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A$130 million Placement and Share Purchase Plan

Capital Raise17 February 2026SMIMaterials

GPO Box 1305
Brisbane, QLD4000

T: +61 7 3221 7501

Santana Minerals Ltd

Level 1, 371 Queen St

Brisbane, QLD 4000

ABN 37 161 946 989


17 February 2026


Not for release to US wire services or distribution in the United States


A$130 million Placement to accelerate the Bendigo Ophir Gold

Project and Share Purchase Plan



Santana Minerals Limited (ASX: SMI) (NZX: SMI) (Santana or Company) is pleased to advise that it has

received firm commitments from institutional and sophisticated investors to raise A$130 million via a

placement of approximately 144.4 million fully paid ordinary shares in Santana (New Shares), at $0.90

per New Share (Placement).

The Placement will occur in two tranches with the second tranche being subject to Shareholder

approval to be sought at an upcoming extraordinary general meeting expected to be held in late March

2026 (EGM).

In addition to the Placement, Santana advises it will seek a waiver or Shareholder approval to enable

it to launch a share purchase plan (SPP) at the same price as the Placement to enable all Santana

Shareholders whose registered address is recorded as being in Australia or New Zealand to participate

if they wish. Further information on the Placement and SPP are set out overleaf.

A Shareholders’ meeting will be called as soon as practical to effect these matters.

Damian Spring, Executive Director and CEO of Santana, commented:

"This is a strong show of support for Santana and its proposed development of the Bendigo-Ophir

Gold Project. This placement essentially fills the equity component of funding for the development

with discussions on the remaining debt funding advancing well.

The funds raised will enable us to accelerate our pathway to production by enabling early works

and major equipment deposits to enable an immediate start on receipt of our final resource

consents which are due at the end of October 2026.”

Canaccord Genuity (Australia) Limited and Bell Potter Securities Limited (Joint Lead Managers) acted

as the Joint Lead Managers to the Placement.

Use of Funds:

The funds raised pursuant to the Placement and the SPP (after expenses) will be applied to the

funding of Santana’s share of ongoing and future development costs including:

• accelerating the development of the Bendigo Ophir Gold Project in preparation for a subsequent

Final Investment Decision;

• commencement of early infrastructure civil works to advance project readiness;

• further exploration of high-priority, near-mine and regional targets, including drilling;

ANNOUNCEMENT

ASX:SMI

NZX:SMI








GPO Box 1305

Brisbane, QLD4000

T: +61 7 3221 7501

Santana Minerals Ltd

Level 1, 371 Queen St

Brisbane, QLD 4000

ABN 37 161 946 989

• procurement of long-lead plant and infrastructure items for the Bendigo Ophir Gold Project; and

• general working capital expenses, and the equity financed component of construction and pre-

strip phases in the development.


This announcement is authorised for release by the Board of Directors of Santana Minerals Limited.

Enquiries:

Damian Spring Sam Smith

Exec. Director & CEO Exec. Director & CDO

dspring@santanaminerals.com ssmith@santanaminerals.com










GPO Box 1305

Brisbane, QLD4000

T: +61 7 3221 7501

Santana Minerals Ltd

Level 1, 371 Queen St

Brisbane, QLD 4000

ABN 37 161 946 989

Overview of the Placement:

Santana will issue approximately 144.4 million New Shares to institutional, sophisticated and

professional investors in two tranches, at an issue price of A$0.90 per New Share, to raise A$130

million, with settlement of tranche one of the Placement expected to occur on or before Monday 23

February 2026.

The A$0.90 per New Share issue price represents a 8.6% discount to the last traded price of A$0.985

per share prior to the Placement.

All New Shares issued under the Placement will rank equally with existing shares on issue.

The issue of New Shares under the Placement will utilise approximately 125.5 million New Shares in

accordance with Santana’s placement capacity under ASX Listing Rule 7.1. Approximately 18.9 million

New Shares under the Placement will be issued subject to Shareholder approval at a forthcoming EGM.

Directors will participate in the Placement in the amount of $1.2 million, subject also to Shareholder

approval at the EGM.

Santana will pay a management fee of 2% and a placement fee of 3% of the funds raised under the

Placement to the Joint Lead Managers.

An Appendix 3B for the Placement will be lodged on the ASX and NZX today.

Overview of the SPP:

In addition to the Placement, Santana advises that it intends to offer Shareholders whose registered

address is recorded as being in Australia or New Zealand as at 7:00pm (Sydney time) on Monday, 16

February 2026 (Record Date) (Eligible Shareholders) the opportunity to apply for additional shares

pursuant to the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC

Instrument) (SPP).

Under the SPP, Eligible Shareholders will be entitled to apply for up to A$24,948 worth of new Shares

at the same issue price as the Placement of A$0.90 per share, subject to any scale back and subject to

complying with the terms of the ASIC Instrument.

Specifically, the ASIC Instrument prohibits Santana issuing new shares in accordance with this SPP if

the aggregate subscription amount to be, together with the aggregate amount paid for any other

Santana shares applied for by that Eligible Shareholder or which a custodian has been instructed to

acquire under the SPP on their behalf, or any similar arrangement operated by Santana in the

12 months before the date the application is made, exceeds A$30,000.

Santana undertook a share purchase plan in September 2025 (2025 Share Purchase Plan).

Accordingly, the number of new Shares subscribed by an Eligible Shareholder, or by a custodian on

their behalf, under the current SPP and the 2025 Share Purchase Plan cannot, in aggregate, exceed

A$30,000.

Additionally, as the maximum allotment under the 2025 Share Purchase Plan was A$5,050 worth of

Shares due to scale-back, Santana has capped the amount that Eligible Shareholders can apply for








GPO Box 1305

Brisbane, QLD4000

T: +61 7 3221 7501

Santana Minerals Ltd

Level 1, 371 Queen St

Brisbane, QLD 4000

ABN 37 161 946 989

under the current SPP to A$24,948 so as to avoid Santana incurring the costs of mailing cheques for

amounts received in excess of that which can be applied for under the Instrument.

Further, as exception 5 to Listing Rule 7.2 prohibits Santana from undertaking more than one share

purchase plan in any 12 month period, the offer and issue of Shares pursuant to the SPP is subject to

Santana either obtaining a waiver from ASX or Santana receiving Shareholder approval to the issue of

shares pursuant to the SPP under ASX Listing Rule 7.1 (Shareholder Approval).

All new Shares to be issued under the SPP will rank equally with existing Shares on issue.

As Shareholder Approval may be required to complete the SPP (in the absence of a waiver) the Closing

Date for the SPP has currently been set for 1 April 2026 (Closing Date).

However, subject to the ASX and NZX Listing Rules and the Corporations Act 2001 (Cth), Santana

reserves the right to vary that date and advises that it intends to do so, should the ASX grant the

requested waiver. Accordingly, Eligible Shareholders intending to apply should apply as early as

possible.

Without limiting its discretion pursuant to the terms of the SPP, Santana also advises that in the event

that the SPP is oversubscribed, in considering any necessary scale-back and allocation of shares

Santana will have regard to the extent to which any Eligible Shareholders sell shares prior to the Closing

Date and any Eligible Shareholders who sell such shares are unlikely to receive any allocation under

the SPP.

Further details regarding the SPP to be contained in an offer booklet which is expected to be

dispatched to Eligible Shareholders in the coming week.

An Appendix 3B for the SPP will be lodged on the ASX and NZX today.


Not an offer of securities

This announcement has been prepared for publication in Australia and may not be released to US wire

services or distributed in the United States. This announcement does not constitute an offer to sell, or

a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities

described in this announcement have not been, and will not be, registered under the US Securities Act

of 1933 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.

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