BCI Minerals : $360M Equity Raise Launched

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ASX Release

18 November 2021

$360M EQUITY RAISE LAUNCHED

$1.2 BILLION MARDIE FUNDING SOLUTION

• $360M1 capital raising launched to develop BCI's 100% owned Mardie Project on the Pilbara coast of Western Australia
• $240M Placement of ordinary New Shares at $0.43 per share including commitments from existing shareholder Wroxby of $110M2 and new investor AustralianSuper3 of $75M2, with the balance underwritten by Canaccord
• $20M Share Purchase Plan ('SPP'), sub-underwritten by AustralianSuper with the ability to accept oversubscriptions
• At the election of BCI1, up to $100M in Series 2 and Series 3 Convertible Notes may be issued to AustralianSuper, each with an exercise price of ~$0.6235, a 45% premium to the Placement Offer Price
• BCI will purchase AustralianSuper's shareholdings in Agrimin Limited and Highfield Resources Limited, funded by the issue to AustralianSuper of Series 1 Convertible Notes with an exercise price of ~$0.6235
• Subject to shareholder approvals at an EGM expected to be held on or about 20 December 2021 and final statutory approvals, the funding solution will allow construction to commence in early 2022

BCI Minerals Limited (ASX:BCI) ('BCI' or the 'Company') is pleased to advise it has received significant commitments from cornerstone investors to provide the capital required for the development of its Mardie Salt & Potash Project ('Mardie').

The $360M capital raising, together with $100M from BCI's cash reserves, Iron Valley royalty stream and a proposed $40M corporate debt facility, when successfully completed, fulfils the Company's $460M equity requirement. This equity contribution and the recently announced $740M project finance debt package will complete the ~$1.2 billion funding package for Mardie construction and ramp-up activities.

The capital raising, subject to shareholder approvals, involves:

1. A Placement of $240M of ordinary New Shares at $0.43 per Share including commitments from existing shareholder Wroxby Pty Ltd ('Wroxby') of $110M2, new investor AustralianSuper Pty Ltd3 ('AustralianSuper') of $75M2, with the balance underwritten by Canaccord Genuity (Australia) Limited

('Canaccord') including commitments from existing shareholders Ryder Capital Limited and Ryder Capital Management Pty Ltd $28.5M and Sandon Capital Pty Ltd ('Sandon') $3.5M4;

1. Up to $360M may be raised if $260M is raised by the issue of New Shares via combined Placement and SPP and all Series 2 and 3 Convertible Notes are issued, subject to the relevant shareholder approvals, and the Series 2 and 3 Convertible Note draw-down and issue conditions being met.
2. Commitments are subject to scale back to a minimum of $100M for Wroxby and $70M for AustralianSuper.
3. AustralianSuper Pty Ltd as trustee for AustralianSuper ('AustralianSuper').
4. The commitments are conditional upon the underwriting agreement being in place. Refer to summary of the key terms of the underwriting agreement in the corporate presentation titled '$360M Capital Raising to Drive Development' released on the same date as this announcement.

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1. A Share Purchase Plan ('SPP') to raise $20M at $0.43 per Share which is underwritten to $20M by Canaccord and sub-underwritten by AustralianSuper, with the ability to accept oversubscriptions;5 and
2. At the election of BCI, up to $100M in Series 2 and Series 3 Convertible Notes may be issued to AustralianSuper during 2022, each with an exercise price of $0.6235, a 45% premium to the Placement Offer Price. The draw by BCI of the Convertible Notes is conditional on prior consultation with project financiers as to additional conditions to the draw as may be required in connection with the project finance facilities.

As part of the transaction, BCI will purchase AustralianSuper's shareholdings in Agrimin Limited (ASX:AMN) and Highfield Resources Limited (ASX:HFR), funded by the issue to AustralianSuper of Series 1 Convertible Notes with an exercise price of $0.6235.

Commenting on the capital raising, BCI's Chairman, Brian O'Donnell said: "Achieving the full $1.2 billion Mardie funding solution is a major milestone in BCI's history. The strong support from existing shareholders and new investors underscores the merits of the Mardie Salt & Potash Project as a long term, sustainable and integrated opportunity."

BCI's Managing Director, Alwyn Vorster added: "BCI acknowledges the ongoing strong support from Wroxby, Ryder and Sandon who have backed the Company over a long period of time, allowing this milestone to be reached. BCI is also pleased to welcome AustralianSuper, the largest superannuation fund in Australia, as a cornerstone supporter of our capital raising. Mardie will turn an inexhaustible seawater resource into high quality salt and potash needed to produce thousands of products sustaining everyday life."

Figure 1: Mardie Project Funding Structure

1. All facilities remain conditional on formal documentation, securing required tenure & approvals, equity funding, offtake arrangements, and other customary conditions precedent. 2. Northern Australia Infrastructure Facility 3. Export Finance Australia 4. Aligned with the Asia Pacific Loan Markets Associations' and Loan Market Association's Green Loan Principles. 5. Total contribution prior to first Project debt drawdown subject to future earnings performance of Iron Valley. Corporate debt facility for approximately $40M under negotiation with major European institutional bank for a 4-year term from drawdown in early 2022 with the facility serviced and secured by iron ore asset cashflows and subject to credit approval and formal documentation.

5 The underwriting and sub-underwriting is subject to shareholder approval, but not the issue of New Shares under the SPP itself.

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Figure 2: Mardie Project Layout

Sources and Uses of Proceeds

Proceeds from the capital raising, together with existing cash, Iron Valley royalty earnings, corporate debt and project finance debt will be used to develop the Mardie Salt & Potash Project to production capacity6 of 5.35Mtpa of salt and 140ktpa of Sulphate of Potash ('SOP').

At 16 November 2021, BCI had cash reserves of $106M, and forecasts additional Iron Valley cash receipts to become available for Mardie funding over the next 15-month equity contribution period. BCI is also in the final stages of negotiating a $40M corporate debt facility with a tier 1 international bank, secured against BCI's iron ore revenues from the Iron Valley mine. BCI has additional assets, including potential royalties and/or deferred payments from 'Koodaideri-South', Bungaroo South and Kumina and the shares it is acquiring from AustralianSuper which could supplement cash.

6 Refer to ASX announcement dated 21 April 2021. BCI confirms that all material assumptions underpinning the production forecast and financial information derived from the production forecast have not materially changed and continue to apply.

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In total, BCI expects to have contributed $460M of Company funds to the Project to satisfy a condition precedent to the first drawdown of project finance debt, scheduled for March 2023, indicatively used as outlined below:

Table 1: Sources and Uses of Funds

Capital Sources	A$M	Capital Uses	A$M
Cash, earnings and corporate debt facility	100	Contribution to main construction budget		370
Placement	240
Share Purchase Plan	20	Contribution to capitalised and ramp-up		90
Convertible Notes (or other sources)	100	opex and financing costs
Total	460	Total		460

Placement

The Placement Shares ('New Shares') will be issued in a single tranche, subject to shareholder approvals, and will rank equally with the Company's existing fully paid ordinary Shares on issue. The New Shares will be issued at A$0.43 per Share ('Offer Price'), representing a 10.4% discount to the closing Share price of A$0.48 on Tuesday, 16 November 2021, being the last day the Company's Shares were traded prior to this announcement, and a 10.6 discount to the 10-day volume weighted average price ('VWAP') of A$0.481.

As part of its cornerstone agreement, AustralianSuper has subscribed for $75M in the Placement. Firm commitments for an aggregate of up to $142M have been received from existing shareholders - Wroxby $110M, Ryder Capital Limited & Ryder Capital Management Pty Ltd $28.5M and Sandon $3.5M7. The Placement is subject to shareholder approval (including for Wroxby for the purposes of Listing Rule 10.11), and these commitments may be scaled back as agreed between the Company and the Underwriter.

Ryan Stokes, CEO of Wroxby's parent company, Australian Capital Equity Pty Ltd (ACE), commented: "The ACE Group is pleased to make a substantial commitment of approximately $100M for New Shares, to support the Mardie Project. We are excited to see the Project reach this important milestone and recognise the work of the BCI team and Board. We believe that Mardie is a world class salt project which will create substantial value for BCI shareholders, the local community, and the State of Western Australia over many decades. We are attracted by the sustainable, renewable nature of solar salt, the Project's long life, and its scale - Mardie will be one of the largest solar salt projects in the world."

Peter Constable, Executive Director of Ryder Capital added: "The Mardie Project is a significant development offering BCI shareholders ownership in a unique, sustainable and attractive long duration asset. We are pleased to continue to support the Project and the BCI Board and management team by way of our commitment to invest a further approximately $28.5M."

7 The commitments are conditional upon the underwriting agreement being in place. Refer to summary of the key terms of the underwriting agreement in the corporate presentation titled '$360M Capital Raising to Drive Development' released on the same date as this announcement.

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Share Purchase Plan ('SPP') Details

In addition to the Placement, the Company will conduct a Share Purchase Plan to raise $20M with the ability to accept oversubscriptions. The SPP will be sub-underwritten by AustralianSuper to $20M (subject to shareholder approval). Eligible BCI shareholders as at the record date of 5.00pm AWST on Wednesday, 17 November 2021 with a registered address in Australia or New Zealand will be offered the opportunity under the SPP to apply for up to A$30,000 of New Shares (subject to scale back at the Company's discretion) at the same price as the New Shares offered under the Placement, being A$0.43. The terms and conditions will be detailed in a SPP Offer Booklet to be dispatched to eligible shareholders and released to the ASX on or about Friday, 26 November 2021.

Placement and SPP Indicative Timetable

The issue of New Shares under Placement and Convertible Notes (and underwriting and sub-underwriting of the SPP) will be subject to shareholder approvals at the Company's Extraordinary General Meeting ('EGM') to be held on or about Monday, 20 December 2021 with settlement on Thursday, 23 December 2021.

Table 2: Indicative Timeline

Event	Date
Trading halt	Wednesday, 17 November 2021
SPP record date	5pm WST Wednesday, 17 November 2021
Announcement of equity raising and Placement bookbuild	Thursday, 18 November 2021
Notice of Extraordinary General Meeting released	Thursday, 18 November 2021
Announcement of equity raising results and ASX trading resumes	Friday, 19 November 2021
SPP offer opens and SPP booklet dispatched	Friday, 26 November 2021
SPP closing date	Friday, 17 December 2021
Extraordinary General Meeting to approve Placement, Convertible	On or about Monday, 20 December 2021
Note issue & SPP underwriting
Settlement of New Shares under Placement and SPP and Series 1	Thursday, 23 December 2021
Convertible Notes
SPP results announcement	Friday, 24 December 2021
Issue of the Series 1 Convertible Notes and issue of New Shares under	Friday, 24 December 2021
Placement and SPP

Convertible Notes

BCI will issue up to three series of Convertible Notes to AustralianSuper in addition to its cornerstone support of the Placement and SPP sub-underwriting role. All Convertible Notes are subject to shareholder approvals.

As part of AustralianSuper's investment, and funded by the Series 1 Convertible Notes, BCI will acquire AustralianSuper's shareholdings in Highfield Resources (ASX: HFR) and Agrimin Limited (ASX: AMN). On completion, BCI will become a ~7% shareholder in HFR, which owns 100% of the Muga Potash and Salt Project

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