Falcon Metals : Unmarketable Parcel Share Sale Facility

ASX / Media Announcement

20 April 2022

Unmarketable Parcel Share Sale Facility

Falcon Metals Limited (ASX:FAL) ("Falcon" or "the Company") is pleased to announce details of a share sale facility ("Facility") it has established for shareholders who hold an unmarketable parcel of shares in the issued capital of Falcon ("Falcon Shares") (defined in the ASX Listing Rules as a parcel of securities of less than $500 in value) ("Unmarketable Parcel").

Based on the closing price on ASX on 19 April 2022 of $0.34 per Falcon Share, an Unmarketable Parcel of Falcon Shares is any holding of 1,470 Falcon Shares or fewer. As at 7pm AEST on the Record Date, there are 5,906 holdings of Falcon Shares of An Unmarketable Parcel (from a total of 10,545 holdings), totaling 2,205,258 Falcon shares and constituting approximately 1.25% of the 177,000,000 total Falcon Shares on issue.

Falcon is providing the Facility to registered holders of an Unmarketable Parcel to sell their Falcon Shares without difficulty, and without incurring any costs that might otherwise make a sale of their shares uneconomic. In addition, Falcon expects to reduce the administrative costs associated with maintaining such a large number of relatively small holdings on its share register, in particular costs associated with printing and mailing documents to shareholders.

Bell Potter Securities Limited has been appointed as broker for the shares to be sold under the Facility. Falcon will forward all sale proceeds to participating shareholders as soon as practicable following settlement. All associated costs and brokerage fees will be paid by Falcon, excluding any tax consequences which are the responsibility of participating shareholders.

Falcon will arrange to complete the Unmarketable Parcel share sale process as soon as practicable after the closing date for the Facility of 3 June 2022.

The key dates for the Facility are detailed below.

EVENT	DATE
Unmarketable Parcel Record Date	7pm AEST, 19 April 2022
Falcon Announces Unmarketable Parcel Share Sale Facility	20 April 2022
Letter Sent to Holders of An Unmarketable Parcel of Falcon Shares	22 April 2022
Closing Date for Receipt of Share Retention Forms	3 June 2022

You do not need to take any action if you want your Unmarketable Parcel of Falcon Shares to be sold under the Facility.

An Information Sheet about the Facility and a copy of the letter that will be sent to all Falcon shareholders on the Record Date holding an Unmarketable Parcel of Falcon Shares are attached to this announcement.

Please contact Falcon [e-mail] for further information about the Facility.

This announcement was approved for release by Falcon's Managing Director, Timothy Markwell.

Falcon Metals Limited	T: [phone]
ASX: FAL	E:[e-mail]
Level 2, 22 Mount Street, Perth WA 6000	www.falconmetals.com.au
PO Box 7054 Cloisters Square WA 6850	ABN 87 651 893 097

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22 April 2022

Dear Shareholder,

SALE OF UNMARKETABLE PARCELS OF SHARES

Falcon Metals Limited (Falcon or the Company) (ASX: FAL) is pleased to advise that the Company has established an unmarketable parcel share sale facility (Facility) for shareholders who hold a parcel of fully paid ordinary shares in the Company (Shares) with a market value of less than A$500 as at 7:00pm (AEST) on 19 April 2022 (Record Date), (Unmarketable Parcel).

Based on the price of Shares at the close of trading on the Record Date of $0.34, a holding of 1,470 Shares or less constitutes an Unmarketable Parcel.

Falcon appreciates that Unmarketable Parcels can be difficult or expensive to sell, and so is offering the Facility to enable shareholders who hold an Unmarketable Parcel to sell their Shares without having to act through a broker or pay brokerage or handling fees. The Company will pay all costs associated with the sale and transfer of Shares through the Facility (excluding any bank charges and tax obligations associated with shareholders receiving the proceeds, which will be the responsibility of relevant shareholders).

The sale of Unmarketable Parcels through the Facility will also benefit the Company, as it is expected to significantly reduce the administrative costs associated with maintaining a large number of small shareholdings on the Company's share register.

Falcon has the ability to establish the Facility and facilitate the sale of Unmarketable Parcels under clause 2.6 of the Company's Constitution (Constitution) and ASX Listing Rule 15.13.

WHY AM I RECEIVING THIS LETTER?

Our records indicate that you held an Unmarketable Parcel as at close of trade on the Record Date. Unless you advise the Company by 5:00pm (AEST) on 3 June 2022 (Closing Time) that you do NOT wish to have your Shares sold, the Company intends to sell your Shares through the Facility. You do not need to do anything if you wish to have your Shares sold through the Facility.

Shareholders with an Unmarketable Parcel are not obliged to sell their Shares. To advise the Company that you do NOT wish to have your Shares sold, you must complete the share retention form (Retention Form) enclosed with this letter, and return it to the Company's share registry, Computershare Investor Services Pty Limited (Computershare), in accordance with the instructions on the Retention Form, so that it is received prior to the Closing Time.

If, at the Closing Time, the value of your Shares has increased such that you no longer have an Unmarketable Parcel (e.g. due to an increase in the market price of Shares or the number of Shares you hold), your Shares will NOT be sold.

If you have multiple holdings of Shares which, if aggregated, would not constitute an Unmarketable Parcel, you may contact Computershare on 1300 855 080 (within Australia) or + 61 3 9415 4000(outside Australia) to amalgamate your holdings. In these circumstances, your

Falcon Metals Limited	T: [phone]
ASX: FAL	E:[e-mail]
Level 2, 22 Mount Street, Perth WA 6000	www.falconmetals.com.au
PO Box 7054 Cloisters Square WA 6850	ABN 87 651 893 097

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Shares will not be sold. If you choose not to aggregate any holdings of Shares that are Unmarketable Parcels, each of these Unmarketable Parcels will be sold.

Please also note that, pursuant to Schedule 4 of the Constitution and ASX Listing Rule 15.13.5, the Company will not sell your Shares in the event that a third party announces a takeover offer for the Company.

In accordance with its continuous disclosure obligations, the Company may release information to the ASX which may affect your decision as to whether you wish to have your Shares sold or to retain your Shares. If such information is released, it will be published on the ASX website(www.asx.com.au,ASX code: FAL) and on the Company's website (www.falconmetals.com).

You should be aware that the fact that your holding of Shares is described in this letter as an "unmarketable parcel" does not mean that you cannot sell your Shares at any time. The use of the term "unmarketable parcel" in this letter is to identify the value of Shares which are eligible for sale through the Facility.

This letter is the first and final notice to holders of an Unmarketable Parcel of Shares regarding the Facility.

WHAT DO I NEED TO DO?

As a holder of an Unmarketable Parcel at the Record Date, your options are described below:

1. Sell your Unmarketable Parcel through the Facility

If you WISH TO SELL your Shares through the Facility, you should TAKE NO ACTION. By refraining from taking any action, you will be deemed to have irrevocably appointed the Company as your agent to:

• (a) sell, or procure the sale of, all of your Shares at a price to be determined, without any costs being incurred by you; and

• (b) deal with the proceeds of the sale as set out in this letter (for more information about the payment of the sale proceeds, please refer to Questions 7 and 8 of the enclosed Information Sheet).

The Company has appointed Bell Potter Securities Limited to facilitate the sale of the Unmarketable Parcels. The Shares sold under the Facility will be sold at market prices, subject to prevailing market conditions and available liquidity. You will receive a proportionate share of the total sale proceeds of all Shares sold under the Facility. Payment for your Shares will be remitted to you as soon as practicable following settlement of the sale of all Shares sold through the Facility.

2. Retain your Unmarketable Parcel

If you DO NOT WISH TO SELL your Unmarketable Parcel, you MUST OPT-OUT of the Facility by completing and returning the enclosed Retention Form in accordance with the instructions on the Retention Form so that it is received by Computershare prior to the Closing Time. Please carefully read the instructions on the Retention Form before completingit.

3.

Update your bank account details

If you wish to sell your Shares through the Facility YOU MUST update your bank account details with Computershare so that payment of the sale proceeds to you can be effected electronically. To do this please use the Investor Centre with Computershare at:

www.computershare.com.au/easyupdate/FAL

KEY DATES

EVENT	DATE
Record Date for establishing holders of Unmarketable Parcels	Tuesday, 19 April 2022, 7:00pm (AEST)
ASX announcement regarding Unmarketable Parcels sale Facility	Wednesday, 20 April 2022
Letter and Retention Form despatched to shareholders holding an Unmarketable Parcel	Friday, 22 April 2022
Closing Time for receipt of completed Retention Forms	Friday, 3 June 2022, 5:00pm (AEST)

Falcon reserves the right to change any of the dates referred to in its ASX announcement dated Wednesday 20 April 2022, this Letter (including the enclosed Information Sheet) or Retention Form, or to vary, cancel, suspend or delay the Facility (either generally or in specific cases), or the sale of your Shares, at any time before Shares are sold under the Facility, by making an announcement to ASX.

The Company does not provide any recommendation or advice as to whether you should sell or retain your Shares.

Enclosed is an Information Sheet to answer questions that you may have with respect to the sale of Unmarketable Parcels. This letter is important. If you are in doubt about what to do, you should consult your legal, financial or taxation adviser.

If you have any other questions about the operation of the Facility, please contact the Company via email [e-mail]

Yours faithfully

Andrea Betti Company Secretary Falcon Metals Limited

INFORMATION SHEET

UNMARKETABLE PARCEL SALE FACILITY

• 1. What is an Unmarketable Parcel?

  An Unmarketable Parcel is a holding of fully paid ordinary shares (Shares) in Falcon Metals Limited (Company) that is valued at less than A$500. Based on the closing price of Shares on 19 April 2022 (Record Date) of A$0.34, this is equivalent to a holding of 1,470 Shares or less.

• 2. Why has the Facility been established?

  The Company has decided to establish an Unmarketable Parcel sale facility (Facility) to enable you to sell your Unmarketable Parcel without incurring brokerage or handling costs that could otherwise make a sale of your Unmarketable Parcel uneconomic or difficult. The sale of Unmarketable Parcels through the Facility will also enable the Company to reduce administrative costs associated with maintaining a large number of relatively small holdings of Shares.

• 3. Why have I received this letter?

  You have received this letter because our records indicate that you held an Unmarketable Parcel of Shares based on the price of Shares of A$0.34 as at close of trade on the Record Date.

• 4. What do I need to do to sell my Shares?

  If you wish to have your Shares sold, you should TAKE NO ACTION. Your Shares will be sold through the Facility.

• 5. What if I do not wish to sell my Unmarketable Parcel?

  If you do not wish to have your Shares sold, you MUST OPT-OUT of the Facility by completing and returning the enclosed Retention Form via post to the address provided in the Retention Form or via [e-mail] so that it is received by Computershare prior to 5:00pm (AEST) on 3 June 2022 (Closing Time). If Computershare has not received your Retention Form by the Closing Time, your Shares will be sold through the Facility. Alternatively, you can purchase more Shares on-market so that you hold at least $500 worth of Shares as at the Closing Time. See Question 12 below for further information.

• 6. How will my shares be sold under the Facility?

  Your Shares will be sold by the appointed broker, Bell Potter Securities Limited, on the Australian Securities Exchange (ASX), subject to prevailing market conditions and available liquidity. The Shares sold under the Facility may be sold in a single or multiple parcels, and may be sold at different parcels on different days.

• 7. What price will I receive for Shares sold through the Facility?

  The Shares will be sold at market prices on ASX, subject to prevailing market conditions and available liquidity, as soon as practicable after the Closing Time. You will receive an average price for your Shares and a proportionate share of the total sale proceeds of all Shares sold under the Facility.

Falcon Metals Limited

ASX: FAL

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