Marquee Resources : Security Purchase Plan

14 April 2022

Dear Shareholder

Marquee Resources Limited - Offer to participate in Share Purchase Plan

An announced on 6 April 2022, Marquee Resources Limited (Company or Marquee) (ASX:MQR) is intending to raise up to $7,705,505 (before costs) through:

• • a Placement to sophisticated and professional investors to raise $5,705,505 (Placement); and

• • a Share Purchase Plan (SPP) to raise up to an additional A$2,000,000 on the same terms as the Placement (A$0.105 per share) to existing shareholders with a registered address in Australia or New Zealand who were on Marquee's share register at 5.00pm (AWST) on Tuesday 5 April 2022 (Record Date) (Eligible Shareholders). Where there is a shortfall under the SPP offer, the Company reserves the right to place the shortfall (subject to shareholder approval).

Together with its existing cash reserves of approximately $2.5m, completion of the Placement and SPP will position the Company well for further aggressive drilling and exploration across its global suite of future metals projects, including to meet its upcoming earn-in and other expenditure commitments, as well as provide the Company with additional working capital. In particular, the Company anticipates deploying funds raised at its Kibby Basin Lithium Project, West Spargoville Lithium Project, Lone Star Copper Gold Project and Redlings REE Project.

The Placement and SPP are being undertaken at A$0.105 per Share, representing a discount of 7.9% to the 5-day VWAP, and a discount of 3.9% to the 15-day VWAP as at 6 April 2022.

Share Purchase Plan

The Board is pleased to offer you the opportunity to apply for new Shares via the SPP (Offer). The Offer will seek to raise up to A$2,000,000 on the same terms as the Placement (A$0.105 per share) via the issue of up to approximately 19,047,619 shares to Eligible Shareholders.

The SPP offer period will open on Thursday, 14 April 2022 and close at 5.00pm (AWST) on Friday, 29 April 2022, subject to Marquee's discretion to amend these dates. Shares issued under the SPP will rank equally with Marquee's existing shares with effect from their issue.

Executive Chairman, Charles Thomas, has committed to subscribe for the maximum entitlement of $30,000. Non-Executive Directors, Daniel Moore and George Henderson also reserve their right to participate in the SPP.

Offer Booklet and Application Form

An offer booklet containing the terms and conditions of the SPP was lodged with ASX on 14 April 2022 (Offer Booklet). The Company will not be printing / dispatching hard copies of the Offer Booklet or Application Forms, except in response to a specific request by a Shareholder. Instead, an electronic copy of the Offer Booklet and your personalised application form (Application Form) is accessible at the

I already have an online account with Automic

I do not have an online account with Automic and need to register

following link:https://investor.automic.com.au.Shareholders should read the Offer Booklet in full prior to making an application under the SPP.

To apply for Shares you must make payment for the value of Shares you wish to acquire under the Offer in accordance with the instructions on your personalised Application Form (either via BPAY® or EFT). You do not need to return your personalised Application Form, as you will be deemed to have done so (including making the statements on that form) by making payment.

To download your Application Form, you have 2 options:

• 1. Visithttps://investor.automic.com.au.

• 2. Under "Existing users sign in" enter your established username and password.

• 3. Once you have successfully logged in, click on:

  - Documents and Statements

-

Categories → Other Documents → SPP Application Form and SPP Offer Booklet .

• 1. Visithttps://investor.automic.com.au/#/signup.

• 2. Select "Marquee Resources Limited" from the dropdown list in the Issuer Name Field.

• 3. Enter your Holder Reference Number (SRN/HIN) as located on the top of your Holding Statement.

• 4. Enter your postcode OR country of residence (only if outside Australia).

• 5. Tick the box "I'm not a robot" and then select "Next".

• 6. Once you have successfully logged in, click on:

  - Documents and Statements

  - Categories→Other Documents → SPP Application Form and SPP Offer Booklet .

If you are unable to accesshttps://investor.automic.com.au online, you can obtain a copy of the Offer Booklet and your Application Form by calling Automic Group on 1300 288 664 or [e-mail] and asking them to mail a paper copy of the Offer Booklet and your Application Form to you free of charge. You will need your holder number SRN / HIN (from your latest Holding Statement) to make this request. To accept an Offer using these paper copy documents, you will still need to make payment via BPAY® or EFT.

For New Zealand shareholders please contact the Share Registry on + 61 2 9698 5414 for payment arrangements.

You can apply for up to a maximum of $30,000 worth of new Shares under the Offer. Eligible Shareholders can select one of the following alternatives:

Option

Amount

1 2 3 4 5

$2,000 $5,000 $10,000 $20,000 $30,000

The Company reserves the right to scale back any applications in accordance with the terms and conditions set out in the Offer Booklet.

Key Dates

Key Events

Date

Record Date for the Offer

5:00pm (AWST), 5 April 2022

Shares issued under the Placement Cleansing notice lodged with ASX

13 April 2022

Opening Date for the Offer

14 April 2022

Closing Date for the Offer

5:00pm (AWST), 29 April 2022

Results of the Offer announced to ASX

4 May 2022

Shares issued under the Offer

6 May 2022

Shares issued commence trading on ASX

9 May 2022

Note: The above timetable is indicative only. The Company reserves the right, subject to the Corporations Act, the Listing Rules and other applicable laws, to vary the dates, including by extending the Closing Date of the Offer or accepting late acceptances, either generally or in particular cases, by lodging a revised notice with ASX. New Shares issued under the Offer will be issued as soon as practicable after the Closing Date. Application for quotation on ASX of the Shares will be made immediately following the issue of those Shares.

On behalf of the Board, I thank you for your continued support of Marquee Resources Limited and invite you to consider participating in the Offer.

This ASX Release has been approved by the Board of Directors.

Charles Thomas

Executive Chairman

Marquee Resources Limited ACN 616 200 312

Share Purchase Plan

For an offer by the Company of up to $30,000 worth of Shares to each Eligible Shareholder to raise, in total, a maximum of $2,000,000.

Applications for Shares under the Offer must be received by 5:00pm (AWST) on 29 April 2022.

Important: This is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser.

This document is not a prospectus. It does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding the New Shares offered by this document. This document does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Contents

Important Information 1

Key Numbers and Dates 2

Chairman's Letter 3

1	Offer Details	4
2	Risk Factors	9
3	Applications	15
4	Additional Information	18
5	Definitions	21
23
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