ALCHEMY RESOURCES LIMITED — Capital/Financing Update 2021

Oct 12, 2021

Alchemy Resources Limited ACN 124 444 122

Entitlement Issue Prospectus

For a non-renounceable entitlement issue of one (1) Share for every six (6) Shares held by those Shareholders registered at the Record Date at an issue price of $0.011 per Share to raise up to approximately $1,232,446 (based on the number of Shares on issue as at the date of this Prospectus) ( Entitlement Offer ).

Additional Offer

• For an offer of 10,000,000 Lead Manager Options to the Lead Manager (or its nominee/s) ( Lead Manager Options Offer ).

Important

This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act. This is an important document that should be read in its entirety. Please read the instructions in this Prospectus and the relevant Application Form regarding applying under the applicable Offer. Investors who do not understand this document should consult their stockbroker, lawyer, accountant or other professional adviser before deciding to apply for Securities under an Offer. The Securities offered under this Prospectus should be considered highly speculative.

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Contents

Important information .......................................................................................................................... 3 Corporate Directory ............................................................................................................................... 4 Timetable................................................................................................................................. 5 Details of the Offers ............................................................................................................... 6 Purpose and effect of the Offers ......................................................................................... 12 Rights and liabilities attaching to Securities ...................................................................... 15 Risk factors ............................................................................................................................ 19 Additional information ........................................................................................................ 28 Directors’ authorisation ....................................................................................................... 35 Glossary ................................................................................................................................. 36 Annexure A – Pro-forma statement of financial position ................................................................ 38

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Important information

General

This Prospectus is issued by Alchemy Resources Limited ACN 124 444 122 ( Company ).

The Prospectus is dated 12 October 2021 and a copy of this Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX take responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates.

This Prospectus is a transaction specific prospectus for offers of continuously quoted securities (as defined in the Corporations Act) or options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act.

No securities will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus.

Persons wishing to apply for Securities pursuant to an Offer must do so using the appropriate Application Form attached to or accompanying this Prospectus. Before applying for Securities, investors should carefully read this Prospectus in its entirety so that they can make an informed assessment of the rights and liabilities attaching to the Securities, the assets and liabilities of the Company, its financial position and performance, profits and losses, and prospects as well as the risk factors at Section 5 that could affect the financial performance and assets of the Company.

Any investment in the Company should be considered highly speculative. Investors who do not understand this document should consult their stockbroker, lawyer, accountant or other professional adviser before deciding to apply for Securities under an Offer.

No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus. Any such information or representations may not be relied upon as having been authorised by the Directors.

Prospectus availability

ASIC has confirmed that the Corporations Act allows distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

A copy of this Prospectus can be downloaded from the Company’s website at http://alchemyresources.com.au/ There is no facility for online applications. Any person accessing the electronic version of this Prospectus for the

purpose of making an investment in the Company must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company on +61 8 9481 4400.

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including ASX’s website at www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offers. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in Securities or the Company.

Financial amounts

All references in this Prospectus to “$”, “A$”, “AUD”, “dollars” or “cents” are references to Australian currency unless otherwise stated.

Any discrepancies between the totals and sums of components in tables contained in this Prospectus are due to rounding.

Definitions and time

A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in Section 8.

All references to time relate to the time in Perth, Western Australia unless otherwise stated or implied.

Governing law

This Prospectus and the contracts that arise from the acceptance of the applications under this Prospectus are governed by the law applicable in Western Australia and each applicant submits to the exclusive jurisdiction of the courts of Western Australia.

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Corporate Directory

Directors

Auditor

Lindsay Dudfield Non-Executive Chairman

Liza Carpene Non-Executive Director

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6008

Registered Office

Anthony Ho Non-Executive Director

Management

James Wilson Chief Executive Officer

Suite 8, 8 Clive Street West Perth WA 6005 Telephone: +61 8 9481 4400 Website: http://alchemyresources.com.au/

Lead Manager

Joint Company Secretaries

Jessamyn Lyons Carly Terzanidis

Discovery Capital Partners Pty Ltd AFSL: 500 223 Level 1 3 Ord Street WEST PERTH WA 6005

ASX Code

Solicitors

ALY

Share Registry*

Edwards Mac Scovell Level 1, 8 St Georges Terrace Perth WA 6000

Automic Group Level 2, 267 St Georges Terrace Perth WA 6000

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

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Timetable

Event	Date
Lodgement of Appendix 3B with ASX in relation to the Placement, Entitlement Offer and Lead Manager Offer	Monday, 11 October 2021
Lodgement of Prospectus with the ASIC and ASX	Tuesday, 12 October 2021
Lodgement of Appendix 2A in relation to the Entitlement Offer with ASX	Wednesday, 13 October 2021
Ex date	Friday, 15 October 2021
Record Date for determining Entitlements	Monday, 18 October 2021
Issue of Shares under Placement Appendix 2A in relation to the Placement given to ASX	Tuesday, 19 October 2021
Prospectus despatched to Eligible Shareholders with personalised Entitlement and Acceptance Form and Company announces despatch has been completed. Notice also sent to Ineligible Shareholders	Thursday, 21 October 2021
Last day to notify ASX of an extension to the Closing Date for the Entitlement Offer	Wednesday, 3 November 2021
Closing Date for the Entitlement Offer*	5:00pm (Sydney time) on Monday, 8 November 2021
Shares under the Entitlement Offer quoted on a deferred settlement basis (if agreed by ASX)	Tuesday, 9 November 2021
Closing Date for Additional Offer	Thursday, 11 November 2021
ASX announcement of results of Entitlement Offer Issue date/Shares issued under the Entitlement Offer entered into Shareholders’ security holdings Lodgement of Appendix 2A for the Shares issued under the Entitlement Offer with ASX	Before 9:00am (WST) on Monday, 15 November 2021
Quotation of Shares issued under the Entitlement Offer*	Tuesday, 16 November 2021
Shareholder meeting seeking approval for the issue of the Lead Manager Options	Thursday, 18 November 2021
Issue date of Lead Manager Options	Friday, 19 November 2021

• The Directors may extend the Closing Date for the Entitlement Offer by giving at least 3 Business Days’ notice to ASX prior to the Closing Date for the Entitlement Offer. As such the date the Shares are expected to commence trading on ASX may vary. The Directors may also extend the Closing Date for the Additional Offer at their discretion.

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Details of the Offers

2.1 The Entitlement Offer

The Entitlement Offer is being made as a non-renounceable entitlement issue of one (1) Share for every six (6) Shares held by Shareholders registered at the Record Date, at an issue price of $0.011 per Share. In the calculation of any Entitlement, fractions will be rounded down to the nearest whole number or otherwise disregarded.

Based on the capital structure of the Company as at the date of this Prospectus (and assuming no Options are exercised, Performance Rights converted or other Shares issued prior to the Record Date), approximately 112,040,575 Shares will be issued pursuant to the Entitlement Offer to raise up to approximately $1,232,446.

As at the date of this Prospectus, the Company has 40,679,776 Options and 10,000,000 Performance Rights on issue of which 7,000,000 Options and 10,000,000 Performance Rights remain subject to vesting conditions and the remaining 33,679,776 Options are capable of being exercised prior to the Record Date which would result in additional Entitlements under the Entitlement Offer.

All of the Shares offered under the Entitlement Offer will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.1 for further information regarding the rights and liabilities attaching to the Shares.

Details of the purpose and effect of the Entitlement Offer and the proposed use of funds raised are set out in Section 3.

The Entitlement Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

2.2 Minimum subscription

There is no minimum subscription.

2.3 Acceptance

Your acceptance of the Entitlement Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus.

You may participate in the Entitlement Offer as follows:

• (a) if you wish to accept your full Entitlement make payment by BPAY® or electronic funds transfer ( EFT ) in accordance with Section 2.4 and the instructions on the accompanying Entitlement and Acceptance Form for the amount indicated on your Entitlement and Acceptance Form; or

• (b) if you only wish to accept part of your Entitlement make payment by BPAY® or EFT in accordance with Section 2.4 and the instructions on the Entitlement and Acceptance Form for the amount of your Entitlement being accepted. You will be deemed to have taken up that part of your Entitlement which is covered in full by your application monies; or

• (c) if you wish to accept your full Entitlement and apply for additional Shortfall Shares make payment by BPAY® or EFT in accordance with Section 2.4 and the instructions on the Entitlement and Acceptance Form for the amount indicated on your Entitlement and Acceptance Form plus any additional Shortfall Shares you wish to apply for. You will be deemed to have applied for that number of Shortfall Shares which in aggregate with your Entitlement is covered in full by your application monies; or

• (d) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

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2.4 Payment by BPAY® or EFT

For payment by BPAY® or EFT, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. You can only make payment by EFT if you are a holder of an account that supports EFT transactions to an Australian bank account. Please note that should you choose to pay by BPAY® or EFT:

• (a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form, however, you are encouraged to return it to the share registry (by post or facsimile) for reconciliation purposes; and

• (b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your application monies.

If you have more than one shareholding of Shares and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Shareholdings only use the unique customer reference number ( CRN ) specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same CRN for more than one of your Shareholdings. This can result in your application monies being applied to your Entitlement in respect of only one of your Shareholdings (with the result that any application in respect of your remaining Shareholdings will not be valid).

It is your responsibility to ensure that your BPAY® or EFT payment is received by the share registry by no later than 5:00 pm (Sydney time) on the Closing Date for the Entitlement Offer. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

The Company requires participants in the Entitlement Offer to apply for the Shares by BPAY® or EFT only to overcome potential mail delays. Cheques and money orders will not be accepted.

2.5 Underwriting

The Entitlement Offer is not underwritten.

2.6

Effect on control of the Company

The maximum number of Shares proposed to be issued under the Entitlement Offer is 112,040,575 which will constitute approximately 11.8% of the Shares on issue following completion of the Offers and the Placement (assuming no other Shares are issued or Securities exercised or converted into Shares).

The Company is of the view that the Offers will not affect the control (as defined in section 50AA of the Corporations Act) of the Company.

No nominee has been appointed for Ineligible Shareholders under section 615 of the Corporations Act, as such, Eligible Shareholders will not be able to rely on the exception for rights issues in item 10 of section 611 of the Corporations Act. Accordingly, where an Eligible Shareholder applies for some or all of their Entitlement, they must have regard to section 606 of the Corporations Act. Eligible Shareholders who may be at risk of exceeding the 20% voting power threshold in section 606 as a result of acceptance of their Entitlement should seek professional advice before completing and returning their Application.

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The Company’s largest Shareholder is Northern Star Resources Limited (ASX: NST ), which currently has voting power in the Company of approximately 11.6%. In the unlikely event that NST is the only participant in the Entitlement Offer, it subscribes for its full Entitlement, the Placement is completed and the Shortfall is not issued, its voting power would decrease to approximately 8.2%.

The Company will not issue Shares to any person under the Shortall Offer if it may result in a person acquiring voting power in excess of the 20% threshold in section 606 of the Corporations Act.

2.7 Potential dilution

Shareholders should note that if they do not participate in the Entitlement Offer, their holdings likely to be diluted by approximately 14.3% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders is set out in the table below:

			Entitlements	Holdings if
		% at			% post
Holder	Holding as at	Record	under the	Entitlement	Entitlement
	Record date	Date	Entitlement	Offer not taken	Offer
			Offer	up
Shareholder 1	25,000,000	3.7%	4,166,666	25,000,000	3.2%
Shareholder 2	15,000,000	2.2%	2,500,000	15,000,000	1.9%
Shareholder 3	10,000,000	1.5%	1,666,666	10,000,000	1.3%
Shareholder 4	5,000,000	0.7%	833,333	5,000,000	0.6%
Shareholder 5	2,500,000	0.4%	416,666	2,500,000	0.3%

Note: The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted are placed under the Shortfall Offer and does not take into account the Shares issued under the Placement. In the event all Entitlements are not accepted and some or all of the resulting Shortfall is not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage. The above table also assumes that no Shares are issued other than those offered pursuant to the Prospectus, including by exercise of Options, conversion of Performance Rights, or the Shares to be issued pursuant to the Placement.

2.8 Shortfall Offer

Any Entitlement not taken up pursuant to the Entitlement Offer will form the Shortfall Offer.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date for the Entitlement Offer.

The issue price for each Share to be issued under the Shortfall Offer shall be the same as under the Entitlement Offer.

Eligible Shareholders can apply for Shortfall Shares by following the instructions set out in the Entitlement and Acceptance Form and in Section 2.3 and investors who are not Eligible Shareholders can apply for Shortfall Shares by completing a Shortfall Offer Application Form, provide the Company with payment for those Shortfall Shares in accordance with the instructions on the Shortfall Offer Application Form and otherwise complying with the requirements of this Prospectus.

The Directors reserve the right to issue Shortfall Shares at their absolute discretion. Therefore, there is no guarantee that applicants will receive Shares applied for under the Shortfall Offer.

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2.9 Additional Offer

This Prospectus includes the following Additional Offer. The primary purpose of the Additional Offer is to remove the need for an additional disclosure document to be issued upon the sale of any Shares that are issued upon conversion of any Options that are issued under the Additional Offer.

• (a) Lead Manager Options Offer

The Company has agreed to issued 10,000,000 Lead Manager Options to the Lead Manager (or its nominees) at an issue price of $0.00001 per Option as part of its fees under the Lead Manager Mandate.

Payment must be made in full (rounded up to the nearest cent) at the time of applying for the Lead Manager Options in accordance with the instructions on the Lead Manager Options Offer Application Form.

The terms and conditions of the Lead Manager Options are set out in Section 4.2.

The Lead Manager Options Offer remains subject to Shareholder approval which is being sought at a Shareholder meeting proposed to be held on or about 18 November 2021.

A total of $100 will be raised pursuant to the Lead Manager Options Offer and these funds will be applied to working capital.

Only the Lead Manager or its nominee(s) may apply under the Lead Manager Options Offer.

An Application Form in relation to the Lead Manager Options Offer will be issued to the Lead Manager (or its nominee(s)) together with a copy of this Prospectus.

2.10 Quotation of Shares on ASX

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made within 7 days of the date of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares offered under this Prospectus and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that the ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company, the Shares now offered for subscription.

2.11 Issue

Securities issued pursuant to the Entitlement Offer will be issued in accordance with the ASX Listing Rules and timetable set out at Section 1.

Securities issued pursuant to the Shortfall Offer will be issued at the same time as Shares issued under the Entitlement Offer where applications have been received and accepted at that time and subsequently issues will occur on a progressive basis as received and accepted by the Company in consultation with the Lead Manager.

Securities issued pursuant to the Additional Offer will be issued pursuant to the terms of that offer and the timetable set out at Section 1.

Where the number of Securities issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date of the applicable Offer.

Pending the issue of the Securities or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required

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by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Shares issued under the Entitlement Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at Section 1 and for Securities issued under the Shortfall Offer and Additional Offer as soon as practicable after their issue.

2.12

Overseas Applicants

The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Entitlement Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

In relation to the Shortfall Offer and the Additional Offer, the distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are residents in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. No action has been taken to register or qualify the Shortfall Offer or Additional Offer or the Securities under the Shortfall Offer or the Additional Offer, or to otherwise permit a public offering of the Securities under the Shortfall Offer or Additional Offer in any jurisdiction outside Australia.

2.13 New Zealand

The Entitlement Offer is not being made to the public in New Zealand other than to existing Shareholders with registered addresses in New Zealand to whom the Entitlement Offer is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

2.14

Nominees and custodians

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident in other jurisdictions are responsible for ensuring that applying for Securities under the Entitlement Offer does not breach regulations in the relevant overseas jurisdiction. The Company is not required to determine whether or not any Shareholder is acting as a nominee or the identity or residence of any beneficial owners of Shares. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

2.15

Representations

The return of an Application Form or otherwise applying for Securities under an Offer will be taken by the Company to constitute a representation by the Applicant that it:

• (a) has received a printed or electronic copy of this Prospectus accompanying the Application Form and has read it in full;

• (b) agrees to be bound by the terms of this Prospectus and the Constitution;

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• (c) has obtained all necessary approvals and complied with all relevant laws and regulations for the purposes of Section 2.12 and 2.13 (to the extent that they are applicable) and confirms its eligibility in respect of an offer of Securities under the applicable Offer;

• (d) declares that all details and statements in the Application Form are complete and accurate; (e) declares that it is over 18 years of age and has full legal capacity and power to perform all of its rights and obligations under the Application Form;

• (f) acknowledges that once the Application Form is returned or payment is made its acceptance may not be withdrawn;

• (g) agrees to being issued the number of new Securities that it applies for (or such other number issued in accordance with this Prospectus);

• (h) authorises the Company to register it as the holder(s) of the Securities issued to it under the applicable Offer;

• (i) acknowledges that the information contained in this Prospectus is not investment advice or a recommendation that the Securities are suitable for it, given its investment objectives, financial situation or particular needs; and

• (j) authorises the Company and its officers or agents to do anything on its behalf necessary for the new Securities to be issued to it, including correcting any errors in its Application Form or other form provided by it and acting on instructions received by the share registry using the contact details in the Application Form.

2.16 Enquiries

Any questions concerning the Offers should be directed to the Company on +61 8 9481 4400.

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Purpose and effect of the Offers

3.1

Purpose of the Offers

The purpose of the Entitlement Offer is to raise up to approximately $1,232,446 (less costs of the Offers). The funds raised from the Entitlement Offer are intended to be used in accordance with the table set out below:

Item	Amount	Proportion
Estimated cash costs of the Offers1	$25,446	2.1%
Exploration activities2	$1,000,000	81.1%
Working capital3	$207,000	16.8%
Total	$1,232,446	100%

Notes:

1. Refer to Section 6.8 for further details relating to the estimated cash costs of the Offers.

3. The Company intends to conduct the following activities on its projects:

4. Diamond (DD) / Reverse Circulation (RC) / Air Core (AC) drilling programs at the Karonie Gold Project in Western Australia (WA), to follow up resource extension opportunities and identified high priority regional targets;

5. AC drilling, geochemical and targeted geophysical campaign at the Lake Rebecca Gold Project in WA, to refine and target significant gold anomalies; and

6. DD / RC drilling at the Overflow and Yellow Mountain Gold / Base Metals Projects in the Cobar Basin, New South Wales (NSW) to test for extensions to existing mineralisation.

The Company will also use existing cash reserves and funds raised from the Placement to fund these activities.

1. Working capital to address administration costs and corporate overheads, including director fees, ASX listing fees, auditor fees and other service providers. In the event all Entitlements are not accepted and funds are raised under the Shortfall Offer, the Company has agreed to pay the Lead Manager a fee of 6% of the funds raised under the Shortfall Offer. In the unlikely event no Entitlements are accepted and the entire Shortfall Offer was placed, the Company would pay a maximum fee of approximately $73,947 to the Lead Manager. It is intended that this amount would be satisfied from working capital.

The above statement is a statement of current intentions as at the date of this Prospectus. The Board reserves the right to alter the way funds are applied.

The Entitlement Offer is not underwritten. In the event that the amount raised under the Entitlement Offer is less than the maximum subscription, funds allocated to working capital will be scaled back in priority to exploration activities.

The Company had cash reserves at 30 June 2021 of approximately $900,000 and has received binding commitments to raise approximately a further $1,850,000 (before costs) pursuant to the Placement. The Company believes it has sufficient cash reserves to meet its exploration activities without raising any funds under the Entitlement Offer.

The purpose of the Additional Offer is primarily to ensure that the Options (and Shares issued on exercise of those Options) are not subject to any on-sale restrictions under the Corporations Act.

3.2 Effect of the Offers

The principal effect of the Offers, assuming all Securities offered under the Prospectus are issued, will be to:

• (a) increase the cash reserves by $1,207,000 (after deducting the estimated cash costs of the Offers) immediately after completion of the Offers; and

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• (b) increase the number of Shares on issue from 672,243,453 as at the date of this Prospectus to 784,284,029 Shares (subject to rounding of fractional Entitlements and ignoring the issue of Shares under the Placement which is intended to occur after the Record Date but before the issue of Shares under the Entitlement Offer) and 952,344,891 Shares including the issue of the Shares under the Placement.

• (c) increase the number of Options on issue from 40,679,776 as at the date of this Prospectus to 50,679,776 Options.

3.3

Pro-forma statement of financial position

Set out in Annexure A to this Prospectus is an audited statement of financial position as at 30 June 2021 and unaudited pro-forma statement of financial position as at 30 June 2021 prepared on the basis of the accounting policies normally adopted by the Company.

The pro-forma statement of financial position has been prepared assuming all Entitlements are accepted (ignoring the effects of rounding of fractional Entitlements) and includes expenses of the Offers and separately shows the effect of the Placement (a post-balance date event).

The unaudited pro-forma statement of financial position has been prepared for illustrative purposes only and gives effect to the transactions described in the notes to the pro-forma statement of financial position and the assumptions described therein as if they had occurred as of 30 June 2021.

The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

The unaudited pro-forma statement of financial position should be read in conjunction with the historical financial statements of the Company.

3.4 Effect on capital structure

The effect of the Offers on the capital structure of the Company, assuming all Securities offered under the Prospectus are issued (ignoring the effects of rounding of fractional Entitlements, and assuming no further Shares are issued prior to the Record Date), is set out below.

Security	Number
Shares1
Shares on issue as at the date of this Prospectus	672,243,453
Shares offered under the Entitlement Offer	112,040,575
Total Shares on issue on completion of the Entitlement Offer	784,284,028
(excluding the issue of Shares under the Placement)
Shares to be issued under the Placement (after the Record Date)	168,060,862
Total Shares on issue on completion of the Offers and the	952,344,890
Placement
Options
Options on issue as at the date of this Prospectus2	40,679,776
Options offered pursuant to the Entitlement Offer	Nil

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Options issued pursuant to the Lead Manager Options Offer[3 ] 10,000,000 Total Options on issue on completion of the Offers[4] 50,679,776 Performance Rights[5] Performance Rights on issue as at the date of this Prospectus 10,000,000 Performance Rights offered pursuant to the Offers Nil Total Performance Rights on issue on completion of the Offers 10,000,000

Notes:

1. The rights and liabilities attaching to the Shares are summarised in Section 4.1.

2. The Company’s existing options are all unquoted and comprised of:

3. 33,429,776 Options exercisable at $0.03 each on or before 30 September 2022;

4. 250,000 Options exercisable at $0.025 each on or before 31 December 2023 and subject to the rules of the Company’s employee incentive scheme; and

5. 7,000,000 Options exercisable at $0.0252 each on or before 31 December 2023, vesting on 31 December 2021 and subject to the rules of the Company’s employee incentive scheme.

6. The terms and conditions of the Lead Manager Options are summarised in Section 4.2.

7. The Company proposes to issue a further 1,000,000 Options exercisable at $0.025 each, with a 3 year term from the date of issue, vesting on 14 September 2022 and 1,000,000 Options exercisable at $0.035 each, with a 3 year term from the date of issue, vesting on 14 September 2023, all subject to the rules of the Company’s employee incentive scheme. Further details will be announced following the issue in accordance with the ASX Listing Rules.

8. The Performance Rights are in three tranches with different vesting conditions dependent upon satisfaction of specific performance hurdles, including increasing the Company’s share price and market capitalisation and outperforming peer companies, with a three year measurement period to 31 December 2023. The Performance Rights are otherwise issued on the rules of the Company’s employee incentive scheme (including that the Performance Rights lapse if the holder ceases to be an ‘eligible participant’ under the scheme).

The capital structure on a fully diluted basis as at the date of this Prospectus is 722,923,229 Shares.

The capital structure on a fully diluted basis on completion of the Entitlement Offer only (i.e. excluding the issue of the Shares under the Placement, the Options under the Lead Manager Options Offer and ignoring the effect rounding of fractional Entitlements) would be 834,963,804 Shares and on completion of all Offers and the Placement (ignoring the effect of rounding of fractional Entitlements) would be 1,013,024,666 Shares.

3.5 Details of substantial holders

Based on publicly available information as at 6 October 2021 and a review of the Company’s share register, the following Shareholders (together with their associates) has a relevant interest in 5% or more of the Shares on issue, as set out below.

Substantial Shareholder	Number of Shares	Voting Power
Northern Star Resources Limited	78,125,000	11.6%
Lindsay Dudfield1	69,653,142	10.4%

Notes:

1. See Section 6.5 for further details of Mr Dudfield’s security holdings.

In the event all Entitlements are accepted there will be no change to the substantial holders on completion of the Offers.

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Rights and liabilities attaching to Securities

4.1 Rights and liabilities attaching to Shares

The following is a general description of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive. Full details of provisions relating to rights attaching to the Shares are contained in the Corporations Act, ASX Listing Rules and the Company’s Constitution. A copy of the Company’s Constitution was released to ASX on 7 February 2020.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.

(b) Voting rights

Subject to the Constitution and any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total number of such Shares registered in the Shareholder’s name as the amount paid on those Shares (excluding amounts paid or credited as paid in advance of a call, or credited as paid to the extent that it exceeds the value of the consideration ascertained at the time of issue of the Shares received for the issue of the Shares) bears to the issue price of those Shares.

(c) Dividend rights

Subject to the Corporations Act, the Constitution and rights of any preference Shareholders and to the rights of the holders of any shares with special rights to dividends, the Directors may from time to time determine or declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares such that the same sum is paid on each fully paid Share, and on each partly paid Share according to the proportion that the amount paid (excluding any amount paid or credited as paid in advance of a call, and any amounts credited as paid to the extent that it exceeds the value of the consideration, ascertained at the time of issue, received for the issue of the partly paid Shares) is of the total amounts paid and payable in respect of such Shares.

The Directors may from time to time pay to the Shareholders dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may resolve to capitalise any amounts for the time being standing to the credit of a reserve account or otherwise available for distribution to Shareholders which may be applied, at the discretion of the Directors in paying up any amounts unpaid on Shares held by Shareholders, or paying up in full unissued Shares or debentures to be issued to Shareholders, in the proportion in which Shareholders would have been entitled to a distribution by way of dividend.

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Subject to the ASX Listing Rules, the Directors may grant to Shareholder or any class of them the right to elect to reinvest cash dividends paid by the Company by subscribing for Shares in the Company on such terms and conditions as the Directors think fit. Subject to the ASX Listing Rules, the Directors may determine for a dividend that Shareholders may elect to forego the right to the proposed dividend or part thereof, and receive instead an issue of Shares credited as fully paid on such terms as the Directors think fit.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Shareholder liability

As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of Shares

Subject to the Constitution and the ASX Listing Rules, Shares are freely transferable as provided for by the ASX Settlement Operating Rules (or another applicable clearing and settlement facility) or by any other method of transfer required or permitted by the Corporations Act and any relevant stock exchange. The Directors must refuse to register a transfer (or request the application of a holding lock) where the Listing Rules require the Company to do so, or the transfer is in breach of the Listing Rules, a restriction deed or the Constitution.

(g) Variation of rights

Pursuant to section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares, the rights attached to any class, may be varied or cancelled by a special resolution of the Company, and with the consent in writing of the holders of at least three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

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4.2 Terms and Conditions of Lead Manager Options

• (a) Entitlement

Subject to paragraph (l), each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be:

(i) $0.02 – for each of 5,000,000 of the Options; and

(ii) $0.022 – for each of 5,000,000 of the Options,

(each an Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on that date which is:

(i) 1 year after completion of the Entitlement Offer – for 5,000,000 of the Options; and

(ii) 2 years after completion of the Entitlement Offer – for 5,000,000 of the Options, (each an Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. (d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise Following the Exercise Date and within the time period specified by the ASX Listing Rules, or if not applicable within 5 Business Days, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and

(ii) if admitted to the official list of ASX at the time, subject to any restriction or escrow arrangements imposed by ASX, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options,

if required , where the Shares to be issued on exercise of the Options are admitted to official quotation on ASX, give ASX a notice that complies with section 708A(5)(e) of the

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Corporations Act ( Cleansing Notice ), or, if the Company is unable to issue a Cleansing Notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors ( Cleansing Prospectus ). If a Cleansing Notice is for any reason not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a Cleansing Prospectus.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued Shares of the Company.

(i) Reconstruction of capital

In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the expiry date of the Options, all rights of the Option holder will be varied in accordance with the Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price or number of underlying securities

There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro-rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).

(l) Adjustment for bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the holder would have received if the holder of the Options had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Option exercise price.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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Risk factors

Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company’s future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control.

The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors which Shareholders and Applicants need to be aware of in evaluating the Company’s business and risks associated with an investment in the Company. Investors should carefully consider the following factors in addition to the other information presented in this Prospectus.

The principal risks include, but are not limited to, the following:

5.1 Risks specific to the Company

(a) Resource estimates and targets

The Company has previously announced mineral resource estimates for the West Lynn, Summervale and Hermes South deposits. Reserve and resource estimates are expressions of judgement based on knowledge, experience and industry practice.

Estimates that were valid when originally made may alter significantly when new information becomes available. In addition, by their very nature, reserve and resource estimates are imprecise and depend on interpretations which may prove to be inaccurate, and whilst the Company employs industry-standard techniques including compliance with the JORC Code 2012 to reduce the reserve and resource estimation risk, there is no assurance that this approach will alter the risk. As further information becomes available through additional fieldwork and analysis, reserve and resource estimates may change.

This may result in alterations to mining and development plans which may in turn adversely affect the Company.

(b) Future capital needs and additional funding

The funds raised by the Entitlement Offer will primarily be used to fund exploration on the Company’s projects. The Company also had cash reserves at 30 June 2021 of approximately $900,000 and has received binding commitments to raise approximately a further $1,850,000 (before costs) pursuant to the Placement. The Company believes it has sufficient cash reserves to meet its exploration activities without raising any funds under the Entitlement Offer. However, the Company will require additional funding to undertake further exploration on its assets following the programs contemplated by the current funds available.

The Company’s ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including prospectivity of projects (existing and future), the results of exploration, subsequent feasibility studies, development and mining, stock market and industry conditions and the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further develop its projects and it may impact on the Company's ability to continue as a going concern.

Additional equity financing, if available, may be dilutive to shareholders and/or occur at prices lower than the market price. Debt financing, if available, may involve restrictions on

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financing and operating activities. If the Company is unable to obtain additional financing as needed it may be required to reduce the scope of its exploration operations.

(c) Joint venture

The Company is currently, and may in the future, become a party to joint venture agreements governing the exploration and development of its projects. There is a risk that one of the Company’s joint venture partners may default in their joint venture obligations or not act in the best interests of the joint venture. There is also the potential for a dispute to arise regarding matters of contractual interpretation of the parties' respective rights and obligations. This may have an adverse effect on the interests and prospects of the Company.

(d) Title risk

The Company's granted tenements permit the Company to undertake exploration. Each tenement carries with its annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to, or its interest in, a tenement if the conditions are not met or if there are insufficient funds available to meet expenditure commitments.

The Company also has tenement applications. There is no guarantee that these tenements will be granted and as such they should not be considered as current assets or projects of the Company. Various conditions may also be imposed as a condition of grant of any of these tenements.

(e) Exploitation, exploration and mining licences

The tenements that have been granted only permit the Company to undertake exploration on the tenements. In the event that the Company successfully delineates economic deposits on any of the tenements, it will need to apply for a mining lease to undertake development and mining on the tenement. There is no guarantee that the Company will be granted a mining lease if one is applied for.

Potential investors should understand that mineral exploration is a high-risk undertaking. There can be no assurance that exploration of the Company’s exploration tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

(f) Native Title and Aboriginal heritage

Non-freehold land within the Cobar Basin / Lachlan Gold Project is subject to a native title determination claim registered by the Ngemba, Ngiyampaa, Wangaaypuwan and Wayilwan People Native Title Claim Group NSD 415/2012, and the southern part of the Karonie Gold Project is located within the Ngadju People non-exclusive native title claim area (WCD2014/004). The Upurli Upurli Ngutayja native title claim (WAD 281/2020) is located on the northern part of the Karonie Gold Project and parts of Lake Rebecca. The Kakarra Part A native title claim is located on northern areas of the Karonie Gold Project (WAD 297/2020) and the Kakarra Part B native title claim (WAD 298/2020) on areas to the north of the Karonie Gold Project and at Lake Rebecca. The Native Title Act 1993 (Cth) and related State native title legislation and aboriginal heritage legislation may affect the Company's ability to obtain access to certain exploration areas or to obtain mining production titles. Settling any such claims will incur costs to the Company. The degree to which this may impact on the Company's activities will depend on a number of factors, including the status of particular tenements and their locations. At this stage, the Company is not able to quantify the impact, if any, of such matters on its operations.

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(g) Minimum expenditure requirements

In order to maintain an interest in the exploration licences in which the Company is involved, the Company is committed to meet the conditions under which the licences were granted and the obligations of the Company are subject to minimum expenditure commitments required by Australian mining legislation. The extent of work performed on each exploration licence may vary depending upon the results of the exploration programme which will determine the prospectivity of the relevant area of interest. As at the date of this Prospectus, the Company is not in breach of its minimum expenditure commitments. There is a risk that if the Company fails to satisfy these minimum expenditure requirements at the time of expiry, the Company may be required to relinquish part or all of its interests in these licences. Accordingly, whilst there is no guarantee that the Australian authorities will grant the Company an extension of the licences, the Company is not aware of any reason why the licences would not be renewed upon expiry.

(h) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the Company’s strategic management depends substantially on its senior management and key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

The Company is reliant on technical consultants and other resource industry specialists engaged on a consultancy basis to provide analyses and recommendations on, and carry out, exploration activities in respect of its projects. The availability of suitable technical consultants and resource industry specialists may be limited and there may be delays in securing equipment and personnel required to carry out the Company’s planned activities. This may result in cost and time overruns which may have a material adverse effect on the Company.

(i) Contract risks

The Company's subsidiaries may operate through a series of contractual relationships with operators and sub-contractors. All contracts carry risks associated with the performance by the parties thereto of their obligations as to time and quality of work performed. Any disruption to services or supply may have an adverse effect on the financial performance of the Company’s operations.

(j) Equipment risks

The operations of the Company could be adversely affected if essential equipment fails.

(k) Dilution

As noted in Section 2.7, the percentage shareholding in the Company of Shareholders who do not take up all of their Entitlement pursuant to the Entitlement Offer will be diluted.

(l) Payment obligations

Under the licences and certain other contractual agreements to which the Company is or may in the future become party, the Company is or may become subject to payment and other obligations. In particular, mineral licence holders are required to expend the funds necessary to meet the minimum work commitments attaching to the licences. Failure to meet these work commitments will render the licence liable to be cancelled.

(m) Exploration costs

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions

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are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

(n) Option risk and dilution

Options are, by their nature, only of value at times when the exercise price is lower than the price of the underlying Shares. There is no guarantee that the Options offered under this Prospectus will, at any particular time, have an exercise price which is lower than the price of the Shares.

The Options are, at the date of this Prospectus, 'out of the money'. There is a risk that the Options may expire at a time when they have little or no value.

On completion of the Offers, assuming maximum subscription, there will be up to a further 10,000,000 Options on issue. If exercised, these Options will be converted into Shares, thereby causing the shareholdings of Shareholders to be diluted by up to approximately 1% (on the basis that the Offers are fully subscribed, no other Shares are issued other than pursuant to the Placement and no existing Options or Performance Rights on issue at the date of this Prospectus are exercised or converted). However, each of the Options offered under the Offers have an exercise price of $0.02 or $0.022 which means that the Company will receive additional funds of up to approximately $210,000 upon exercise of those Options (if all Options the subject of the Offers are issued and subsequently exercised).

5.2 Risks relating to the industry generally

(a) Exploration

The mineral tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of these tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its tenements and obtaining all required approvals for its activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the tenements, a reduction in the case reserves of the Company and possible relinquishment of the tenements.

(b) Development risk

If the Company does locate commercially viable reserves of minerals, then the future development of a mining operation at any of the Company's projects will be subject to a number of risks, including:

• (i) geological and weather conditions causing delays and interference to operations;

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• (ii) obtaining all necessary and requisite approvals from relevant authorities and third parties;

• (iii) technical and operational difficulties associated with mining of minerals and production activities;

• (iv) access to necessary funding;

• (v) mechanical failure of plant and equipment;

• (vi) shortage or increases in price of consumables, and plant and equipment;

• (vii) environmental hazards, fires, explosions and other accidents;

• (viii) transportation facilities;

• (ix) costs overruns; and

• (x) the costs of extraction being higher than expected.

There is no guarantee that the Company will achieve commercial viability through the development of is projects. If the Company locates commercial reserves of minerals, it may seek to apply for a mining lease over the area. The lease is subject to approval being obtained from the Minister and may be subject to any terms and conditions imposed by the Minister (or other interested parties).

(c) Operations

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(d) Environmental risk

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company's ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or noncompliance with environmental laws or regulations.

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The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company's operations more expensive.

Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

(e) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company's projects and business.

(f) Commodity and currency price risk

Commodities prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for commodities, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company's exploration, project development and production plans and activities, together with the ability to fund those plans and activities.

(g) Regulatory risks

The Company's exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company's operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company's activities or forfeiture of one or more of the Company's tenements.

(h) Government policy changes

Adverse changes in government policies or legislation may affect the Company's ability to develop its technology, availability of research and development credits, taxation, royalties, ownership of mineral interests, land access, labour relations, and mining and exploration activities of the Company. Any material adverse changes in relevant government policies or legislation of Australia may affect the viability and profitability of the Company, and consequent returns to investors. The activities of the Company are subject to various federal, state and local laws governing prospecting, development, production, taxes, labour standards and occupational health and safety, and other matters.

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5.3 General risks

(a) Tax

The acquisition of, and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation point of view and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of applying for Securities under this Prospectus.

(b) Securities investments

There are risks associated with any securities investment. The prices at which the securities of the Company trade may fluctuate in response to a number of factors. Furthermore, the stock market, and in particular the market for mining and exploration companies, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. There can be no guarantee that trading prices will be sustained. These factors may materially affect the market price of the securities of the Company regardless of its operational performance.

(c) Share market conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;

• (ii) introduction of tax reform or other new legislation;

• (iii) interest rates and inflation rates;

• (iv) changes in investor sentiment toward particular market sectors;

• (v) the demand for, and supply of, capital; and

• (vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(d) Litigation risks

The Company is exposed to possible litigation risks including contractual disputes, occupational health and safety claims and employee claims.

Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company's operations, financial performance and financial position. The Company is not currently engaged in any litigation.

(e) Potential acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or prospects although no such acquisitions or

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investments are currently planned. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

• (f)

General economic and political risks

Changes in the general economic and political climate in Australia and on a global basis may impact on economic growth, interest rates, the rate of inflation, taxation and tariff laws, domestic security which may affect the value and viability of any activities that may be conducted by the Company.

(g) Insurance

Insurance against all risks associated with the Company's business is not always available or affordable. The Company maintains insurance where it is considered appropriate for its needs however it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

• (h) Unforeseen expenditure risks

Expenditure may need to be incurred which has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure requirements, however if such expenditure is subsequently required or incurred, this may adversely impact budgeted expenditure proposals by the Company.

(i) Coronavirus disease

The outbreak of coronavirus disease (COVID-19) is having a material effect on global economic markets. The global economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets and share prices.

The Company’s Share price may be adversely affected by the economic uncertainty caused by COVID-19. Further, any measures to limit the transmission of the virus implemented by governments around the world (such as travel bans and quarantining) may adversely impact the Company’s operations. In particular, the restrictions on accessing remote Aboriginal communities may materially impact the timeline for negotiations in relation to native title access agreements and heritage clearances required by the Company.

(j) Climate change risks

Climate change is a risk the Company has considered, particularly related to its operations in the mining industry. The climate change risks particularly attributable to the Company include:

• (i) the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and

• (ii) climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks

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such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.

5.4 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

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Additional information

6.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Company’s Directors are not aware of any legal proceedings pending or threatened against Company.

6.2 Continuous disclosure

As the Company is admitted to the official list of ASX, the Company is a “disclosing entity” for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose to the market any information it has which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

Price sensitive information is publicly released through ASX before it is disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants is also managed through disclosure to ASX. In addition, the Company posts information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

Investors are encouraged to check and monitor any further announcements made by the Company to ASX prior to Securities being issued under the Offers. To do so, please refer to the Company’s ASX announcements platform via www.asx.com.au.

By virtue of section 713 of the Corporations Act, the Company is entitled to issue a “transactionspecific” prospectus in respect of the Offers.

In general terms, a “transaction-specific prospectus” is only required to contain information in relation to the effect of the issue of Securities on the Company and the rights and liabilities attaching to the Securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position and performance, profits and losses or prospects of the issuing company.

As a disclosing entity under the Corporations Act, the Company states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the annual financial report of the Company for the financial year ended 30 June 2021;

• (ii) any half-year financial report of the Company lodged with ASIC after the lodgement of the annual financial report referred to above and before the lodgement of this Prospectus with ASIC; and

• (iii) all continuous disclosure notices given by the Company after the lodgement of the annual financial report referred to above and before the lodgement of this Prospectus with ASIC (see below).

There is no information which has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules that investors or their professional advisers:

• (d) would reasonably require for the purpose of making an informed assessment of:

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• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

• (ii) the rights and liabilities attaching to the securities the subject of this Prospectus; and

• (e) would reasonably expect to find in this Prospectus.

This Prospectus contains information specific to the Offers. If investors require further information in relation to the Company, they are recommended to take advantage of the opportunity to inspect or obtain copies of the documents referred to above.

The following announcements have been lodged with ASX in respect of the Company since the Company lodged its annual financial report for the financial year ended 30 June 2021 on 15 September 2021.

Date	Title
11/10/21	Proposed issue of securities – ALY
11/10/21	Proposed issue of securities – ALY
11/10/21	Proposed issue of securities – ALY
11/10/21	Alchemy Launches $3.1M Capital Raising to Fund Drill Programs
07/10/21	Trading Halt
04/10/21	High Resolution UAV Magnetic Surveys Commence at Karonie
15/09/21	Appendix 4G
15/09/21	Corporate Governance Statement

6.3 Market price of Shares

The highest and lowest closing prices of Shares on the ASX during the 3 months preceding the date of this Prospectus, and the closing price on the trading day before the date of this Prospectus, are set out below.

	Price	Date
Highest	$0.017	31 August 2021
Lowest	$0.013	Various dates, most recently 11 October 2021
Last	$0.013	11 October 2021

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6.4 Lead Manager Mandate

By an agreement between the Lead Manager and the Company ( Lead Manager Mandate ), the Lead Manager has agreed to act as Lead Manager to the Shortfall Offer.

Pursuant to the Lead Manager Mandate, the Company has agreed to:

• (a) pay the Lead Manager (or its nominee/s) a fee of 6% (exclusive of GST) of the total amount raised under the Shortfall Offer (being a maximum of approximately $73,947 if no Entitlements were accepted and the entire Shortfall was placed); and

• (b) issue 10,000,000 Lead Manager Options to the Lead Manager (or its nominees) at an issue price of $0.00001 per Option.

The Lead Manager also acted as lead manager to the Placement.

The Lead Manager is also entitled to be reimbursed for reasonable costs and expenses incurred in respect of the engagement.

The Lead Manager Mandate also contains a number of indemnities, representations and warranties from the Company to the Lead Manager that are considered standard for an agreement of this type.

6.5 Director interests

Other than as set out below or elsewhere in this Prospectus, no existing or proposed Director holds at the date of this Prospectus, or has held in the 2 years prior to the date of this Prospectus, an interest in:

• (a) the formation or promotion of the Company;

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or in connection with the Offers; or

• (c) the Offers;

and no amount (whether in cash, Shares or otherwise) has been paid or agreed to be paid, nor has any benefit been given or agreed to be given, to an existing or proposed Director to induce them to become, or qualify as, a Director or for services in connection with the formation or promotion of the Company or the Offers.

Remuneration

The remuneration (including superannuation unless stated otherwise) paid to the Directors for the two financial years prior to the date of this Prospectus, and proposed to be paid to the Directors for the current financial year (on an annualised basis), is set out below.

Director	Position	FY 2020	FY 2021	FY2022
Lindsay Dudfield	Non-Executive Chairman	$15,000	$20,000	$20,000
Liza Carpene	Non-Executive Director	$10,000	$20,000	$20,000
Anthony Ho	Non-Executive Director	$14,999	$19,998	$20,000

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Securities

The Securities in which the Directors have or are proposed to have relevant interests in at the date of this Prospectus are set out below.

Director	Shares	Options1	Entitlement
Lindsay Dudfield2 69,653,142 1,185,983 11,608,855 Shares
Liza Carpene 2,500,000 25,000 416,666 Shares
Anthony Ho Nil Nil Nil

Notes:

1. All Options are exercisable at $0.03 each on or before 30 September 2022.

2. Mr Dudfield’s interests are held as follows:

3. 55,000 Shares and 1,250 Options held directly by Mr Dudfield;

4. 17,469,759 Shares held by Jindalee Resources Limited (of which Mr Dudfield is an executive director);

5. 970,020 Shares and 22,045 Options held by Mr Dudfield’s spouse;

6. 1,838,665 Shares and 41,787 Options held by an entity of which Mr Dudfield’s spouse is the sole director and beneficiary; and

7. 49,319,698 Shares and 1,120,901 Options held indirectly through the LG Dudfield Pension Fund.

It is the intention of Ms Carpene to take up her full Entitlement.

It is the intention of Mr Dudfield to take up all of his Entitlement, excluding his interests held by Jindalee Resources Limited (17,469,759 Shares). Mr Dudfield is an executive director of Jindalee Resources Limited. Investment decisions in relation to the Shares held by Jindalee Resources Limited are made by the board of Jindalee Resources Limited without Mr Dudfield. Mr Dudfield makes no representation as to whether the Entitlement relating to the Shares held by Jindalee Resources Limited will be taken up.

6.6 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

• (a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

• (b) promoter of the Company; or

• (c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (d) the formation or promotion of the Company;

• (e) any property acquired or proposed to be acquired by the Company in connection with:

• (i) its formation or promotion; or

• (ii) the Offers; or

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• (f) the Offers,

and no amounts have been paid or agreed to be paid an no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

• (g) the formation or promotion of the Company; or

• (h) the Offers.

Discovery Capital Partners Pty Ltd ( Discovery ) is acting as Lead Manager to the Shortfall Offer and will be paid the fees set out in Section 6.4 for those services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Discovery has been paid (or is due to be paid) a total of approximately $101,360 (plus GST) in fees by the Company in relation to services provided in relation to the Placement.

Edwards Mac Scovell has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Edwards Mac Scovell $15,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Edwards Mac Scovell has not been paid nor is owed fees for any other legal services provided to the Company in connection with the formation or promotion of the Company or the Offers.

6.7 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the securities), the Directors, any persons named in the Prospectus with their consent as proposed directors, any underwriters, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

• (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;

• (b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Discovery has given its written consent to being named as Lead Manager to the Shortfall in this Prospectus. Discovery has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Edwards Mac Scovell has given its written consent to being named as the solicitors to the Company in this Prospectus. Edwards Mac Scovell has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

BDO Audit (WA) Pty Ltd has given its written consent to use of the audited statement of financial position as at 30 June 2021 set out in Annexure A to this Prospectus. BDO Audit (WA) Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

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6.8 Estimated cash costs of the Offers

The estimated cash costs of the Offers (exclusive of GST) assuming all Entitlements are taken up are set out below.

Item	Amount
ASIC fees	$3,206
ASX fees	$5,870
Legal fees	$15,000
Miscellaneous	$1,370
Total	$25,446

Note: In the event all Entitlements are not accepted and funds are raised under the Shortfall Offer, the Company has agreed to pay the Lead Manager a fee of 6% of the funds raised under the Shortfall Offer. In the unlikely event no Entitlements are accepted and the entire Shortfall Offer was placed, the Company would pay a maximum fee of approximately $73,947 to the Lead Manager. It is intended that this amount would be satisfied from working capital.

6.9

Electronic prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Forms. If you have not, please phone the Company on the number set out in the Corporate Directory to this Prospectus and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the Company’s website as set out in the Corporate Directory to this Prospectus.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

6.10

Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

6.11 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share or option certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares or Options issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

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Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

6.12 Privacy Act

If you complete an application for Securities, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a holder of equity securities in the Company, facilitate distribution payments and corporate communications to you as a Security holder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application.

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Directors’ authorisation

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Lindsay Dudfield Non-Executive Chairman For and on behalf of Alchemy Resources Limited

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Glossary

$ means the lawful currency of the Commonwealth of Australia.

Additional Offer means the Lead Manager Options Offer.

Applicant means an applicant under an Offer.

Application Form means an Entitlement and Acceptance Form, a Shortfall Offer Application Form or a Lead Manager Options Offer Application Form, as the context requires.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Closing Date means the date specified in the timetable set out at Section 1 (unless extended) for the specified Offer.

Company means Alchemy Resources Limited (ACN 124 444 122).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Eligible Shareholders means a Shareholder whose details appear on the Company's register of Shareholders as at the Record Date and have a registered address in Australia or New Zealand.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form in respect of the Entitlement Offer either attached to or accompanying this Prospectus.

Entitlement Offer means the non-renounceable entitlement issue of Shares made pursuant to this Prospectus.

Ineligible Shareholder means a Shareholder as at the Record Date who is not an Eligible Shareholder.

Lead Manager or Discovery means Discovery Capital Partners Pty Ltd (ACN: 615 635 982) (AFSL: 500 223).

Lead Manager Mandate has the meaning given to it in Section 6.4.

Lead Manager Options means Options on the terms and conditions set out in Section 4.2.

Lead Manager Options Offer means the offer of Lead Manager Options to the Lead Manager (or its nominee/s) as made pursuant to this Prospectus.

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Lead Manager Options Offer Application Form means the application form either attached to or accompanying this Prospectus relating to the Lead Manager Options Offer.

Offers means the Entitlement Offer, Shortfall Offer and the Lead Manager Options Offer and an Offer means any one of them as the context requires.

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Performance Right means a performance right convertible into a Share subject to satisfaction of the performance hurdles in its terms and conditions.

Placement means the placement of 168,060,862 Shares to sophisticated and professional investors at an issue price of $0.011 per Share to raise approximately $1,848,670, as announced to ASX on 11 October 2021.

Prospectus means this prospectus.

Record Date means 7:00pm (Sydney time) on the date specified in the timetable set out at Section 1.

Section means a section of this Prospectus.

Securities means Shares, Options or Performance Rights and Security means any one of them as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Shortfall means the Shares not applied for under the Entitlement Offer (if any).

Shortfall Offer Application Form means the shortfall application form either attached to or accompanying this Prospectus relating to the Shortfall Offer.

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in Section 2.8.

Shortfall Shares means those Shares issued pursuant to the Shortfall.

WST means Western Standard Time as observed in Perth, Western Australia .

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Annexure A – Pro-forma statement of financial position

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ALCHEMY RESOURCES LIMITED

PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON CURRENT ASSETS Exploration and evaluation TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY	Audited for Placement Costs of year ended (Note 1) Placement Entitlement Proforma after 30-Jun-21 (Note 2) Offer Entitlement (Note 3) Offer 924,376 1,848,669 (101,360) 1,207,000 3,878,685 47,113 47,113 14,861 14,861 986,350 3,940,659 6,822,841 6,822,841 6,822,841 6,822,841 7,809,191 10,763,500 129,794 129,794 25,548 25,548 155,342 155,342 155,342 155,342 7,653,849 10,608,158 35,394,645 1,848,669 (143,628) 1,232,446 38,332,132 76,835 42,268 119,103 (27,817,631) (25,446) (27,843,077) 7,653,849 10,608,158 Entitlement Issue (Maximum Subscription)	Audited for Placement Costs of year ended (Note 1) Placement Entitlement Proforma after 30-Jun-21 (Note 2) Offer Entitlement (Note 3) Offer 924,376 1,848,669 (101,360) 1,207,000 3,878,685 47,113 47,113 14,861 14,861 986,350 3,940,659 6,822,841 6,822,841 6,822,841 6,822,841 7,809,191 10,763,500 129,794 129,794 25,548 25,548 155,342 155,342 155,342 155,342 7,653,849 10,608,158 35,394,645 1,848,669 (143,628) 1,232,446 38,332,132 76,835 42,268 119,103 (27,817,631) (25,446) (27,843,077) 7,653,849 10,608,158 Entitlement Issue (Maximum Subscription)
		10,608,158

Note 1

A placement to sophisticated and professional investors of 168,060,862 fully paid ordinary shares at an issue price of 1.1 cents per share to raise ~A$1,848,669 (the Placement).

Note 2

The costs of the Placement include:

• a cash fee up to 6% of funds raised (~A$101,360).

• 10,000,000 lead manager options with 5,000,000 exercisable at $0.02 within 12 months of the date of completion of the Placement and Entitlement Offer and 5,000,000 exercisable at $0.022 within 24 months of the date of completion of the Placement and Entitlement Offer. The options were valued using the Black & Scholes pricing model at ~$42,268, net of subscription price payable by the lead manager of 0.001c per option.

Note 3

A pro-rata non-renounceable rights issue at a ratio of 1:6 at an issue price of 1.1 cents per share to raise ~A$1,232,446.33 (Entitlement Offer). The costs of the Entitlement Offer is ~$25,466.