e-mail]
Forpersonal

cavalierresources.com.au

PAGE 1 OF 1

For personal use only

ABN: 16 635 842 143

Registered Office:

Level 2, 22 Mount Street,

Perth 6000

PO Box 7054,

Cloisters Square, Perth 6000

T: [phone]

E: [e-mail]

STATEMENT OF CONFIRMATIONS (UPDATED)

Cavalier Resources Ltd (ACN 635 842 143) (Company) provides the following confirmations to satisfy conditions for the admission of the Company's securities to quotation on ASX.

Capitalised terms in this announcement have the same meaning given under the prospectus dated 4 April 2022 (Prospectus) unless the context otherwise requires.

Completion of Offer

The Company confirms that all conditions precedent to its initial public offer (Offer) under the Company's Prospectus have been satisfied. The Company has issued 25,000,000 Shares under the Offer to raise $5,000,000 (the Minimum Subscription).

Completion of Issues

In addition to the Shares issued pursuant to the Offer, the Company confirms that it has also issued:

1. 4,000,000 Lead Manager Options; and
2. 4,000,000 Performance Rights.

Completion of Matrix Exploration Option Agreement

The Company confirms that the conditions precedent to the agreement between the Company and Matrix Exploration Pty Ltd have been satisfied and completion of the agreement, including the issue of 875,000 Shares.

Completion of Maximal Investments Option Agreement

The Company confirms that the conditions precedent to the agreement between the Company and Maximal Investments Pty Ltd have been satisfied and completion of the agreement, including the issue of 200,000 Shares.

Tenements and Exploration Activities

The Company confirms that, on completion of raising the Minimum Subscription under the Offer there are no legal, regulatory, statutory or contractual impediments to the Company entering its currently granted tenements and carrying out exploration activities, such that the Company will be able to spend its cash in accordance with its commitments.

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2

Lead Manager Fees

The Company confirms that the fees to be paid Kerr Allan Financial Pty Ltd are:

1. a management fee of 2.0% of the total funds raised under the Offer (excluding any amount raised by Sanlam Private Wealth Pty Ltd); and
2. a placement fee of 4.0% of the total funds raised under the Offer (excluding any amount raised by Sanlam Private Wealth Pty Ltd); and
3. 4,000,000 Lead Manager Options.

Updated Statement of Commitments (based on the granted tenements and the Minimum Subscription being raised)

	Funds available		Minimum Subscription		Percentage of
			($5,000,000)		Funds
	Existing cash reserves1		$150,000		2.91%
	Funds raised from the Offer		$5,000,000		97.09%
	Total		$5,150,000		100%
	Allocation of funds
	Exploration Expenditure WA2		$3,300,000		64.08%
	Expenses of the Offer3		$552,000		10.72%
	Administration costs4		$750,000		14.56%
	Working capital5		$548,000		10.64%
	Total		$5,150,000		100%

Notes:

1. Refer to the Financial Information set out in Section 6 of the Prospectus for further details. The Company intends to apply these funds towards the purposes set out in this table, including the payment of the expenses of the Offer of which various amounts will be payable prior to completion of the Offer. Since 31 December 2021, the Company has expended approximately $59,000 in progressing and preparing the Prospectus. A further approximate amount of $79,000 has been expended on exploration and administration costs to date.
2. Refer to Section 5.3 of the Prospectus and the Independent Geologist's Report in Annexure A of the Prospectus for further details with respect to the Company's proposed exploration programmes at the Projects.
3. Refer to Section 10.9 of the Prospectus for further details.
4. Administration costs include the general costs associated with the management and operation of the Company's business including administration expenses, management salaries, directors' fees, rent and other associated costs.
5. To the extent that:
6. 1. the Company's exploration activities warrant further exploration activities; or
   2. the Company is presented with additional acquisition opportunities,
7. the Company's working capital will fund such further exploration and acquisition costs (including due diligence investigations and expert's fees in relation to such acquisitions). Any amounts not so expended will be applied toward administration costs for the period following the initial 2-year period following the Company's quotation on ASX.

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3

Restricted Securities

The following securities are subject to ASX imposed escrow:

Class

Number

Restriction Period

Shares

11,552,750

24 months from the date of quotation

Options

4,000,000

24 months from the date of quotation

Performance Rights

4,000,000

24 months from the date of quotation

Shares

1,090,000

12 months from the date of issue

Capital Structure

Shares

Security

Number

Shares on issue at the date of the Prospectus

16,956,800

Shares issued pursuant to the Offer

25,000,000

Shares issued to Matrix Exploration Pty Ltd

875,000

Shares issued to Maximal Investments Pty Ltd

200,000

Total Shares on issue

43,031,800

Options

Security

Number

Options currently on issue

Nil

Options issued to the Joint Lead Managers

4,000,000

Total Options on issue

4,000,000

Performance Rights1

Security

Number

Performance Rights currently on issue

Nil

Performance Rights issued to the Directors

4,000,000

Total Performance Rights on issue

4,000,000

Notes:

1. Refer to Section 10.4 of the Prospectus for the full terms of these Performance Rights.

The Performance Rights are being issued to the Directors as part of their respective remuneration packages, in order to link part of the remuneration payable to the Directors to specific performance milestones set out in Section 10.4(a) of the Prospectus. The Performance Rights are being issued to incentivise the Recipients and are not ordinary course of business remuneration securities.

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4

A summary of the agreements between the Company and the Directors are set out at Section 9.3 of the Prospectus.

Each of the Recipients will play a key role in executing the Company's business model (as set out in Sections 5.3 to 5.5 of the Prospectus), which is directly aligned with the performance milestones for the Performance Rights as follows:

1. as Directors, Mr Tuffin, Mr Matic and Mr Keers will be responsible for, among other things, directing the operations of the Company and providing recommendations of a strategic nature to board members.
2. as the Company's Executive Chairman, Mr Matic will also be responsible for, among other things, the management of the organisation and operations of the Company.
3. Details of the existing total remuneration packages of each of the Recipients are disclosed at Section 8.2 of the Prospectus.
4. On completion of the Offer, the Director's (and their associates) hold the following securities in the Company:

Board

Shareholder

Shares

Consideration

Performance

Member

Details

Rights

Ranko Matic1

Consilium

572,000

$21,000

1,750,000

Corporate

Pty Ltd

Cataalna Pty

2,500,000

$500,000

Nil

Ltd ATF

Fund>

Matic Mining

1,620,800

$124,000

Nil

Pty Ltd

Daniel Tuffin2

Tuffaco Pty

1,872,800

$68,000

1,750,000

Ltd

Tuffagold Pty

375,000

$75,000

Nil

Ltd ATF

<>

Unit Trust>

Auralia

728,800

$78,000

Nil

Holdings No

2 Pty Ltd ATF

Unit Trust

A/C>

Anthony

Anthony

250,000

$25,000

500,000

Keers3

Keers

Stanna Keers

25,000

$5,000

Nil

Auralia

728,800

$78,000

Nil

Holdings No

2 Pty Ltd ATF

Unit Trust

A/C>