Chairman’s Letter

17 September 2021

Dear Shareholder

On behalf of the board of directors (Board) of Resolution Minerals, I am pleased to offer eligible shareholders with the opportunity to subscribe for up to $30,000 of new fully paid ordinary shares in the Company (New Shares) and a minimum of $2,500 of New Shares, free of brokerage and commission, under a Share Purchase Plan (SPP or Plan), at an issue price of 2.0 cents per New Share.

Participation in the offer under the Plan is optional and is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the capital of the Company (Shares) at 7:00 pm (AEST) on Tuesday 14 September 2021 and whose address is recorded in the Company’s register of members as being in Australia or New Zealand (Eligible Shareholders).

The SPP is targeting to raise up to $1.5 million. If the total demand for the SPP exceeds $1.5 million, then the Company reserves the right to close the SPP early and/or scale back applications or to increase the amount raised under the Plan (subject to the maximum permitted under the ASX Listing Rules).

The SPP issue price is 2.0 cents per New Share, being the same issue price as the placement announced by the Company on 15 September 2021 (Placement) and representing an 17.5% discount to the volume weighted average price of Shares over the last 5 days on which sales of the Shares were recorded by ASX Limited prior to the date of the announcement of the SPP on 15 September 2021.

Subject to first obtaining Shareholder approval, the Company also intends to offer successful participants in the SPP the ability to subscribe, for no additional consideration, for one (1) unquoted option to acquire Shares on the basis of every two (2) New Share issued to the participant, with an exercise price of $0.03 per Share and 2 year exercise period (Options). The Options will be offered pursuant to a separate prospectus to be distributed to successful applicants under the SPP in due course.

For the avoidance of doubt, the offer of Options will be made to successful participants in the SPP pursuant to a distinct offer to be contained in the prospectus to be sent to those participants and, in the event that Shareholder approval is not obtained for the issue of Options or Resolution does not, for any other reason, proceed with the issue of Options (whether due to regulatory restrictions or otherwise), no participant in the SPP will be entitled to receive, or call for the return of, any subscription monies paid by them under the SPP.

It is intended that the funds raised from the SPP will be used for drilling at the Benmara project, trenching and other exploration work at the 64North Project, project generation and working capital.

Investors in the SPP may be eligible to received Junior Mineral Exploration Credits (JMEI) received by the Company.

Eligible Shareholders will also be able to access their Personalised Share Purchase Plan Application form online from today at

Details of the Plan are set out in the Terms and Conditions and the personalised application form enclosed with this letter. The Board urges you to read these Terms and Conditions carefully and in their entirety before deciding whether or not to participate in the Plan. If you are uncertain whether New Shares are a suitable investment for you, then you should consult your financial or other professional adviser.

On behalf of the Board, I invite you to consider this opportunity to increase your investment in the Company.

Yours faithfully

Craig Farrow