Ausgold : AUC raises $16.6m to accelerate development of the KGP

ASX Release

4 March 2022

Not for release to US wire services or distribution in the United States
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Ausgold raises $16.6M to accelerate exploration and development of the
	Katanning Gold Project

Highlights:

 Ausgold successfully raises $16.6 million in a two-tranche placement to institutional and

use	sophisticated investors, reflecting strong support for the Katanning Gold Project (KGP)
 The placement was cornerstoned by two institutional investors, Dundee Corporation, who
	(subject to FIRB approval) will increase their existing stake in Ausgold from 9.52% to 12.5% and
	new institutional investor Jupiter Asset Management who will emerge with a 6.2% holding at the
	completion of the Placement
 Placement completed at $0.04 per share, a discount of 4.1% to the 5-day VWAP
personal

 Funds raised will be used for exploration, an extensive drilling campaign, and feasibility studies

Ausgold Limited (ASX: AUC) (Ausgold or the Company) is pleased to announce that it has received binding commitments from investors for a share placement (Placement) to raise $16.6 million, before costs.

Funds raised will primarily be used to continue an extensive exploration and Resource expansion drill program and feasibility studies at the Company's 100% owned Katanning Gold Project in Western Australia.

The Placement will result in the issue of 415,000,000 new shares (New Shares) to be issued at $0.04 per New Share which represents a 4.1% discount to the last close of $0.043 on Tuesday 1 March 2022 and a 7.8% discount to the 15-day VWAP.

The Company received strong demand for the Placement which has been cornerstoned by two institutional investors subscribing for $9 million of the total $16.6 million raise, including existing shareholder Dundee Corporation (Dundee) which has subscribed for A$4 million (taking its interest in the Company from 9.5% to 12.5% once the Placement is fully complete) and new institutional investor Jupiter Asset Management (Jupiter) who will emerge with a 6.2% holding at the completion of the Placement.

ForDetails of Placement

The Placement will be structured in two tranches, such that:

• First Tranche: The first tranche of the Placement will involve the issue of a total of 345,000,000 New Shares, comprising:
  o Dundee will subscribe for 100,000,000 New Shares (Dundee Placement) and increase their interest in the Company from 9.5% to 12.5%. The Dundee Placement issue will take place in two stages, with 29,750,380 New Shares (the Dundee Unconditional Placement) to be issued immediately to Dundee. The remaining 70,249,620 New Shares to be issued under the Dundee Placement (the Dundee Conditional Placement) are to be issued to Dundee subject to the receipt of Foreign Investment Review Board (FIRB) approval to increase its interest in the Company beyond 10%; and

ABN 67 140 164 496
Level 4, 251 St Georges Terrace, Perth WA 6000
T: 08 9220 9890 F: 08 9220 9820 E: [e-mail] W: www.ausgoldlimited.com	1

	o	institutional and sophisticated investors,	who will subscribe for	245,000,000	New Shares
only		(Institutional Placement).
o Second Tranche: The second tranche of	the Placement involves	the issue of	an additional
	70,000,000 New Shares to Jupiter (the Second Tranche Placement), conditional upon Company
	shareholders approving the issue of those New Shares in connection with the Second Tranche
	Placement for the purposes of Listing Rule 7.1.

The issue of New Shares under the Dundee Unconditional Placement and Institutional Placement will occur immediately, whereas the Dundee Conditional Placement and Second Tranche Placement will occur at a later date, as soon as the respective conditions for those components of the Placement can be satisfied.

useThe New Shares issued to Dundee under the Dundee Conditional Placement will occur on a later date, given such issue is subject to, and cannot occur until, FIRB approval has been obtained. Despite this, Dundee has agreed to advance the full sum of its subscription funds to the Company at the same time as participants in the Institutional Placement. The Company will hold subscription funds advanced in connection with the Dundee Conditional Placement on trust pending FIRB approval for the Dundee's participation in the Dundee Conditional Placement (such approval expected in late March 2022).

Completion of the Second Tranche Placement is conditional upon the Company receiving shareholder approval, personalwith the Company to hold a general meeting for the purposes of approving the issue of New Shares under the Second Tranche Placement for the purposes of Listing Rule 7.1 in mid-April 2022 (the Placement General Meeting).

The New Shares to be issued under the Second Tranche Placement will be issued as soon as practicable following receipt of shareholder approval.

Save as to timing and conditionality as set out above, First Tranche and Second Tranche of the Placement will be n the same terms, with all New Shares issued in connection with the Placement to be issued at the price $0.04 per

New Share to raise a total of $16.6 million before costs.

Argonaut Securities Pty Ltd acted as Lead Manager to the Placement, with Euroz Hartley's Securities Limited acting as Co-Lead Manager.

Management Comment:

Ausgold's Managing Director, Matthew Greentree, said:

"The Company is pleased with the continued support we have received from our cornerstone investor Dundee Corporation as well as other existing and new institutional investors. This placement of $16.6m now enables ForAusgold to continue its targeted drilling campaign of key areas within the Central and Southern Zones as we progress towards the planned April Resource Upgrade and completion of Pre-feasibility studies to deliver a maiden Ore

Reserve Statement in June.

With the release of the upgraded KGP Resource of 1.84 Moz at a grade of 1.24 g/t Au, we have a meaningful foundation that underpins our ambition to unlock the multi-million ounce potential of the Katanning Gold Project."

Use of funds

Proceeds from the Placement will be used to continue exploration, Resource development, conduct feasibility studies at the KGP, meet costs of the raise and provide additional working capital.

Following completion of the Placement, the Company will have approximately $17.5 million cash on hand.

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Placement (Tranche 1)

The First Tranche of the Placement, which totals 345,000,000 New Shares, will be issued under the Company's existing placement capacity under Listing Rule 7.1 and Listing Rule 7.1A of the ASX Listing Rules. The Company will issue:

only	 126,315,426 New Shares to Dundee and sophisticated and institutional investors pursuant to Listing Rule
	7.1 in connection with the Institutional Placement and the Dundee Unconditional Placement;
	 148,434,954 New Shares to sophisticated and institutional investors pursuant to the Company's additional
	placement capacity under Listing Rule 7.1A in connection with the Institutional Placement; and
use	 70,249,620 New Shares to Dundee pursuant to Listing Rule 7.1 in connection with the Dundee Conditional
Placement.

Placement (Tranche 2)

The Second Tranche of the Placement totals 70,000,000 New Shares to be issued following receipt of shareholder approval pursuant to Listing Rule 7.1 to be obtained at the Placement General Meeting.

Indicative Timetable1

Event

Announcement of Placement

Settlement of New Shares in connection with:

• Institutional Placement; and
• Dundee Unconditional Placement

Funds for Dundee Placement Advanced to Company

ASX Quotation of New Shares issued in connection with:

• Institutional Placement;
• Dundee Unconditional Placement;

personalFIRB Approval for Dundee (expected)

Issue and Quotation of Dundee Conditional Placement New Shares (expected) Placement General Meeting

ForIssue and Quotation of Second Tranche Placement New Shares (expected)

Day	Date
Friday	4 March 2022
Friday	11 March2022

Friday	11 March 2022
Monday	14 March 2022

Late March 2022

Late March 2022

Mid April 2022

Mid April 2022

• The timings set out in this timetable are indicative only and subject to variation. The Company reserves the right to alter the timetable at its absolute discretion and without notice, subject to the ASX Listing Rules, the Corporations Act and other applicable laws. The commencement of quotation of the New Shares is subject to confirmation from ASX.

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The Board of Directors of Ausgold Limited approved this announcement for release to ASX.

On behalf of the Board,

onlyMATTHEW GREENTREE Managing Director Ausgold Limited

All dollar amounts are in Australian dollars unless otherwise indicated. For further information please visit Ausgold's website or contact:

useMatthew Greentree Managing Director Ausgold Limited

T: [phone]

E: [e-mail] personalFor

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About Ausgold Limited

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	Ausgold Limited is a gold exploration and
	development company based in Western
	Australia.
	The Company's flagship project is the
	Katanning Gold Project, located 275km
	south-east of Perth and approximately 40km
	north-east of the wheatbelt town of
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	Katanning. Ausgold holds a dominant ground
	position in this relatively underexplored
	greenstone belt, an area prospective for
	Archean gold deposits. The current Resource
	at Katanning is 1.84 Moz gold (Table 1).
	Ausgold's portfolio also includes the
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	Doolgunna Station Cu-Au project and the
	Yamarna Ni-Cu-Co project in Western
	Australia and the Cracow Au Project in
	Queensland.
	Table 1 - Current Mineral Resource
	(Details in ASX release 15 December 2021)
			Tonnes		Grade			Ounces
			(Mt)		(g/t)			('000)
	Measured		6.59		1.65			349
	Indicated		21.97		1.19			841
										Figure 1 - Regional map showing the KGP, other Ausgold projects
	Inferred		17.58		1.14			647
										and mineralised greenstone belts
	Total	46.14	1.24			1,837

ForThe information in this report that relates to the Mineral Resource in Table 1 is based on information announced to the ASX on 7 December 2021. Ausgold confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcement and that all material assumptions and technical parameters underpinning the estimates in that announcement continue to apply and have not materially changed.

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