Zeus Resources Announces $3 Million Capital Placement to Acquire Diaguili Copper-Gold Project

Details of Capital Placement and Shareholder Approval Schedule

Zeus Resources has initiated a placement to raise capital by issuing securities, subject to shareholder approval on 28 August 2026. The proposed issuance date is 30 July 2026, contingent on regulatory and shareholder consent. The placement consists of 500 million ordinary fully paid shares priced at AUD 0.006 each and 166,666,667 options expiring on 12 December 2027. The shares are issued for cash consideration, while the options are attached with nil consideration.

The approval meeting scheduled for 28 August 2026 allows shareholders to evaluate the capital raise’s benefits. Although ASX Listing Rule 7.1 permits issuing up to 10% of issued capital without approval, this placement requires explicit shareholder consent. The planned issue date of 30 July 2026 reflects management’s intent to deploy capital promptly once approvals are secured.

Strategic Acquisition of the Diaguili Copper-Gold Project

The capital raised will primarily fund the acquisition of the Diaguili Copper-Gold Project, marking a significant expansion in Zeus Resources’ exploration and development portfolio. The acquisition is structured with staged payments over 24 months, issuing 166,666,667 consideration shares to the vendor in four tranches. This phased payment approach aligns capital outflows with project milestones and mitigates immediate cash impact.

Consideration shares will be priced based on the 10-day volume-weighted average price (VWAP) prior to each tranche issuance, ensuring fair market value for both parties. Using shares instead of cash preserves working capital for operations while granting the vendor equity participation in Zeus Resources’ future growth.

Capital Raise Structure and Lead Manager Engagement

GBA Capital Pty Ltd serves as lead manager and broker for the placement, earning a 6% commission on proceeds plus one option for every six shares issued. This compensation aligns their interests with successful capital raising and offers additional equity incentives through options. The 6% fee aligns with market standards for Australian junior resource sector placements.

The options granted to GBA Capital form a substantial part of their remuneration, linking their long-term interests to the company’s share price performance. Issuing options instead of cash fees helps Zeus Resources conserve working capital while providing potential upside to the lead manager. The nil consideration for attaching options reflects their role as incentive instruments rather than purchased securities.

Security Ranking and Issuance Details

The newly issued ordinary shares will rank equally with existing shares from the issue date, ensuring new investors receive identical voting rights, dividends, and shareholder benefits. This maintains fairness and transparency within the capital structure. The shares belong to an existing class already quoted on the ASX, with the placement increasing the total shares outstanding.

The 166,666,667 options expiring on 12 December 2027 are also part of an existing class, providing holders the right to subscribe for ordinary shares at a set exercise price before expiry. These options offer new investors potential additional equity participation if exercised.

Supporting General Working Capital and Operational Needs

Beyond funding the Diaguili acquisition, the capital raised will support Zeus Resources’ general working capital requirements. This includes maintaining liquidity, financing exploration activities, covering administrative costs, and enabling pursuit of further development opportunities. Allocating funds to working capital underscores management’s commitment to financial flexibility during acquisition and integration phases.

For resource exploration companies, working capital is critical to manage operational expenses during exploration before production. This capital raise provides Zeus Resources with the financial runway to execute strategic goals while balancing acquisition and operational cash flow demands, reflecting a balanced capital allocation approach.

Staged Issuance of Consideration Shares and Vendor Terms

The acquisition agreement involves issuing 166,666,667 consideration shares to the Diaguili Project vendor in four stages over 24 months. Of the total 500 million shares issued under the placement, a portion is allocated as consideration shares issued over the acquisition timeline. These shares are valued based on the placement price of AUD 0.006, serving as a baseline for vendor settlement.

The exact number of shares issued at each stage will be adjusted according to the 10-day VWAP prior to each issuance, introducing a price adjustment mechanism. This protects Zeus Resources from overpayment if share prices rise while allowing the vendor to benefit from share price appreciation. The four-stage structure may also link payments to acquisition milestones or project development targets as outlined in the 23 July 2026 announcement.

Restricted Securities and Voluntary Escrow Commitments

Securities issued under the placement will be subject to restricted trading arrangements under ASX Listing Rules, imposing trading restrictions for a defined period. These restrictions protect existing shareholders by preventing immediate resale and reducing share price volatility. The terms ensure capital raised is used for intended purposes rather than rapid liquidation.

Additionally, voluntary escrow arrangements will apply, whereby holders agree to limit disposal or encumbrance of securities for a specified timeframe. These escrow commitments demonstrate management and major investors’ confidence in the company’s direction and alleviate market concerns over dilution from early selling by placement participants.

Compliance with Listing Rules and Related Party Transaction Disclosures

Zeus Resources confirmed that a party covered under ASX Listing Rule 10.11 is participating in the placement, indicating related party involvement such as a director or substantial shareholder. This requires specific disclosures and adherence to related party transaction rules under the Corporations Act and ASX Listing Rules to protect minority shareholders.

The application of Listing Rule 10.11 ensures transactions with related parties are conducted at arm’s length and subject to appropriate approvals. The shareholder meeting on 28 August 2026 provides an opportunity for shareholders to review and approve related party participation under Listing Rule 10.1 if necessary, reinforcing governance and transparency.

Cleansing Notice and Secondary Sale Compliance

Zeus Resources stated that any resale of securities issued within 12 months will comply with secondary sale provisions under sections 707(3) and 1012C(6) of the Corporations Act by issuing cleansing notices under sections 708A(5), 708AA(2)(f), 1012DA(5), or 1012DAA(2)(f). These notices allow holders to sell shares without extensive disclosure obligations, facilitating liquidity while protecting investors through reduced information asymmetry.

The use of cleansing notices simplifies secondary market trading for placement participants, reducing regulatory hurdles and supporting efficient price discovery. This approach demonstrates Zeus Resources’ commitment to continuous disclosure and ensuring market participants have timely access to material company information, balancing capital raising efficiency with investor protection.

Upcoming Milestones and Investor Guidance

The key upcoming event is the shareholder approval meeting on 28 August 2026, where shareholders will vote on the placement proposal. This meeting offers detailed insights into the Diaguili Copper-Gold Project acquisition and capital deployment plans. Approval is required before proceeding with the proposed 30 July 2026 issuance date, following regulatory consents.

Post-approval, investors should monitor announcements on the staged acquisition process and Diaguili Project developments. The four-stage consideration share issuance will trigger periodic disclosures, enabling shareholders to track acquisition progress. Additionally, investors can observe VWAP pricing prior to each tranche, which determines the number of shares issued to the vendor at each milestone.