$1.5 Million in Firm Commitments Received for Capital Raisings

R3D Resources Limited (ASX: R3D) (the Company) (renamed Tartana Minerals Limited) is pleased to provide an update on the 1 for 5 pro rata entitlement offer of New Shares in the Company at an issue price of $0.05 per New Share, as well as 1 attaching Option exercisable at $0.10 expiring 31 December 2025 for each 2 New Shares subscribed for (the Rights Issue) which opened in November 2023.

Key Points:

• Firm commitment received from Breakaway Investment Group (controlled by director Dr Stephen Bartrop) to underwrite the Rights Issue of up to $500,000
• Additional firm commitment received from Breakaway Research (also controlled by director Dr Stephen Bartrop) to raise $1 million for the Company from third party investors through debt, equity or hybrid instruments by 30 April 2024
• Rights Issue to be extended until 10 April 2024 to enable eligible shareholders to participate on the same terms following the underwriting
• Underwriting Agreements, firm commitment agreements, and further disclosures are to be made upon formal documents being executed over the coming days
• Copper Sulphate production at Tartana has restarted and the Company is targeting to achieve a minimum production rate of fifteen bags of Copper Sulphate a week during the month of April 2024
• Production since restart during March has totalled twenty bags

Breakaway Investment Group Pty Ltd (Breakaway Investment), an entity controlled by R3D’s Managing Director, Dr Stephen Bartrop, has provided the Company with a firm commitment to underwrite the Rights Issue to a minimum raise of $500,000 (the Underwriting), subject to formal agreement.

Additionally, Breakaway Research Pty Ltd (Breakaway Research) an entity also controlled by Dr Stephen Bartrop has provided a further firm commitment to raise $1 million for the Company through debt, equity, or hybrid instruments by 30 April 2024 (the $1m Commitment), again subject to formal agreement. To the extent that Shares and Attaching Options are placed, the Company may use shortfall from the Rights Issue for this purpose. The terms of this raising will be settled between the Company and Breakaway Research in the ordinary course. Breakaway Research is an AFSL holder and accordingly the funds are not expected to be raised from Dr Bartrop but rather parties introduced through Breakaway Research. Accordingly, the Company does not expect shareholder approval to be required for the placement of those securities (except if necessary for placement capacity reasons or if the underlying clients are also Chapter 10 parties).

The Company Is in discussions with each of Breakaway Investment and Breakaway Research towards execution of full-form documents to give effect to this commitment. On those discussions resulting in a binding agreement the Company will issue a further Supplementary Prospectus and will provide the requisite disclosure under ASX Listing Rules as to the full terms of this Underwriting and the $1m Commitment.

The Company will ensure that such terms are arms’ length.

Additionally, it is not expected that the Underwriting or $1m Commitment will result in Dr Bartrop materially increasing his holding in R3D with sub-underwriting and sub-commitment arrangements to be put in place by Breakaway Investment and Breakaway Research at their discretion. Neither Breakaway Investment nor Breakaway Research are being paid fees for their commitments to the Company.

The Company expects that the final terms of the $1m Commitment will include a condition precedent that the Company completes production of at least fifteen 1.2 tonne bags of Copper Sulphate a week from 1 April to 28 April 2024 (calculated on average over the period, totalling 60 bags). The directors (excluding Dr Bartrop) have considered this condition, and have formed the view that it is reasonable to the Company and Breakaway Research. Further, the Company is confident that this will be achievable noting that production in March to date has been twenty bags whilst still being impacted by weather conditions.

Commenting on the status of production at Tartana, Dr Bartrop said:

“We are pleased to report that we have recommenced production at Tartana following a prolonged run of unexpected poor weather that limited site access for staff and input materials. Although the weather continues to affect site operations and access, we are confident in achieving a minimum production at Tartana of at least fifteen bags per week, but hopefully well in excess of that as conditions improve.”

Further Extension of Rights Issue

Eligible Shareholders can review the Rights Issue Prospectus and apply from the Company’s website: www.r3dresources.com.au or at www.computersharecas.com.au/r3dnrri.

Having regard to the impending underwriting, the Company intends to further extend the Rights Issue offer open period until 10 April 2024 which will allow time for eligible shareholders to consider participating on the same terms as the Underwriters.

A Supplementary Prospectus in relation to the extension of the Rights Issue offer open period is annexed, and a copy is being lodged with ASIC.

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