Newfield Issues Placement Notice Under Facility Agreement

Newfield Resources Limited (Newfield or Company) (ASX: NWF) is pleased to announce it has today issued the first placement notice to SBC Global Investment Fund (Investor), a fund of L1 Capital Global Opportunities Master Fund (L1 Capital), to subscribe for fully paid ordinary shares (Shares) in the Company of up to A$289,000 pursuant to the A$55 million equity funding facility (Facility Agreement) announced on 31 August 2022 (Placement Notice).

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The issue price of Shares under the Placement will be determined as being the higher of 95% of the market price of Shares determined by the average of 5 daily VWAP trading during 30-trading day period after the Placement Notice (Pricing Period) and the price specified by Company in the Placement Notice (Minimum Acceptable Price or MAP).

For any given placement, the Investor may, at its option, reduce up to 1/30th of the placement amount for each trading day during the Pricing Period during which (a) 95% of the daily price is below the MAP; and/or (b) days on which Shares are suspended or halted from trading for more than 2 hours; and/or (c) days on which the volume of Shares traded on ASX is less than 30% of the average daily value of Shares traded during the 15 trading days prior to the date of the Placement Notice; and/or (d) days on which an event occurs which has a material adverse effect. The Investor may also, at its option, reduce a Placement Amount by up to a maximum of 50% of the Placement Amount.

Issue of Provisional Placement Shares

The Company further advises that it has today 1,043,008 Provisional Placement Shares to the Investor for nil consideration. Pursuant to the Facility Agreement, on issue of a Placement Notice, the Company must issue to the Investor sufficient Shares to satisfy the planned Placement Amount, in a number equal to 120% of the Placement Amount divided by 95% of the MAP (Provisional Placement Shares).

The placement is being made to the Investor using the Company’s 15% placement capacity pursuant to Listing Rule 7.1. Accordingly, shareholder approval will not be required for the issue of the Shares which will rank equally with existing fully paid ordinary shares.

The Company now has a total of 768,870,875 Shares on issue following the placement.

Notice under Section 708A(5)(e) of the Corporations Act 2001 (Cth) (Notice)

This Notice is given by Newfield as required under section 708(5)(e) of the Corporations Act 2001 (Cth) (Act).

The Act restricts the on-sale of Provisional Placement Shares issued without disclosure unless the sale is exempt under section 708 or 708A. By the Company giving this Notice, a sale of the Shares noted above will fall within the exemption in section 708A(5) of the Act.

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