Announcement PDF ASX ANNOUNCEMENT 13 November 2023 Not for release to US wire services or distribution in the United States Delta to raise ~A$70 million via fully-underwritten Accelerated Non-Renounceable Entitlement Offer Highlights: • Delta Lithium to raise approximately $70.2 million via an accelerated non-renounceable entitlement offer. • Proceeds from the Entitlement Offer to ensure that Delta Lithium is: o well-funded for expanded drilling programs at both the Mt Ida Lithium Project in the Goldfields region, and the Yinnetharra Lithium Project in the Gascoyne region, of Western Australia; and o fully funded through to the delivery of a scoping study at Yinnetharra as well as a Definitive Feasibility Study and a Final Investment Decision at Mt Ida, expected in late-2024. • Major shareholders Mineral Resources Limited and Hancock Prospecting Pty Ltd, representing ~ 22% of Delta Lithium’s existing and outstanding shares, have indicated that they intend to take up their full entitlements, which together will account for approximately $15.4 million of the Entitlement Offer. • The Entitlement Offer is fully-underwritten by Mineral Resources Limited (ASX:MIN)1. Delta Lithium Limited (ASX:DLI) (“Delta”, "Delta Lithium" or the “Company”), is pleased to announce that it is undertaking a fully-underwritten1 accelerated non-renounceable entitlement offer to eligible shareholders on the basis of two (2) shares for every seven (7) existing shares to raise approximately $70.2 million (before costs) (“Entitlement Offer”). The Entitlement Offer will comprise the issue of approximately 152.5 million new fully paid ordinary shares in Delta (“New Shares”) at an offer price of $0.46 ("Offer Price") per New Share, which represents a: • • • • 11.5% discount to last traded price of shares of $0.52 on 10 November 2023; 9.2% discount to the theoretical ex-rights price (“TERP”)2 of $0.507 per share; 17.0% discount to the 5-day volume weighted average price of shares up to and including 10 November 2023; and 19.3% discount to the 10-day volume weighted average price of shares up to and including 10 November 2023. The Entitlement Offer comprises: • • an accelerated institutional component open to eligible institutional shareholders to be conducted from Monday, 13 November 2023 to Tuesday, 14 November 2023 (Institutional Entitlement Offer); and a retail component open to eligible retail shareholders in Australia or New Zealand anticipated to be conducted from Monday, 20 November 2023 to Monday, 4 December 2023 (unless extended) (Retail Entitlement Offer). The offer ratio and Offer Price for New Shares under the Retail Entitlement Offer are the same as for the Institutional Entitlement Offer. 1 Refer to Appendix D of the Investor Presentation for a description of the terms and conditions of the Underwriting Agreement. Mineral Resources will not participate in the institutional bookbuild or institutional or retail top-up facility. 2 TERP is the theoretical ex-rights price at which New Shares should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which New Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal TERP. ASX ANNOUNCEMENT 13 November 2023 The proceeds from the Entitlement Offer will be used to rapidly develop Mt Ida through to Final Investment Decision stage. The completion of the feasibility study will also include licensing and approvals associated with mine development activities. In addition, there will be drill campaigns to further define the Mineral Resource estimate in addition to the regional exploration. A camp upgrade is being conducted currently with a road and water infrastructure upgrade planned. At Yinnetharra a significantly enhanced exploration program will be conducted. The program will include over 2,000 holes across the Yinnetharra prospects, including Jamesons once heritage clearance surveys have been completed. This broadened program will see drill rigs increase from three to eight. The expanded exploration plan will assist in delivering an initial Scoping Study at Yinnetharra and look to grow and upgrade the maiden Mineral Resource Estimate to be delivered later this quarter. The Company has entered into an underwriting agreement with Mineral Resources Limited (ASX:MIN) (Mineral Resources or Underwriter) and the Joint Lead Managers (defined below) pursuant to which Mineral Resources has agreed to fully underwrite the Entitlement Offer (Underwriting Agreement), subject to the terms of the underwriting agreement.1 No fees are payable to Mineral Resources in connection with the Underwriting Agreement. Bell Potter Securities Limited and Canaccord Genuity (Australia) Limited are acting as joint lead managers (Joint Lead Managers) to the Entitlement Offer. Further details of the Entitlement Offer are detailed in the investor presentation released on the ASX platform today (Investor Presentation). Commenting on the Entitlement Offer, Delta’s Managing Director, James Croser said: “The equity raising will provide Delta with greater financial flexibility to accelerate development at both Mt Ida and Yinnetharra. In particular, the additional funds will allow us to significantly increase drilling activities at both projects and ensure the Company is funded through key milestones over the next 15 months, including delivery of a scoping study at Yinnetharra and a final investment decision on the Mt Ida concentrate project. We are delighted that Mineral Resources and Hancock Prospecting have both shown their support by indicating their intention to take up their entitlements, which reflects the quality of our projects and their potential to deliver significant value for our shareholders.” Entitlement Offer Structure Under the Entitlement Offer, eligible shareholders are invited to subscribe for two (2) New Shares for every seven (7) existing Delta shares held (Entitlement). The Entitlement Offer is non-renounceable, and Entitlements will not be tradable or otherwise transferable. Eligible shareholders who do not take up their Entitlement under the Entitlement Offer in full or in part, will not receive any value with respect to those Entitlements not taken up. New Shares issued under the Entitlement Offer will be fully paid and will rank equally with existing Delta shares at the time of issue. Institutional Entitlement Offer Institutional shareholders with a registered address in Australia, Canada (British Columbia, Ontario and Quebec), European Union (incl. Germany, France, Luxembourg, Netherlands, Sweden), New Zealand, Switzerland, Hong Kong, Singapore, the United Kingdom or the United States (Eligible Institutional Shareholders) will be invited to participate in the Institutional Entitlement Offer. ASX ANNOUNCEMENT 13 November 2023 Eligible Institutional Shareholders can choose to take up all, or part or none of their Entitlement under the Institutional Entitlement Offer. New Shares not taken up by Eligible Institutional Shareholders under the Institutional Entitlement Offer will be offered at the Offer Price to Eligible Institutional Shareholders who applied for New Shares in excess of their Entitlement, up to a maximum amount of 100% of their Entitlement (subject to compliance with applicable laws and to the terms of the Institutional Entitlement Offer) (Institutional Top Up Facility). The availability of additional New Shares under the Institutional Top Up Facility will be limited to the Entitlements attributable to Eligible Institutional Shareholders who do not take up their Entitlements. In the event it is necessary to scale back applications for additional New Shares (where there are more applications for additional New Shares than there is shortfall under the Institutional Entitlement Offer) then the scale back will be on a pro rata basis, based on the institutional Entitlements. Any New Shares not allocated to Eligible Institutional Shareholders under the Institutional Entitlement Offer (including the Institutional Top Up Facility) will be allotted to certain other institutional investors under a bookbuild process to be managed by the Joint Lead Managers, with the balance to thereafter be allocated the Underwriter in accordance with the Underwriting Agreement.1 Delta's shares will remain in a trading halt pending completion of the Institutional Entitlement Offer. Retail Entitlement Offer Retail shareholders with a registered address in Australia or New Zealand as at 4.00pm (AWST) on Wednesday, 15 November 2023 (Record Date) (Eligible Retail Shareholders) will be invited to participate in the Retail Entitlement Offer. Eligible Retail Shareholders can choose to take up all, or part or none of their Entitlement under the Entitlement Offer. The Retail Entitlement Offer will be made under a retail offer booklet (Retail Entitlement Offer Booklet). The Retail Entitlement Offer Booklet will be dispatched to Eligible Retail Shareholders, along with accompanying personalised entitlement and acceptance forms, on Monday, 20 November 2023. Eligible Retail Shareholders who take up their Entitlements in full may also apply for additional New Shares in excess of their Entitlements at the Offer Price up to a maximum amount of 100% of their Entitlement (subject to compliance with applicable laws and to the terms of the Retail Entitlement Offer) (Retail Top Up Facility). The availability of additional New Shares under the Retail Top Up Facility will be limited to the Entitlements attributable to Eligible Retail Shareholders who do not take up their Entitlements. In the event it is necessary to scale back applications for additional New Shares (where there are more applications for additional New Shares than there is shortfall under the Retail Entitlement Offer) then the scale back will be on a pro rata basis, based on the retail Entitlements. Any New Shares not allocated to Eligible Retail Shareholders under the Retail Entitlement Offer (including the Retail Top Up Facility) will be allocated to the Underwriter in accordance with the Underwriting Agreement.1 Nominee The Company has appointed Bell Potter Securities Limited (Nominee) to act as a nominee for the purposes of section 615 of the Corporations Act 2001 (Cth), who will arrange for the sale of New Shares under the Entitlement Offer which would otherwise have been available to ineligible shareholders and remit any net proceeds (i.e. sale proceeds less brokerage and costs) from the sale of those New Shares to those ineligible shareholders. There is no guarantee that any proceeds will be realised from the sale of the entitlements that would otherwise have been offered to ineligible shareholders. ASX ANNOUNCEMENT 13 November 2023 Key shareholder support Mineral Resources Limited and Hancock Prospecting Pty Ltd, who collectively hold 22% of the Company’s existing and outstanding shares, have indicated that they intend to take up their full entitlement, representing approximately $15.4 million of the gross proceeds of the Entitlement Offer. In addition, all directors of Delta who are shareholders have indicated they intend to participate in the Entitlement Offer. As detailed above, Mineral Resources has also agreed to fully underwrite the Entitlement Offer, subject to the terms of the Underwriting Agreement. If no eligible shareholder participates in the Entitlement Offer, then this may result in Mineral Resources Limited, together with its associates, increasing its ultimate voting power in Delta up to a maximum of approximately 35.8%. Please refer to the Company's cleansing notice lodged with ASX today for further details on control. Indicative Timetable Further details of the Entitlement Offer timetable are outlined below: Event Date Trading halt and announcement of the Entitlement Offer Monday, 13 November 2023 Institutional Entitlement Offer opens Monday, 13 November 2023 Institutional Entitlement Offer closes Tuesday, 14 November 2023 Announcement of results of the Institutional Entitlement Offer Trading Halt lifted and Delta shares recommence trading on ASX on an “ex-Entitlement basis” Wednesday, 15 November 2023 Record Date for determining Eligible Retail Shareholders Wednesday, 15 November 2023 at 4.00pm (AWST) Retail Entitlement Offer Booklet dispatched Retail Entitlement Offer opens Monday, 20 November 2023 Settlement of New Shares under the Institutional Entitlement Offer Monday, 20 November 2023 Issue and commencement of trading of New Shares issued under the Institutional Entitlement Offer Tuesday, 21 November 2023 Retail Entitlement Offer closes Monday, 4 December 2023 at 2.00pm (AWST) Announcement of results of Retail Entitlement Offer Thursday, 7 December 2023 Settlement of New Shares under the Retail Entitlement Offer Friday, 8 December 2023 Issue of New Shares under the Retail Entitlement Offer Monday, 11 December 2023 Commencement of trading of New Shares issued under the Retail Entitlement Offer Tuesday, 12 December 2023 Note: This timetable is indicative only and may be subject to change without notice to, or consultation with, you. The Company reserves the right to amend any or all of these dates and times subject to the Corporations Act 2001 (Cth), the ASX Listing Rules (Listing Rules) and other applicable laws. In particular, the Company reserves the right to extend the closing date for the Institutional Entitlement Offer or the Retail Entitlement Offer, to accept late applications under the Institutional Entitlement Offer or the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Institutional Offer or the Retail Entitlement Offer without prior notice. Any extension of the closing date for the Institutional Offer or the Retail Entitlement Offer will have a consequential effect on the allotment date of New Shares. The Company also reserves the right not to proceed with the Entitlement Offer in whole or in part at any time prior to allotment and issue of the relevant New Shares. In that event, the relevant application monies (without interest) must be returned in full to applicants. ASX ANNOUNCEMENT 13 November 2023 Additional details Additional information regarding the Entitlement Offer is in the Investor Presentation. The Investor Presentation contains important information that shareholders should consider, including information about the risk factors, underwriting arrangements and foreign selling restrictions relating to the Entitlement Offer. If you have any questions in relation to the Entitlement Offer, please contact the Delta Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) from 5:30am to 2:00pm (Perth time), Monday to Friday during the Entitlement Offer period. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser. Lisle Group acted as Corporate Adviser and Thomson Geer acted as Legal Adviser to Delta Lithium. Release authorised by the Board of Delta Lithium Limited. For further information, please contact: Delta Lithium James Croser, Managing Director Peter Gilford, CFO & Company Secretary +61 8 6109 0104 info@deltalithium.com.au Investor/Media Enquiries Citadel-MAGNUS Michael Weir +61 402 347 032 Jono van Hazel +61 411 564 969 About Delta Lithium Delta Lithium (ASX: DLI) is an exploration and development company focused on bringing high-quality, lithium-bearing pegmatite deposits, located in Western Australia, into production. With a strong balance sheet and an experienced team driving the exploration and development workstreams, Delta Lithium is rapidly advancing its Mt Ida Lithium Project towards production. The Mt Ida Lithium Project holds a critical advantage over other lithium developers with existing Mining Leases and an approved Mining Proposal. To capitalise on the prevailing buoyant lithium market, Delta Lithium is pursuing a rapid development pathway to unlock maximum value for shareholders. Delta Lithium also holds the highly prospective Yinnetharra Lithium Project that is already showing signs of becoming one of Australia’s most exciting lithium regions. The Company is currently undergoing an extensive 400 drill hole campaign to be completed throughout 2023. Competent Person's Statement The Mineral Resource estimates reported in this announcement have been previously prepared and disclosed by Delta Lithium in accordance with the JORC Code. The information in this announcement that relates to mineral resource estimates are extracted from Delta's ASX announcement dated 19 October 2022 and entitled “Maiden Lithium Mineral Resource Estimate at Mt Ida“, and for which the consents of the Competent Persons, Ms Justine Tracey and Mrs Christine Standing, were obtained and the 3 October 2023 entitled “Mt Ida Lithium Project Mineral Resource Estimate upgrade”, and for which the consent of the Competent Persons, Ms Susan Havlin and Dr Andrew Scogings was obtained. The Company confirms that it is not aware of any new information or data that materially affects the information included in these market announcements. The Company confirms that the form and content in which the Competent Person’s findings are presented here have not been materially modified from the original market announcements, and all material assumptions and technical parameters underpinning Mineral Resource Estimates in the relevant market announcement continue to apply and have not materially changed. Refer to www.deltalithium.com.au for details on Mineral Resource estimates. Important Information This announcement is not a prospectus or offering document under Australian law or under any other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any securities in the Company in any jurisdiction. This announcement does not constitute financial product advice and does not and will not form part of any contract for the acquisition of securities in the Company. This announcement (including an electronic copy) may not be released to US wire services or distributed in the United States and it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or the securities laws of any state or other jurisdictions of the United States. The securities referred to in this announcement may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. ASX ANNOUNCEMENT 13 November 2023 The distribution of this announcement (including an electronic copy) in the United States and elsewhere outside Australia may be restricted by law. If you come into possession of this announcement, you should observe such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws. By accessing this announcement you represent and warrant that you are entitled to receive such announcement in accordance with these restrictions and agree to be bound by the limitations contemplated by them. The content of this announcement is not, and should not be considered as, a securities recommendation or financial product advice. The information in this announcement is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. Before acting on the information, you should consider the appropriateness of the information, having regard to your objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your stockbroker, accountant, taxation adviser, financial adviser or other professional adviser. Forward looking statements No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statement in this announcement, or any events or results expressed or implied in any forward-looking statement. These statements can generally be identified by the use of words such as "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "could", "may", "target", "predict", "guidance", "plan" and other similar expressions. Such forward-looking statements are not guarantees of future performance and are by their nature subject to significant uncertainties, risks and contingencies. Actual results or events may differ materially from any expressed or implied in any forward-looking statement and deviations are both normal and to be expected. Past performance is not a reliable indicator of future performance. Except as required by law or regulation (including the Listing Rules), the Company undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Own enquiries Investors should make and rely upon their own enquiries before deciding to acquire or deal in Delta’s securities. Involvement of the Joint Lead Managers and the Underwriter None of the Joint Lead Managers, the Underwriter nor their related bodies corporate and affiliates, and each of its respective officers, directors, partners, employees, consultants, contractors, agents and advisers (Beneficiaries), have authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this announcement and nor do they make any recommendation as to whether any potential investor should participate in the Entitlement Offer. There is no statement in this announcement which is based on any statement made by the Joint Lead Managers, the Underwriter or any other Beneficiary. To the maximum extent permitted by law, the Joint Lead Managers, the Underwriter and the Beneficiaries expressly disclaim all liabilities (including for fault, negligence, or negligent misstatement) in respect of, and take no responsibility for, any part of this announcement, and make no representation or warranty (whether express or implied) regarding any part of this announcement, including as to the fairness, currency, accuracy, timeliness, reliability or completeness of any information in this announcement (including the accuracy, likelihood of achievement or reasonableness of any forecast returns, yields, future income or other statements in relation to future matters nor that the Information or this website contains all material information about Delta or which a prospective investor may require in evaluating a possible investment in Delta). None of the Joint Lead Managers, the Underwriter nor the Beneficiaries make any recommendation as to whether any potential investor should participate in the Entitlement Offer. Further, none of the Joint Lead Managers, the Underwriter or the Beneficiaries accept any fiduciary obligations to or duty of care to or relationship with any investor or potential investor in connection with the Entitlement Offer or otherwise, and by accessing this announcement each recipient expressly disclaims any such fiduciary relationship and agrees that it is responsible for making its own independent judgements with respect to the Entitlement Offer and any other transaction or other matter arising in connection with this announcement. The Joint Lead Managers, the Underwriter and the Beneficiaries may, from time to time, have interests in the new securities under the Entitlement Offer or other securities of Delta, including providing corporate advisory or other financial advisory services to Delta and/or managing the offering of such New Shares under the Entitlement Offer. Further, they may have long or short positions in, act as market maker or buy or sell those securities or associated derivatives as principal or agent. Such persons may receive fees or other benefits for engaging in these activities. A Beneficiary may act as a lender and/or counterparty to Delta or its affiliates and may or now in the future provide financial accommodation or services to Delta or its affiliates. Determination of eligibility of investors Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Delta and/or the Joint Lead Managers. To the maximum extent permitted by law, Delta, the Joint Lead Managers, and the Beneficiaries each disclaim any duty or liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) in respect of the exercise of that discretion or otherwise. The Joint Lead Managers may rely on information provided by or on behalf of institutional investors in connection with managing, conducting or underwriting the Entitlement Offer without the Joint Lead Managers or the Beneficiaries having independently verified that information and the Joint Lead Managers and the Beneficiaries do not assume responsibility for the fairness, currency, accuracy, timeliness, reliability or completeness of the information (including the accuracy, likelihood of achievement or reasonableness of any forecast returns, yields, future income or other statements in relation to future matters nor that the Information or this website contains all material information about Delta or which a prospective investor may require in evaluating a possible investment in Delta).