Manhattan Corporation Limited - NON-RENOUNCEABLE ENTITLEMENT OFFER TO RAISE UP TO APPROXIMATELY $1.5 MILLION

About this update from Manhattan Gold Corporation Limited

Manhattan Corporation Limited (ASX: MHC or Company) is pleased to announce that it will be undertaking a 1 for 2 non-renounceable pro-rata entitlement offer of new fully paid ordinary shares in MHC (New Shares) (on a pre-Consolidation basis (defined below)) at an offer price of $0.001 per New Share ( Offer Price ) to raise up to approximately $1.5 million (before costs) (Entitlement Offer). The funds raised from the Entitlement Offer will be applied towards drilling, geophysics and soils across all of its current projects, as well as towards tenement administration, Entitlement Offer costs and working capital. The Entitlement Offer is not underwritten. Overview Under the Entitlement Offer, only MHC shareholders (Shareholders) on the Company's share register as at 5:00pm (AWST) on Friday, 2 August 2024 (Record Date) with a registered address in Australia or New Zealand or any other jurisdiction that the Company has otherwise determined it is lawful to make the Entitlement Offer to and who are not in the United States and are not acting for the account or benefit of a person in the United States (Eligible Shareholders) will be entitled to subscribe for 1 New Share for every 2 existing fully paid ordinary MHC shares (Shares) (on a pre-Consolidation basis) held at the Record Date at the Offer Price (Entitlements). All Entitlements will be rounded up to the nearest whole number of New Shares. The New Shares will rank equally with all other Shares from the date of issue. New Shares issued are being issued at the same price as the Company's last closing price prior to the date of announcement (being $0.001 on Monday, 29 July 2024 ). Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Eligible Shareholders who do not take up their Entitlements will not receive any value in respect of those Entitlements that they do not take up. Shareholders who are not eligible to receive Entitlements will not receive any value for the Entitlements they would have received had they been eligible. Shareholders will not have the opportunity to apply for any oversubscriptions under the Entitlement Offer. The Entitlement Offer is not underwritten. The Directors have reserved the right, subject to the requirements of the ASX Listing Rules and the Corporations Act 2001 (Cth) (Corporations Act), to place any remaining shortfall of New Shares which are not subscribed for by Eligible Shareholders under their Entitlements (Shortfall Shares) at their absolute discretion within three months of close of the Entitlement Offer (Shortfall Period). In exercising this discretion, the Directors: propose to allocate any Shortfall Shares in a manner considered appropriate having regard to the best interests of the Company and Shareholders generally; will endeavour to allocate any Shortfall Shares in a manner which is considered fair to applicants, having regard to any existing shareholding interests; will not allocate any portion of any Shortfall Shares to an applicant who is a 'related party' of the Company in priority to any other applicant, and only to the extent permitted by the ASX Listing Rules and will not otherwise exercise their discretion regarding allocation of any Shortfall Shares in a manner which would result in a breach of the Corporations Act, the ASX Listing Rules or any other relevant legislation or law Any Shortfall Shares issued during the Shortfall Period will be issued at no less than the Offer Price. The Company has appointed 708 Capital Pty Ltd as lead manager and bookrunner to the Entitlement Offer (Lead Manager). The Lead Manager will also assist in establishing and facilitating demand for the placement of any Shortfall Shares during the Shortfall Period on a best endeavours basis and in accordance with the allocation policy set out above. Following completion of the Entitlement Offer and assuming Eligible Shareholders take up their Entitlements in full, the Company will have issued approximately 1,468,489,888 New Shares (subject to rounding), resulting in a total of approximately 4,405,469,663 Shares on issue (on a pre-Consolidation basis). This number excludes any allowance for Shares issued in the event that any options are exercised prior to the Record Date. The Company wishes to advise shareholders that it is proposing to seek shareholder approval at a general meeting expected to be held in late September 2024 to undertake a consolidation of its securities on a 20:1 basis (Consolidation) after the Entitlement Offer. Full details on Consolidation, including the proposed timetable, will be announced to ASX in due course, including in a notice of meeting to be dispatched to Shareholders at a later date Conditional Placement to Directors Certain of the Directors intend to subscribe for a total of up to 200,000,000 New Shares (on a preConsolidation basis) to raise up to approximately $200,000 pursuant to a conditional placement which will be subject to shareholder approval (Conditional Placement). Any New Shares issued under the Conditional Placement will be issued at the Offer Price (being the same price as the New Shares under the Entitlement Offer). The Company intends to seek shareholder approval for the Conditional Placement at a general meeting expected to be held in late September 2024 . Further details on the Conditional Placement will be included in a notice of meeting to be dispatched to shareholders at a later date. Contact: Tel: +61 8 9322 6677 Forward looking Statement This announcement may contain certain forward-looking statements and opinions including projections, forecasts and estimates (together forward-looking statements) which may not have been based solely on historical facts, but rather may be based on the Company's current expectations about future events and results. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, forward looking statements are subject to risks, uncertainties, contingencies, assumptions and other factors, many of which are outside the control of the Company all which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Forward looking statements are inherently uncertain and may therefore differ materially from results ultimately achieved. The Company does not make any representations and provides no warranties concerning the accuracy of any forward-looking statements or likelihood of achievement or reasonableness of any forward looking statements. Past performance is not necessarily a guide to future performance. The Company does not undertake any obligation to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date of this announcement, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws (C) 2024 Electronic News Publishing, source ENP Newswire

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