24 July 2020 COMPANY UPDATE Winmar Resources Limited (ACN 085...

24 July 2020 COMPANY UPDATE Winmar Resources Limited (ACN 085 905 997) (Winmar or the Company) is pleased to provide the following update on activities.

The Company is pleased to advise that it is in advanced discussions regarding a potential acquisition (Proposed Acquisition). Based on the terms of the Proposed Acquisition, the Company prepared and submitted an in-principle application (In-Principle Application) to the Australian Securities Exchange (ASX) seeking ASX’s in-principle advice on the suitability of the Company for admission to the official list of the ASX.

On 22 July 2020, the ASX responded positively in a formal letter (Determination Letter) stating that, based on the information provided to ASX in the In-Principle Application (including as to the indicative terms of the Proposed Acquisition), ASX is not aware of any reasons that would cause Winmar not to have a structure and operations suitable for a listed entity for the purposes of the Listing Rules 1.1 or that would cause ASX to exercise its discretion to refuse admission to the official list of the ASX. The Determination Letter provides that the Company must have 300 non-affiliated securities holders subscribe for, and receive, a parcel of shares worth at least $2,000 solely through the public offer.

ASX reminded the Company in the Determination Letter that admission to the official list is in ASX’s absolute discretion and ASX may grant or refuse admission without giving any reasons and that receipt of a positive outcome via the Determination Letter is not a guarantee that Winmar will be admitted to the official list as the Company must meet all of the requirements for admission and quotation set out in the Listing Rules to ASX’s satisfaction. Further, if other material facts come to light following the date of the Determination Letter, ASX may withdraw or change its advice.

ASX’s advice in the Determination Letter applies for 3 months until 22 October 2020 and is subject to any changes to the content, interpretation or administration of the Listing Rules and policies of ASX.

On the basis the Proposed Acquisition proceeds as planned, Winmar intends to lodge a prospectus with the Australian Securities and Investments Commission (ASIC) in early/mid-August 2020, pursuant to which it will seek to re-capitalise Winmar and be admitted to the official list of the ASX.

The Company also intends to seek Shareholder approval to (inter alia) change its name to reflect its new strategic direction. The Company has reserved the name “Pathfinder Resources Ltd” with ASIC and an appropriate ticker with the ASX. A Notice of Meeting including this change of name resolution, and other relevant resolutions, will be made available to shareholders in due course.

The Company will provide further updates as progress is made in the coming weeks.

Authorised by the Board of Winmar Resources Limited. For further information please contact: Shannon Green Executive Chairman Winmar Resources Limited Phone: +61 8 6462 1421 www.winmarresources.com.au