Kogi Iron : Share Purchase Plan Offer Letter

8 April 2022

Australian Securities Exchange 20 Bridge Street

Sydney NSW 2000

Share Purchase Plan - Documents and Shareholders Access Information

Australian based iron ore and steel development company, Kogi Iron Limited (ASX: KFE) (Kogi, Kogi Iron, or the Company) announces that today, Friday 8 April 2021, is the Opening Date of the Share Purchase Plan (SPP), and as such will issue associated documents to Eligible Shareholders.

This announcement follows the Company's notification to the market on 30 March 2022 of the SPP.

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The Company is pleased to launch a SPP and invites Eligible Shareholders to subscribe for up to $30,000 of new shares in Kogi Iron without paying any brokerage.

The SPP seeks to raise funds to fund the next 12-18 months planned work program on the Macro Metals Australian iron ore projects and tenements. The Company is ready to proceed with exploration and drilling to define mineral resources and to develop near term production opportunities. Funds will also be used to continue the Agbaja project feasibility study and to potentially restructure Diversified Metal's financing facility and general working capital purposes.

["View Website / Apply Here" Button linking to spp.kogiiron.com]

Under the SPP, each Eligible Shareholder has the opportunity to support Kogi's exploration strategy and apply for up to $30,000 of new Shares in Kogi Iron at $0.008 per share and also receive a free unlisted option, exercisable at $0.02 on or before 30 December 2024, on the basis of one option granted for every share issued. These options are being offered under a Prospectus (Options Prospectus).

A copy of the relevant documents Eligible Shareholders are to receive will be available on the website, comprising:

• • sample Covering Letter;

• • SPP Offer Booklet; and

• • Options Prospectus.

Eligible Shareholders who have provided an email address for communications will receive an email containing a link to their individual SPP documents. Eligible Shareholders who have not provided an email address for communications will receive a hard copy personalised Covering Letter to their registered postal address, containing details of how to access their individual SPP documents.

The closing date of the SPP is planned for 5:00pm (AEST) on Friday 29 April 2022, unless extended. Kogi Iron reserves the right to vary the closing date without further notice. Shareholders should consider the SPP Booklet in full before deciding whether to participate in the SPP.

For more details about the SPP, including how to apply, please visit our dedicated SPP website:https://spp.kogiiron.com/ or please contact directly Kogi Iron SPP Offer Information Line on 1300 361 735.

Regards,

Craig Hart, Non-Executive Chairman

8 April 2022

Dear Shareholder,

Invitation to Participate in Share Purchase Plan

On 30 March 2022, Kogi Iron Limited (ACN 001 894 033) (Kogi Iron or the Company) announced that it had conducted a placement of 213,375,000 fully paid ordinary shares in the capital of the Company (Shares) at a price of $0.008 per Share, together with one free-attaching listed option (Option) exercisable at $0.02 each up until 30 December 2024, for every two Shares subscribed for and exercisable, to sophisticated, institutional and professional investors, raising approximately $1.7 million (Placement).

The Shares to be issued under the Placement will be issued under the Company's placement capacity pursuant to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A.

In order to provide Eligible Shareholders (defined below) with the ability to participate in the Company's capital raising activities, the Company is pleased to provide details of a Share Purchase Plan (the SPP or the Plan or the Offer).

Under the Plan, Eligible Shareholders will have the opportunity to purchase up to $30,000 worth of Shares at the same price as the Placement, irrespective of the size of their shareholding, without incurring brokerage or transaction costs.

The offer under the Plan (Offer) is intending to raise a target of $3,300,000 and a maximum of $3,600,000 on the terms and conditions (Terms and Conditions) contained in this letter. The Company may elect to accept additional subscriptions or alternatively close the Offer early and/or scale back applications.

Additional information on the Offer, answers to common questions and instructions on how to apply can be accessed at spp.kogiiron.com or by scanning the QR code below:

Shareholders Eligible to Participate in the Plan

Participation under the Plan is optional and is available exclusively to shareholders of the Company who are registered as holders of Shares at 7:00pm (EST) on 29 March 2022 (Record Date) and whose registered address is in Australia or New Zealand (Eligible Shareholders).

Share Purchase Plan

The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to purchase up to $30,000 worth of Shares at an issue price of $0.008 (Price), with one free-attaching listed option (Option) with an exercise price of $0.02 for every two Shares subscribed for and exercisable up to 31 December 2024, being the same price as the Shares and the same Option terms offered to sophisticated and professional investors under the Placement. The Price represents a discount of 11.12% to $0.009, being the volume weighted average market price (VWAP) of the Shares over the last five trading days on which sales in the Shares were recorded before the day on which the Plan was announced.

Whilst the Company intends to raise $3,300,000 under the Plan, the Company reserves the right to accept additional applications subject to shareholder demand and compliance with the ASX Listing Rules. In accordance with the ASX Listing Rules, the maximum number of Shares that can be issued under a share purchase plan is that amount equal to 30% of the Company's existing issued share capital. Accordingly, as at the date of this document the maximum number of Shares which will be issued under this Plan will be 452,310,826 or a maximum of $3.600,000.

Depending on applications received, the Company may, in its absolute discretion, undertake a scale back so that not more than $3,600,000 is raised under the Plan Scale back decisions are made by the Board and are final.

The directors of the Company who are Eligible Shareholders may participate under the Plan.

An application form for the Plan (Application Form) is included in this package.

Current Activities

Details of the Company's current activities are set out in the announcements made by the Company to the ASX and are available from the ASX platform (ASX:KFE), or the Company's website athttps://www.kogiiron.com/.

Use of Funds

The proceeds raised under the Plan and the Placement will be used:

• (a) to fund the next 12-18 months planned work program on the Macro Metals Australian iron ore projects and tenements and the company is ready to proceed with exploration and drilling to define mineral resources and to develop near term production opportunities; and

• (b) as an alternative to drawing down the next $2,000,000 tranche of the funding facility that the Company has in place with Diversified Metals to continue the Agbaja project feasibility study; and

• (c) to potentially restructure Diversified Metal's financing facility and for general working capital purposes.

How much can you invest?

Eligible Shareholders may each apply for a maximum of $30,000 worth of Shares and a minimum of $2,500 worth of Shares under the Plan.

How to accept this Offer

To apply for Shares under the Plan, please follow the instructions on the enclosed personalised Application Form. You can also view and download a copy of the SPP Booklet and Prospectus online atspp.kogiiron.com.

Eligible Shareholders may participate by selecting only one of the following offers to purchase Shares under the Plan:

Total amount payable	Number of Shares which may be purchased
Offer A	$30,000	3,750,000
Offer B	$25,000	3,125,000
Offer C	$20,000	2,500,000
Offer D	$15,000	1,875,000
Offer E	$10,000	1,250,000
Offer F	$5,000	625,000
Offer G	$2,500	250,000

The number of Shares to which you are entitled will be calculated by dividing the subscription amount you have selected by the Price, rounded down.

All payments in accordance with the options set out in your Application Form (Application) must be received by the Closing Date of 29 April 2022. If the exact amount of money is not tendered with your Application, the Company reserves the right to either:

• (d) return your application monies and not issue any Shares to you; or

• (e) issue to you the number of Shares that would have been issued had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you by cheque as soon as possible, without interest.

The Company confirms that if the amount to be refunded is less than the issue price of one Share, being $0.008, it will not be refunded and will be retained by the Company.

Once an Application has been made it cannot be revoked.

Multiple Holdings

The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if an Eligible Shareholder receives more than one Offer (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate of the application amount paid for the Shares the subject of the Application and any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed $30,000.