Share Purchase Plan - Offer Booklet

1
Not for release to US wire services or
distribution in the United States
Santana Minerals Limited
ABN 37 161 946 989
Share Purchase Plan
Terms and Conditions
20 August 2025
IMPORTANT NOTICES
These Terms and Conditions have been prepared by the
Company and contain important information. You should read
it carefully and in its entirety before deciding whether to
participate in the SPP.
These Terms and Conditions are not a prospectus under
Chapter 6D of the Corporations Act. The offer of New Shares
under the SPP is made in accordance with Instrument
2019/547 which grants relief from the requirement to issue a
disclosure document for a SPP.
No cooling-off regime applies in relation to the acquisition of
New Shares under the SPP. You cannot withdraw an
application for New Shares once it has been submitted.
The Company will not issue New Shares to an applicant if those
New Shares, either alone or in conjunction with the issue of
New Shares under any other application, would contravene any
law, the ASX Listing Rules or the NZX Listing Rules.
By participating in the SPP, you will be deemed to have
accepted, and will be bound by, these Terms and Conditions.
Participation in the SPP is optional.
Capitalised terms not otherwise defined in these Terms and
Conditions have the meaning given in the Glossary in section
17 of these Terms and Conditions.
No advice or recommendation
The information in these Terms and Conditions is not a
recommendation to accept the SPP Offer, does not constitute
financial advice and has been prepared without taking into
account your particular objectives, financial situation or needs.
If you are in any doubt about whether to participate in the SPP,
you should seek advice from your financial, taxation or other
professional adviser before participating.
Eligible Shareholders should therefore conduct their own
investigations, assessment and analysis of the Company and
its operations and prospects and must base their investment
decision solely on those investigations and that assessment
and analysis.
If, after reading these Terms and Conditions, Eligible
Shareholders have any questions regarding the SPP Offer,
they should contact their financial or other professional adviser
before deciding whether or not to participate in the SPP.
By submitting an application for New Shares under the SPP
(including by making a payment in Australian or New Zealand
dollars), you are accepting the risk that the market price of
Shares may change between the date of the SPP and the Issue
Date. If the market price of the Company’s Shares at the Issue
Date is less than the Issue Price, the value of your investment
in New Shares will be less than the amount you invested under
the SPP. It is possible that up to or after the date you receive
New Shares under the SPP, you may be able to buy Shares on
the ASX or NZX at a lower price than the Issue Price under the
SPP.
Foreign offer restrictions
These Terms and Conditions have been prepared for
publication in Australia and may not be released or distributed
outside Australia or New Zealand.
These Terms and Conditions do not constitute an offer to sell,
or a solicitation of an offer to buy, securities in the United States
or any other jurisdiction. The New Shares have not been, and
will not be, registered under the US Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered or sold in the United States
except in transactions exempt from, or not subject to, the
registration requirements of the US Securities Act and
applicable US state securities laws.
Information for New Zealand investors
The New Shares are not being offered or sold to the public
within New Zealand other than to existing shareholders of the
Company with registered addresses in New Zealand to whom
the offer of New Shares is being made in reliance on the
Financial Markets Conduct (Incidental Offers) Exemption
Notice 2021.
These Terms and Conditions have not been registered, filed
with or approved by any New Zealand regulatory authority
under the FMCA. These Terms and Conditions are not a
product disclosure statement under New Zealand law and is
not required to, and may not, contain all the information that a
product disclosure statement under New Zealand law is
required to contain.
Questions
If you have any questions in relation to how to participate in the
SPP after reading these Terms and Conditions, please contact
the Registry, MUFG Corporate Markets, on 1300 551 378 (from
within Australia) or +61 1300 551 378 (from outside Australia)
between 8.30am to 5.30pm (Sydney time), Monday to Friday
(excluding public holidays) or via
capital.markets.au@cm.mpms.mufg.com.
1 Offer
1.1 As noted in the Chair Letter, Santana Minerals Limited
(Company) recently completed a A$60 million
placement to sophisticated and professional investors
(Placement).
1.2 The Company is now pleased to offer each Eligible
Shareholder the opportunity to purchase up to
A$29,986 worth of New Shares under the SPP, subject
to and in accordance with the terms and conditions set
out below, without incurring brokerage (such offer, the
SPP Offer).
1.3 The SPP Offer opens at 9:00am (Sydney time) on
Wednesday, 20 August 2025 (Opening Date) and
closes at 5:00pm (Sydney time) on Wednesday, 3
September 2025 (or such other date as the Company
determines in its absolute discretion) (Closing Date),
unless extended, withdrawn or closed early by the
Company.
1.4 The SPP Offer is non-renounceable and, therefore,
Eligible Shareholders cannot transfer their right to
purchase New Shares to any third party. An acquisition
by an Eligible Shareholder of additional Shares or a new

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separate holding of Shares before the Closing Date, will
not give rise to any additional right to subscribe for New
Shares under the SPP Offer.
1.5 The SPP Offer to each Eligible Shareholder (whether as
a Custodian or on its own account) is made on the same
terms and conditions.
1.6 Participation in the SPP is entirely voluntary.
1.7 All references to $, A$ or dollars in these Terms and
Conditions are references to Australian dollars unless
otherwise indicated.
2 Important Dates
Event Indicative date
Record Date (the time
that eligibility to
participate in the SPP
was determined)
7:00pm (Sydney
time) on Friday, 8
August 2025
Announcement of SPP
Offer
Monday, 11
August 2025
Opening Date 9:00am (Sydney
time) on
Wednesday, 20
August 2025
Closing Date 5:00pm (Sydney
time) on
Wednesday, 3
September 2025
Announcement of
results of SPP
Monday, 8
September 2025
Issue Date of New
Shares
Tuesday, 9
September 2025
Expected
commencement of
trading of New Shares
on ASX
Tuesday, 9
September 2025
Despatch of holding
statements for New
Shares
Friday, 12
September 2025
Note: This timetable (and each reference in these Terms and
Conditions to a date specified in the timetable) is indicative only
and the Company may, at its discretion, vary any of the above
dates (other than the Record Date) by lodging a revised
timetable with the ASX and NZX. The Company reserves the
right to close the SPP early or to withdraw the SPP, in its sole
and absolute discretion, by lodging an announcement with the
ASX and NZX. The commencement of trading and quotation of
New Shares is subject to ASX and NZX confirmation. All times
referred to in these Terms and Conditions are to Sydney time,
unless otherwise stated.
3 Eligible Shareholders
3.1 You are an Eligible Shareholder who is eligible to
participate in the SPP if you:
(a) were registered on the Register as a holder of
one or more ordinary shares in the Company at
7:00pm (Sydney time) on the Record Date;
(b) have a registered address in either Australia or
New Zealand; and
(c) are not in the United States and are not acting
for the account or benefit of a person in the
United States.
3.2 Eligible Shareholders who are "Custodians" (as defined
in section 4 of Instrument 2019/547 may participate in
the SPP Offer in accordance with sections 4.2 and 5.10.
3.3 The SPP Offer is not made to holders of Shares with a
registered address outside of Australia and New
Zealand. Any shareholders who hold shares on behalf
of persons who are in the United States or who act for
the account or benefit of a person in the United States
are not entitled to participate in the SPP.
4 Joint holders and Custodians
4.1 If two or more persons are registered on the Register as
jointly holding Shares, they are taken to be a single
registered holder of Shares for the purposes of
determining whether they are an Eligible Shareholder,
and a certification given by any of them is taken to be a
certification given by all of them.
4.2 Subject to these terms and conditions, Eligible
Shareholders who are Custodians may participate in the
SPP on behalf of each Eligible Beneficiary on whose
behalf they hold Shares.
4.3 An Eligible Beneficiary is a person:
(a) on whose behalf a Custodian holds Shares as at
the Record Date;
(b) who has a registered address in either Australia
or New Zealand; and
(c) who is not in the United States and is not acting
for the account or benefit of a person in the
United States.
5 Applications for New Shares
5.1 Eligible Shareholders must apply for parcels of New
Shares in the following increments:
(a) A$2,610;
(b) A$4,930;
(c) A$10,150;
(d) A$15,080;
(e) A$20,010;
(f) A$24,940; or
(g) A$29,986.
5.2 Applications must be for a minimum of A$2,610 and a
maximum of A$29,986 worth of New Shares.
5.3 Eligible Shareholders who wish to apply for New Shares
must either:
(a) make a payment for the appropriate amount via
BPAY
®
in accordance with the instructions on
the Application Form or so that it is received prior
to the Closing Date (the Application Form is
available on the Company’s offer website:
https://santana.capitalraisings.com). There is no
need to return your Application Form if making a
payment via BPAY
®
; or

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(b) if you are an Eligible Shareholder with a
registered address in New Zealand and cannot
make your payment via BPAY
®
, you can make a
payment for the appropriate amount via EFT.
Multiple acceptances must be paid separately.
You must quote your unique payment reference
as your payment reference/description when
processing your EFT payment. Failure to do so
may result in your funds not being allocated to
your application and New Shares subsequently
not issued. If you are making a payment via EFT
you will need to return your Application Form to
capital.markets.au@cm.mpms.mufg.com.
5.4 The Issue Price is an Australian dollar amount but you
may apply in New Zealand dollars. If you apply in New
Zealand dollars the Company will convert the New
Zealand dollars received into Australian dollars at the
NZ$:A$ exchange rate published by the New Zealand
Reserve Bank on its website at 7:00pm (New Zealand
time) on the Closing Date. The NZ$:A$ exchange rate
may change between the Opening Date, the date you
apply for New Shares under the SPP, the date your New
Zealand dollars are received by the Company and
7:00pm (New Zealand time) on the Closing Date. There
are risks if, on conversion, you have not provided
sufficient Australian dollars (refer to section 7.8 below).
5.5 The Company will not accept payment by cash, cheque,
bank draft or money order.
5.6 The Application Form will contain a unique identifier in
relation to your holding in the Company and you must
provide this unique identifier when making a payment
using BPAY®.
5.7 If you apply for New Shares by making a payment via
BPAY® or EFT, you are representing to the Company
that the total of the application price for Current and
Previous Plan Purchases does not exceed A$30,000.
5.8 The Company reserves the right, but is not obligated, to
accept applications for New Shares that are received
after the Closing Date.
5.9 Eligible Shareholders who receive more than one offer
under the SPP (for example, because they hold Shares
in more than one capacity or in different registered
holdings) may apply for New Shares under their various
capacities but may not apply for New Shares with an
aggregate value of more than A$29,986.
5.10 If you wish to subscribe for New Shares as a Custodian
for one or more Eligible Beneficiaries, you must also
complete and submit a certificate that complies with
sections 8(3) and (4) of Instrument 2019/547
(Custodian Certificate) before your application will be
accepted. Applications by Custodians that are not
accompanied by a duly completed Custodian Certificate
will be rejected.
5.11 Custodians requiring a Custodian Certificate or further
information on how to apply, should contact the
Registry, MUFG Corporate Markets on 1300 551 378
(within Australia) or +61 1300 551 378 (outside
Australia) between 8.30am to 5.30pm (Sydney time),
Monday to Friday (excluding public holidays) or via
capital.markets.au@cm.mpms.mufg.com. A completed
Custodian Certificate must be emailed to:
capital.markets.au@cm.mpms.mufg.com.
5.12 The Company and its officers and agents may accept or
reject your application for New Shares in whole or in part
at their discretion including, without limitation, if:
(a) your application does not comply with these
terms and conditions;
(b) it appears you are not an Eligible Shareholder;
(c) your BPAY
®
or EFT payment is not received by
the Registry by the Closing Date;
(d) if paying by EFT, you do not quote your unique
payment reference (as set out in your Application
Form) as your payment reference / description
when processing your EFT payment;
(e) if paying by BPAY
®
, you do not quote your
BPAY
®
reference number (as set out in your
Application Form) when processing your
payment;
(f) the Company believes that you are applying to
purchase more than A$29,986 worth of New
Shares in aggregate (including as a result of
Shares you hold directly, jointly or through a
custodian or nominee arrangement) or your
application is not for an amount in the increments
described in section 5.1 (subject to any
exchange rate movements);
(g) payment of the application monies is not
submitted in Australian or New Zealand
currency;
(h) the amount of your BPAY
®
payment or your EFT
payment, after any conversion into Australian
dollars, is not equal to the amount of your
application, in which event the Company will:
(i) refund in full your application monies and
not allot any New Shares to you; or
(ii) allot to you the number of New Shares that
would have been allotted had you applied
for the highest designated amount that is
less than the amount of your payment and
refund to you the excess of your application
monies; or
(i) you are a Custodian and you have not provided
the Registry with a Custodian Certificate; or
(j) your application might prejudice the effective
operation of the SPP or give rise to a breach of
any applicable law or regulation (including any
ASIC instrument or class order).
5.13 Any residual amounts after calculating the number of
New Shares to be allotted and issued to you will be
refunded to you (without interest).
5.14 If you are entitled to a refund of all or any of your
application monies, the refund will be paid to you,
without interest, as soon as practicable by direct credit
to your nominated account (as recorded with the
Registry) or via cheque to the address recorded with the
Registry.
5.15 Notwithstanding any other Terms and Conditions of the
SPP Offer, any difference less than A$5 due to scaling
or rounding will be retained by the Company and not
refunded.
5.16 To facilitate the timely provision of any refunds, Eligible
Shareholders are encouraged to provide their direct
credit details to the Registry via its investor portal at
au.investorcentre.mpms.mufg.com (ASX holders) or
nz.investorcentre.mpms.mufg.com (NZX holders) or via
email at support@cm.mpms.mufg.com.

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6 Issue Price
6.1 The issue price per New Share under the SPP will be
A$0.58 per New Share (Issue Price), being:
(a) a 1.6% discount to the 10-day VWAP of Shares
traded on ASX during the ten trading days on
which sales in Shares were recorded up to
Wednesday, 6 August 2025;
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(b) a 3.3% discount to the 5-day VWAP of Shares
traded on ASX during the five trading days on
which sales in Shares were recorded up to
Wednesday, 6 August 2025; and
(c) the same price at which Shares were issued
under the Placement.
6.2 The current Share price can be obtained from the ASX.
6.3 You agree to pay the Issue Price per New Share for the
number of New Shares determined in accordance with
sections 7.1 and 7.2 or, if there is a scale back, the
number of New Shares calculated under section 10.
6.4 The Issue Price is an Australian dollar amount but you
may apply in New Zealand dollars. If you apply in New
Zealand dollars the Company will convert the New
Zealand dollars received into Australian dollars at the
NZ$:A$ exchange rate published by the New Zealand
Reserve Bank on its website at 7:00pm (New Zealand
time) on the Closing Date. The NZ$:A$ exchange rate
may change between the Opening Date, the date you
apply for New Shares under the SPP, the date your New
Zealand dollars are received by the Company and
7:00pm (New Zealand time) on the Closing Date. There
are risks if, on conversion, you have not provided
sufficient Australian dollars (refer to section 7.8 below).
7 Calculation and issue of New Shares
7.1 If you apply for New Shares under the SPP, you will
apply for a certain value, rather than a certain number,
of New Shares. If your application is accepted, the
Company will divide the value of your application
monies in Australian dollars by the Issue Price in order
to determine the number of New Shares which, subject
to scale back, will be issued to you.
7.2 If you apply in New Zealand dollars for New Shares and
the NZ$:A$ exchange rate varies such that on
conversion of the Australian dollar amount you applied
for:
(a) exceeds A$30,000 (being the maximum limit
under Instrument 2019/547), New Shares
having a total issue price equal to A$29,986,
subject to scale back, will be issued to you and
you will be refunded the excess cash amount;
(b) is below the relevant incremental parcel you
intended to apply for, New Shares having a
total issue price equal to the smaller
incremental parcel, subject to scale back, will
be issued to you and you will be refunded the
excess cash amount (and similarly if the
amount is so high in Australian dollars that you
have applied for the higher incremental number

1
The Company went into a trading halt on Thursday, 7 August 2025
prior to announcing the Placement and SPP.
of New Shares, you will receive that higher
number of New Shares); or
(c) is below the minimum parcel amount of
A$2,610, no New Shares will be issued to you
and you will be refunded the full cash amount.
7.3 If the calculation in sections 7.1 or 7.2 produces a
fractional number, the number of New Shares issued to
you will be rounded down to the nearest whole number
of New Shares.
7.4 New Shares are expected to be issued on Tuesday, 9
September 2025.
7.5 New Shares issued under the SPP will rank equally in
all respects with existing Shares as at the Issue Date.
7.6 The Company will apply to the ASX for quotation of New
Shares. It is anticipated that New Shares will be quoted
on the ASX on or around Tuesday, 9 September 2025.
7.7 The Registry will send holding statements in respect of
the New Shares issued under the SPP on or around
Friday, 12 September 2025.
7.8 There are risks associated with any stock market
investment and we recommend that you obtain your
own independent financial advice in relation to this SPP.
In particular, there is a risk that the Company’s market
price at the time that New Shares are issued will be less
than the Issue Price. If this occurs, the value of your
investment in New Shares will be less than the amount
you invested. In addition, if you pay in New Zealand
dollars, the NZ$:A$ exchange rate may change
between the Opening Date, the date you apply for New
Shares under the SPP and the date your New Zealand
dollars are received by the Company and 7:00pm (New
Zealand time) on the Closing Date. If this occurs, the
value of your investment in New Shares in Australian
dollars may be more or less than the amount you
invested in New Zealand dollars and you may receive
more or less New Shares than you applied for or no New
Shares at all. Accordingly, you should consider price
movements of Shares in the Company and potential
exchange rate movements before applying for New
Shares under this SPP.
7.9 To the maximum extent permitted by law, the Company
and its related bodies corporate and affiliates, and each
of their respective directors, officers, partners,
employees, representatives and agents, disclaim all
liability, including for negligence, for any failure to obtain
any particular exchange rate, or any movements in
exchange rates, when exchanging the New Zealand
dollar Issue Price of New Shares into Australian dollars.
8 Effect of applying to participate
8.1 By making a payment via BPAY
®
or EFT, (on your own
behalf and on behalf of each for whose account you are
acting, if applicable), you:
(a) are deemed to have accepted the SPP Offer and
you irrevocably and unconditionally agree to the
terms and conditions of the SPP and the terms
and conditions of the Application Form and
agree not to do any act or thing that would be

5
contrary to the spirit, intention or purpose of the
SPP;
(b) warrant that all details and statements in your
application are true and complete and not
misleading (including by omission);
(c) agree that your application will be irrevocable
and unconditional (that is, it cannot be
withdrawn);
(d) warrant that you are an Eligible Shareholder and
are eligible to participate in the SPP, and agree
to provide (and if applicable direct your nominee
or Custodian provide) any requested
substantiation of your eligibility to participate in
the SPP and of your holding of Shares on the
Record Date;
(e) acknowledge that no interest will be paid on any
application monies held pending the issue of
New Shares or subsequently refunded to you for
any reason;
(f) acknowledge that the Company and its officers
and agents are not liable for any consequences
of the exercise or non-exercise of discretions
referred to in these Terms and Conditions;
(g) agree to pay the Issue Price per New Share up
to the maximum of:
(i) the value you have selected on the
Application Form; or
(ii) the maximum value of your BPAY
®
or
EFT payment,
after any conversion into Australian dollars (as
determined by the Company in its absolute
discretion);
(h) acknowledge and agree that:
(i) you are not in the United States and are
not acting for the account or benefit of a
person in the United States;
(ii) the New Shares have not been, and will
not be, registered under the US
Securities Act, and accordingly, the New
Shares may not be offered, or sold in the
United States without registration under
the US Securities Act except in a
transaction exempt from, or not subject
to, the registration requirements of the
US Securities Act and any other
applicable US state securities laws;
(iii) you represent and warrant that you have
not sent and will not send any materials
relating to the SPP to any person in the
United States or elsewhere outside
Australia and New Zealand;
(iv) you agree that if in the future you decide
to sell or otherwise transfer the New
Shares you will only do so in "regular
way" transactions on ASX or NZX where
neither you nor any person acting on your
behalf knows, or has reason to know, that
the sale has been pre-arranged with, or
that the purchaser is, in the United
States; and
(v) if you are acting as a trustee, nominee or
Custodian, each beneficial holder on
whose behalf you are participating in the
SPP is resident in Australia or New
Zealand, and you have not sent these
Terms and Conditions, or any materials
relating to the SPP to any person outside
of Australia and New Zealand;
(i) if you are applying for New Shares on your own
behalf (and not as Custodian), acknowledge and
agree that:
(i) you are not applying for New Shares with
an aggregate application price of more
than A$29,986 (including any New
Shares which a Custodian has applied to
purchase on your behalf under the SPP);
(ii) the aggregate application price for the
following does not exceed A$30,000:
(A) the New Shares the subject of the
application;
(B) any other Shares in the same
class as the New Shares issued to
you under an arrangement similar
to the SPP in the 12 months
before the date of issue under the
SPP;
(C) any other Shares in the same
class as the New Shares issued to
a Custodian in the 12 months
before the date of issue under the
SPP as a result of an instruction
given by you to the Custodian or
another Custodian to apply for
Shares on your behalf under an
arrangement similar to the SPP;
and
(D) any other New Shares which you
instruct a Custodian to acquire on
your behalf under the SPP,
even though you may have received
more than one offer under the SPP or
received offers in more than one capacity
under the SPP;
(j) if you are a Custodian and are applying on behalf
of an Eligible Beneficiary on whose behalf you
hold Shares, acknowledge and agree that:
(i) you are a Custodian (as that term is
defined in section 4 of Instrument
2019/547);
(ii) you held Shares on behalf of the Eligible
Beneficiary as at the Record Date who
has instructed you to apply for New
Shares on their behalf under the SPP and
that the Eligible Beneficiary was provided
with a copy of these Terms and
Conditions before giving such instruction;
(iii) you are not applying for New Shares on
behalf of any Eligible Beneficiary with an
aggregate application price of more than
A$29,986 under the SPP; and
(iv) the information in the Custodian
Certificate submitted with your

6
Application Form is true, correct and not
misleading;
(k) accept the risks associated with any refund that
may be dispatched to you by direct credit to your
nominated account (as recorded with the
Registry) or via cheque to the address recorded
with the Registry, including any exchange rate
risks;
(l) agree to be bound by the constitution of the
Company (as amended and as it may be
amended from time to time in the future);
(m) represent that you are in compliance with all
relevant laws and regulations;
(n) acknowledge that the Company may vary the
timetable set out in these Terms and Conditions
(including any specific dates in that timetable) at
its discretion by lodging a revised timetable with
the ASX and NZX;
(o) acknowledge that the market price of Shares
may rise or fall between the date of the SPP
Offer and the Issue Date and that the Issue Price
you pay for New Shares may exceed the market
price of Shares on the Issue Date;
(p) if you are making payment in New Zealand
dollars, acknowledge that the NZ$:A$ exchange
rate may change between the Opening Date, the
date you apply for New Shares under the SPP,
the date your New Zealand dollars are received
by the Company and 7:00pm (New Zealand
time) on the Closing Date and the payment in
Australian dollars may be more or less than you
intend;
(q) acknowledge that there are risks associated with
acquiring and holding Shares;
(r) acknowledge that none of the Company or its
subsidiaries or their respective directors,
officers, employees, agents and advisers has
provided you with any financial product or
investment advice or taxation advice in relation
to the SPP, or has any obligation to provide such
advice;
(s) authorise the Company and its officers and
agents to do anything on your behalf necessary
for New Shares to be issued to you in
accordance with these Terms and Conditions;
(t) acknowledge that the Company may at any time
and in its absolute discretion determine that your
application is valid, in accordance with the terms
and conditions of the SPP, even if the
Application Form is incomplete, contains errors
or is otherwise defective;
(u) declare that you are at least 18 years of age and
have full legal capacity and power to perform all
your rights and obligations in respect of the SPP
Offer;
(v) authorise the Company and its officers and
agents to correct minor or easily rectified errors
in, or omissions from, your Application Form and
to complete the Application Form by the insertion
of any missing minor detail;
(w) represent that you are in compliance with all
relevant laws and regulations (including, without
limitation, section 1043A of the Corporations
Act (insider trading) and laws and regulations
designed to restrict terrorism financing and/or
money laundering; and
(x) represent that you are not a “designated
person” or “designated entity” (or other like
term) for the purpose of any domestic or
international law or regulation implementing
United Nations sanctions.
9 ASIC and FMCA Relief
9.1 This offer of New Shares under the SPP is made in
accordance with Instrument 2019/547 which grants
relief from the requirement to prepare a disclosure
document for the SPP subject to certain terms and
conditions.
9.2 This offer of New Shares to New Zealand investors is
made in reliance of clause 5 of the Financial Markets
Conduct (Incidental Offers) Exemption Notice 2021,
which grants relief from the requirement to prepare a
disclosure document for the SPP by an overseas listed
entity to existing shareholders as at Record Date,
subject to certain terms and conditions.
9.3 The Company will not issue New Shares to an
applicant if those New Shares, either alone or in
conjunction with the issue of New Shares under any
other application, would contravene Instrument
2019/547, the FMCA and any other applicable law, the
ASX Listing Rules or the NZX Listing Rules.
10 Scale back
10.1 The Company is targeting to raise up to a maximum of
A$3 million (before costs) under the SPP. The SPP is
not underwritten and there is no guarantee that the
Company will raise the targeted amount. The Company
will, in its absolute discretion, undertake a scale back of
applications for New Shares to the extent required, with
a focus on proportionality to underlying holdings as at
the Record Date (but without limiting the Company’s
discretion, also taking into account, among other
factors, the number of Eligible Shareholders
participating or the number of New Shares applied for
under the SPP).
10.2 If there is a scale back, you may receive less than the
parcel of New Shares for which you have applied.
10.3 If a scale back produces a fractional number of New
Shares when applied to your parcel, the number of New
Shares you will be allotted will be rounded down to the
nearest whole number of New Shares.
10.4 If there is a scale back, the difference between the
Australian dollar application monies received from you,
and the number of New Shares allocated to you
multiplied by the Issue Price, will be refunded to you,
without interest.
10.5 Notwithstanding any other Terms and Conditions of the
SPP Offer, any difference less than A$5 due to scaling
or rounding will be retained by the Company and not
refunded.
10.6 If you paid in New Zealand dollars, the NZ$:A$
exchange rate may change between the Opening Date,
the date you apply for New Shares under the SPP, the
date your New Zealand dollars are received by the
Company and 7:00pm (New Zealand time) on the
Closing Date. If this occurs, the amount refunded to you

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following a scale back may be more or less than the
amount you invested in New Zealand dollars.
11 Dispute resolution
11.1 The Company may settle, in any manner it deems
appropriate, any difficulties, anomalies or disputes
which may arise in connection with, or by reason of, the
operation of the SPP whether generally or in relation to
any participant or any application for New Shares, and
its decision shall be conclusive and binding on all
participants and other persons to whom the
determination relates.
11.2 The powers of the Company under these terms and
conditions may be exercised by the directors of the
Company or any delegate or representative of them.
12 Variation and termination
12.1 Subject to compliance with the ASX Listing Rules and
the NZX Listing Rules, the Company reserves the right
at any time to:
(a) amend or vary these terms and conditions;
(b) waive strict compliance with any provision of
these terms and conditions;
(c) withdraw or not proceed with the SPP Offer or
suspend or terminate the SPP;
(d) vary the timetable for the SPP, including, without
limitation, the Closing Date; or
(e) not accept an application, not issue New Shares,
or issue New Shares to a value less than that
applied for under the SPP by an Eligible
Shareholder (including a Custodian applying on
behalf of one or more Eligible Beneficiaries).
12.2 Any such amendment, variation, waiver, suspension,
withdrawal, non-acceptance or termination will be
binding on all Eligible Shareholders even where the
Company does not notify you of that event.
12.3 If the SPP is withdrawn or terminated, all application
monies will be refunded. No interest will be paid on any
money returned to you.
13 Privacy policy
13.1 Chapter 2C of the Corporations Act requires information
about a securityholder (including your name, address,
and details of the securities you hold) to be included in
the public register of the entity in which you hold
securities. This information must continue to be
included in the public register if you cease to be a
securityholder.
13.2 The Company and the Registry may collect personal
information to process your application, implement the
SPP and administer your holding of Shares. The
personal information contained in the Register is also
used to facilitate payments and corporate
communications (including financial results), annual
reports and other information to be communicated to
holders of Shares), and to ensure compliance with legal
and regulatory requirements, including Australian
taxation laws and the Corporations Act.
13.3 Your personal information may be disclosed to joint
investors, the Registry, securities brokers, third party
service providers (including print and mail service
providers, technology providers and professional
advisers), related entities of the Company and its agents
and contractors, the ASX and the NZX and other
regulatory authorities, and in any case, where
disclosure is required or allowed by law (which may
include disclosures to the Australian Taxation Office
and other government or regulatory bodies or where you
have consented to the disclosure). In some cases, the
types of organisations referred to above to whom your
personal information may be disclosed may be located
overseas.
13.4 The Registry’s privacy policy is available on their
website:
https://au.investorcentre.mpms.mufg.com/OpenAccess
/Privacy. Please contact the Company Secretary for
the Company’s privacy policy.
14 Costs of participation
14.1 The Company will not charge any brokerage,
commissions, or other transaction costs in respect of the
application for, and allotment of, New Shares under the
SPP.
14.2 None of the Company or its subsidiaries or their
respective directors, officers, employees, agents and
advisers makes any representations or warranties
about, and accepts no responsibility for, the liability of
Eligible Shareholders to pay tax in respect of any issue
of New Shares, payment or other transaction under the
SPP.
15 Underwriting
15.1 The SPP is not underwritten.
16 Governing law
16.1 These terms and conditions are governed by the laws in
force in Queensland, Australia. Any dispute arising out
of, or in connection with, these terms and conditions, or
the SPP Offer, will be determined by the courts of
Queensland. By accepting the SPP Offer, you agree to
submit to the non-exclusive jurisdiction of the courts in
Queensland. Other terms and conditions, and rights and
obligations in respect of Shares, are contained in the
constitution of the Company.
16.2 The terms and conditions of the SPP prevail to the
extent of any inconsistency with the Application Form.
17 Glossary
In these Terms and Conditions, the following terms have the
meaning set out below:
$ or A$ means Australian dollars.
Application Form means the personalised application form
relating to the SPP which has been provided to Eligible
Shareholders or is available to view from the Company’s offer
website: https://santana.capitalraisings.com. This may include
a deemed application form on the same terms where a valid
payment is made via BPAY
®
or EFT in Australian or New
Zealand dollars.
ASIC means Australian Securities and Investments
Commission.
ASX means ASX Limited (ACN 008 624 691) or the market
operated by it, as the context requires.
ASX Listing Rules means the official listing rules of ASX.
Board means the board of directors of the Company.

8
Business Day means a business day in Perth, Western
Australia.
Closing Date has the meaning given in section 1.3 of these
Terms and Conditions.
Company means Santana Minerals Limited (ABN 37 161 946
989).
Corporations Act means the Corporations Act 2001 (Cth).
Current and Previous Plan Purchases has the meaning
given in Instrument 2019/547.
Custodian means a custodian as defined in paragraph 4 of
Instrument 2019/547.
Custodian Certificate has the meaning given in 5.10 of these
Terms and Conditions.
EFT means Electronic Funds Transfer.
Eligible Beneficiary has the meaning given in section 4.3 of
these Terms and Conditions.
Eligible Shareholders means a shareholder of the Company
eligible to participate in the SPP Offer in accordance with
section 3 of these Terms and Conditions.
FMCA means the Financial Markets Conduct Act 2013.
Instrument 2019/547 means ASIC Corporations (Share and
Interest Purchase Plans) Instrument 2019/547.
Issue Date means the date on which New Shares are issued
under the SPP (currently expected to be Tuesday, 9 September
2025).
Issue Price has the meaning given in section 6.1 of these
Terms and Conditions.
New Shares means Shares in the Company to be issued in
accordance with the SPP Offer.
NZX means NZX Limited (NZBN 9429036186358) or the
market operated by it, as the context requires.
NZX Listing Rules means the official listing rules of NZX.
Opening Date has the meaning given in section 1.3 of these
Terms and Conditions.
Placement has the meaning given in section 1.1 of these
Terms and Conditions.
Record Date means the date that eligibility to participate in the
SPP is determined, being 7:00pm (Sydney time) on Friday, 8
August 2025.
Register means the member’s register of the Company’s
Shareholders maintained by the Registry.
Registry means the Company security registry, being MUFG
Corporate Markets (AU) Limited.
Share Purchase Plan or SPP means this share purchase plan
being offered to Eligible Shareholders under these Terms and
Conditions.
Share means a fully paid ordinary share in the Company.
SPP Offer has the meaning given in section 1.2 of these Terms
and Conditions.
Terms and Conditions means these terms and conditions.
US Securities Act means the US Securities Act of 1933.
VWAP means volume weighted average price.