Godolphin Resources : Share Purchase Plan Offer Booklet and Application Form

ABN:13 633 779 950

Registered and Business Office:

Unit 13, 11-19 William Street

Orange, NSW, 2800, Australia Tel: [phone]

Email: [e-mail]

For personal use only

29 July 2022

ASX Market Announcements

Australian Securities Exchange

20 Bridge Street

Sydney NSW 2000

FOR ASX MARKET RELEASE

SHARE PURCHASE PLAN

As announced on Thursday 28 July 2022, Godolphin Resources Limited (ASX: GRL) ("Godolphin" or "the Company") is offering the opportunity for Eligible Shareholders to be issued, by the Company, additional ordinary fully paid shares (New Shares) under the Company's Share Purchase Plan (SPP), targeting to raise approximately $1,000,000.

Under the SPP, the Company invites Eligible Shareholders to each participate by subscribing for a minimum of $1,000 (Minimum Application Amount) with staged increments of $1,000 up to a maximum of $30,000 (Maximum Application Amount) of its ordinary shares at $0.085 per New Share, without incurring any transaction or brokerage costs.

The right to participate in this SPP is available exclusively to Eligible Shareholders who are on the Company register at 7:00pm (Sydney time) on Wednesday 27 July 2022 (Record Date) and have a registered address in Australia or New Zealand. The SPP is targeted to close on Friday 2 September 2022.

The SPP is not underwritten.

The Company may determine to raise a higher amount or decide to scale back Applications under the SPP, at its absolute discretion.

To assist with consideration of this investment, Eligible Shareholders will be provided with an offer letter, the SPP terms and an application form (SPP Offer Documents). Copies of the SPP Offer Documents (excluding application forms) are attached to this announcement.

The proceeds from the SPP are proposed to be used to fund drilling at the Company's various Lachlan Fold Belt gold, copper and rare earth element projects and for general working capital.

As announced on 28 July 2022, Godolphin has also agreed terms with certain unrelated sophisticated and professional investors for a cash placement of New Shares to raise $1.6 million, also for $0.085 per new fully paid ordinary share.

Any Eligible Shareholder who is also an unrelated sophisticated or professional investor and wishes to subscribe for more New Shares, more than the $30,000 Maximum Application Amount offered by the SPP, should contact Jeneta Owens, Managing Director using the contact details at the end of this letter.

www.godolphinresources.com.au

Timetable

Description

Record Date onlyOffer Announcement

Offer Date

Closing Date

	Date		Activity
	Wednesday 27 July 2022		Date for determining Eligible Shareholders
	Thursday 28 July 2022		Offer is announced to the market
	Friday 29 July 2022		Offer opens and Offer documentation
		dispatched
	Friday 2 September 2022		Applications must be received by 5.00pm
		Sydney time

For personal use

Announce Results	Friday 9 September 2022	Announcement date of funds raised and shares
to be issued
Allotment Date	Friday 9 September 2022	New Shares allotted
Trading Date	Monday 12 September 202	New Shares commence trading on the ASX
Dispatch Date	Tuesday 13 September 2022	New Share Statements sent to Shareholders

This timetable is indicative only and may be subject to change and subject to the requirements of the Corporations Act 2001 (Cth) and the ASX Listing Rules.

For and on behalf of the Board.

Yours sincerely,

Jeremy Read

Non-Executive Chair

Godolphin Resources Limited

For further information regarding Godolphin, please visit https://godolphinresources.com.au/or contact:

Jeneta Owens

Managing Director

[phone]

[e-mail]

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For personal use only

Godolphin Resources Limited

ABN 13 633 779 950

SHARE PURCHASE PLAN

OFFER BOOKLET

This is an important document and requires your immediate attention.

Each Eligible Shareholder has the opportunity to participate in the Godolphin Resources Limited Share Purchase Plan by applying for up to A$30,000 of new ordinary shares in the Company without incurring brokerage or other transaction costs.

New Shares issued under the Share Purchase Plan will rank equally with existing ordinary shares in the Company.

This Offer Booklet provides details of the Share Purchase Plan and explains how shareholders can participate.

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For personal use only

You should read this Offer Booklet in full.

This Offer Booklet contains important information. You should read this Offer Booklet in full and seek advice from a broker, accountant or other professional adviser if you have any questions about your investment in the Company or the impact of the transactions described in this Offer Booklet. If you have any questions on how to participate in the SPP after reading this Offer Booklet, please contact the Company's Share Registry, Automic Pty Limited on 1300 288 664 (within Australia) or [phone] (outside Australia) between the hours of 8:30am and 5:00pm (Sydney time), Monday to Friday.

This Offer Booklet does not provide financial advice and has been prepared without considering your particular objectives, financial situation or needs.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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29 July 2022

Dear Shareholder,

For personal use only

SHARE PURCHASE PLAN

On behalf of the board of Godolphin Resources Limited ABN 13 633 779 950 (ASX: GRL) ("Godolphin" or "the Company"), we are pleased to offer you the opportunity as an Eligible Shareholder1 to be issued, by the Company, additional ordinary fully paid shares (Shares) under the Company's Share Purchase Plan (SPP), for the Company to raise approximately $1,000,000.

The SPP provides each Eligible Shareholder with the opportunity to acquire up to A$30,000 of new fully paid ordinary shares in the Company (New Shares). There are no transaction costs or brokerage costs to participating shareholders.

I encourage Eligible Shareholders to participate in the SPP and take advantage of the opportunity to acquire the Company's shares at an Issue Price of $0.085 per share, being a discount of 26.1% to the last traded price of A$0.115 and a 15.0% discount to the 15-day Volume Weighted Average Price (VWAP) as of Wednesday 27 July 2022 (the Record Date) of A$0.100.

The SPP aims to raise up to approximately $1,000,000 and is not underwritten. The Company may determine to raise a higher amount or decide to scale back Applications under the SPP, at its absolute discretion.

The proceeds from the SPP are proposed to be used to fund drilling at the Company's various Lachlan Fold Belt copper and gold projects, the Narraburra rare earth element project and for general working capital.

1. Key features of the SPP

• Price - New Shares are offered under the SPP at an Issue Price of $0.085 per New Share, being a discount of 26.1% to the last traded price and a 15.0% discount to the 15-day VWAP on Wednesday 27 July 2022.
• Eligible Shareholders - Participation in the SPP is optional and is open to shareholders who were on the Company register as at 7.00pm (Sydney time) on Wednesday 27 July 2022 (Record Date) and who have a registered address in Australia or New Zealand (Eligible Shareholders). Your right to participate in the SPP is not transferable.
• Offer Period - The SPP opens on Friday 29 July 2022 and is expected to close at 5.00pm (Sydney time) on Friday 2 September 2022.
• Priority - All New Shares issued under the SPP will rank equally with existing shares.

The terms and conditions of the SPP are set out in this Offer Booklet.

2. How to apply

To apply for New Shares under the SPP, you can either:

• complete and return your personalised Application Form, together with payment via cheque, bank draft or money order; or
• make a payment directly via BPAY or EFT (in which case, you do not need to return your Application Form).

Applications for New Shares can only be made in A$1,000 increments and must be for a minimum of A$1,000 and a maximum of A$30,000.

1 The Company's shareholders who were on the Company register at 7.00pm (Sydney time) on Wednesday 27 July 2022 (Record Date) and have a registered address in the Company's share register in Australia or New Zealand.

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