ALTITUDE MINERALS LTD - Capital/Financing Update 2021

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Copper Search Limited PROSPECTUS 97

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Copper Search Limited PROSPECTUS 129

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Copper Search Limited PROSPECTUS 135

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Copper Search Limited PROSPECTUS 137

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Copper Search Limited PROSPECTUS 141

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Copper Search Limited PROSPECTUS 163

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Copper Search Limited PROSPECTUS 165

7. INDEPENDENT SOLICITOR'S REPORT

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Copper Search Limited PROSPECTUS 167

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Copper Search Limited PROSPECTUS 169

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Copper Search Limited PROSPECTUS 177

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Copper Search Limited PROSPECTUS 181

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Copper Search Limited PROSPECTUS 183

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Schedule 2 – Map of the Determination Area

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8. MATERIAL CONTRACTS

The Directors consider that certain contracts entered into by the Company are material to the Company or are of such a nature that an investor may wish to have particulars of them when assessing whether to apply for Securities under the Offers. The provisions of such material contracts are summarised in this Section 8.

8.1 Joint Lead Manager Mandate

The Company has entered into a mandate agreement appointing amicaa Advisors Pty Ltd ( amicaa ) and ACNS Capital Markets Pty Ltd trading as Alto Capital ( Alto Capital ) (together, the Joint Lead Managers ) to provide corporate advisory services and act as joint lead manager and broker in respect of the Capital Raising Offer ( Mandate ). The principal terms of the Mandate are as follows:

(a) the Joint Lead Managers will provides services and assistance customarily provided in connection with marketing and execution of an initial public offer;
(b) the Company will, subject to successful completion of the Capital Raising Offer, pay the Joint Lead Managers a management fee of 2% of the total amount raised under the Capital Raising Offer, to be shared equally between the Joint Lead Managers;
(c) a placement fee of 4% of the total amount raised under the Capital Raising Offer (less any remuneration payable to other brokers appointed by the Joint Lead Managers to assist in the Capital Raising Offer), to be shared equally between the Joint Lead Managers; and
(d) the Company has also agreed to issue the Joint Lead Managers (or their nominees) 2,000,000 Joint Lead Manager Options exercisable at A$0.50 each on or before three years from the issue date, to be shared between the Joint Lead Managers, with amicaa receiving 75% of the Joint Lead Manager Options and Alto Capital receiving the remaining 25% of the Joint Lead Manager Options, on the terms and conditions detailed in Section 9.2.

The Joint Lead Managers are also entitled to be reimbursed by the Company for reasonable out of pocket expenses incurred in connection with the Mandate and the Capital Raising Offer.

The Mandate contains additional provisions considered standard for agreements of this nature.

8.2 Arabana Heritage Agreement

The Company has entered into a native title mining agreement for exploration with the Arabana Aboriginal Corporation RNTBC. Refer to paragraph 5(e) of the Independent Solicitor's Report in Section 7 for further details.

8.3 Executive Services Agreement

The Company has entered into an executive services agreement with Mr Peter McIntyre and Macallum Group Limited (an entity associated with Mr McIntyre) pursuant to which Mr Peter McIntyre is engaged as the Chief Executive Officer of the Company ( Executive Services Agreement ) on the following terms:

(a) Term

The Executive Services Agreement will continue until:

(i) an alternative CEO of the Company is appointed; or

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(ii)
either party terminates the Executive Services Agreement by giving one months' notice in writing.

Upon expiration of the Executive Services Agreement, Mr Peter McIntyre will continue his role as non-executive director of the Company pursuant to his nonexecutive director appointment letter (refer to Section 8.4 for further details).

(b) Fees

The Company will pay a monthly fee of A$6,417 (plus GST) for the provision of the CEO services to the Company.

During the term of the Executive Services Agreement, Mr Peter McIntyre will not be entitled to be paid or accrue any fees pursuant to his non-executive director appointment letter (refer to Section 8.4 for further details).

The terms and conditions of Mr Peter McIntyre's non-executive director appointment letter remain valid and subsisting both during the term and following the expiration of the Executive Services Agreement.

8.4 Non-Executive Director Arrangements

The Company has entered into non-executive director appointment letters with Messrs Chris Sutherland, Peter McIntyre, Greg Hall and Antonio Belperio on the following terms:

(a) Mr Chris Sutherland will receive annual director fees of A$65,000 (exclusive of superannuation);
(b) Mr Peter McIntyre will receive annual director fees of A$35,000 (exclusive of superannuation);
(c) Mr Greg Hall will receive annual director fees of A$35,000 (exclusive of superannuation);
(d) Dr Antonio Belperio will receive annual director fees of A$35,000 (exclusive of superannuation); and
(e) The respective appointments shall cease if the non-executive director:
(i) advises the Company in writing of their resignation;
(ii) is not re-elected by Shareholders as and when required by the Constitution and the Listing Rules; or
(iii) is removed as a director in accordance with the Corporations Act, the Constitution or any other applicable law.

8.5 Deeds of Indemnity, Access and Insurance

The Company has entered into standard deeds of indemnity, access and insurance with each of the Directors. Pursuant to those deeds, the Company has undertaken, consistent with the Corporations Act, to indemnify each Director in certain circumstances and to maintain directors’ and officers’ insurance cover in favour of the Director during the period of their appointment and for seven years after the Director has ceased to be a Director. The Company has further undertaken with each Director to maintain a complete set of the Company’s board papers and to make them available to the Director for seven years after the Director has ceased to be a Director.

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8.6 Arrangements with Macallum Group Limited

Macallum Group Limited (ACN 145 638 697) ( Macallum ) is a substantial shareholder of the Company and an entity associated with Mr Peter McIntyre (a director of the Company). The Company has entered into the following arrangements with Macallum.

(a) Premises Agreement

Macallum will provide serviced office facilities to the Company as its registered and administrative head office under a use of premises agreement ( Premises Agreement ). The material terms and conditions of the Premises Agreement are detailed below:

(i) Fees

Effective from 1 July 2021, Macallum will receive a monthly retainer of A$2,500 (plus GST) for the provision of serviced office facilities to the Company.

(ii) Termination

Either party can terminate the Premises Agreement at any time for any reason by giving one months' notice in writing.

The Company considers that the services provided by Macallum are provided on arm's length or better terms and Mr Peter McIntyre receives minimal to no financial benefit from the Premises Agreement.

(b)

Consultancy Deed – Martin Spivey

The Company is party to a consultancy deed with Mr Martin Spivey and Macallum ( Consultancy Deed ), under which Macallum and Mr Spivey will provide project management services to the Company in respect to the mineral and geological exploration on the Company's Projects. The material terms and conditions of the Consultancy Deed are detailed below:

(i) Consultancy Fee

Macallum will receive a monthly consultancy fee of A$8,500 (plus GST) for the provision of project management services to the Company. The consultancy fee may be increased at the election of the Company.

Any additional days of services provided by Macallum will be charged at a day rate of A$1,700 (plus GST) per day.

Any days of service worked by Mr Neal Culpan (an employee of Macallum) will be charged at a day rate of A$1,200 (plus GST) per day.

(ii) Termination

The Consultancy Deed may only be terminated after a period of 21 months unless:

(A) it is terminated summarily by the Company;
(B) it is terminated mutually by both parties;
(C) a change of control event has occurred, in which case either party may terminate immediately; or
(D) Mr Martin Spivey resigns from his employment with Macallum, in which case the parties can terminate by giving three months' notice in writing.

After the period of 21 months, either party can terminate the Consultancy Deed at any time for any reason by giving three months' notice in writing.

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The Consultancy Deed otherwise details provisions considered standard for a deed of its nature (including warranties and confidentiality provisions).

The Company considers that the project management services provided by Macallum and Mr Spivey are provided on arm's length or better terms and Mr Peter McIntyre receives minimal to no financial benefit from the Consultancy Deed.

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9. ADDITIONAL INFORMATION

9.1 Rights attaching to Shares

A summary of the rights attaching to the Shares under the Capital Raising Offer is detailed below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to the Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General meetings

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

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

(b) Voting rights

Subject to 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 or attorney;
(ii) on a show of hands, every person present who is a Shareholder or a representative of a Shareholder has one vote in respect of each Share carrying the right to 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 Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.

(c)

Dividend rights

The Directors alone may declare a dividend to be paid to Shareholders. The dividend is payable at a time determined in the Directors' discretion. No dividend may be declared or paid except as allowed by the Corporations Act. No interest is payable in respect of unpaid dividends. The Directors may set aside the Company's profit any amount that they consider appropriate. This amount may be used in any way that profits can be used, and can be invested or used in the Company's business in the interim.

(d)

Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for the 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

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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 liability.

(e)

Shareholder liability

As the Shares to be issued under the Offer detailed in this 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

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and/or the Listing Rules.

(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 (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of 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.

9.2 Terms and Conditions of Options

The Company will:

(a) prior to Admission, issue 750,000 Options to Messrs Peter McIntyre, Greg Hall and Antonio Belperio ( Director Options ); and
(b) on completion of the Offers and prior to Admission, issue 2,000,000 Options to the Joint Lead Managers (or their nominees) in accordance with the Mandate ( Joint Lead Manager Options ).

The terms of the Director Options and Joint Lead Manager Options are as follows:

(a) Entitlement

Each Option entitles the holder ( Holder ) to subscribe for one Share upon exercise.

(b) Exercise Price and Expiry Date

The exercise price of the Options is A$0.50 ( Exercise Price ).

The Director Options will expire on the date that is three years from the date of Admission ( Expiry Date ) and will vest as follows:

(i) one third will vest on the date of Admission;

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(ii) one third will vest one year after the date of Admission; and
(iii) one third will best two years after the date of Admission.

The Joint Lead Manager Options will expire on the date that is three years from the date of issue ( Expiry Date ).

(c)

Exercise Period

Each Option is exercisable at any time prior to the Expiry Date ( Exercise Period ). After this time, any unexercised Options will automatically lapse.

(d)

Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the applicable Exercise Price for each Option being exercised.

(e) Shares issued on Exercise

Shares issued on exercise of the Options rank equally with the Shares on issue and will be free of all encumbrances, liens and third party interests.

(f) Quotation of Shares

The Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Options.

(g) 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.

(h) Adjustment for bonus issues of Shares

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 an Option had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.
(i)

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

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where:

O' = the new Exercise Price of the Option.

O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.

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P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

(j) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Holder may be varied to comply with the Listing Rules that apply to the reconstruction at the time of the reconstruction.

(k) Quotation of Options

The Company will make no application for quotation of the Options.

(l) Options transferable

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX.

(m) Lodgement requirements

Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable'. The application for Shares on the exercise of the Options with the appropriate remittance must be lodged at the Share Registry.

9.3 Summary of the Company's Employee Incentive Plan

The Company has adopted the Employee Incentive Plan ( Plan ) which has been designed to align employees' interests with those of its Shareholders. This is achieved by making offers of Employee Incentives to reward and retain certain employees, consultants and directors of the Company, and to attract future talent.

(a) Offers to Eligible Employees

To achieve the abovementioned objectives of rewarding, retaining and attracting employees, consultants and directors of the Company (subject to any requisite Shareholder approvals), the Employee Incentives granted under the Plan may be subject to performance criteria or time-based exercise conditions as determined by the Board, in its sole and absolute discretion. Under the Plan, the Company may offer Plan Shares, Plan Options or Plan Performance Rights. The terms and conditions of each of these types of grant are detailed below.

(i) Offer

Written offers of Employee Incentives can be made by the Board, in its absolute discretion, to Eligible Employees (defined below). The terms and conditions of such offers will be detailed in the written offers made to Eligible Employees and the Plan.

(ii) Eligibility

Under the Plan, the following will be Eligible Employees :

(A) Directors, employees or other consultants or contractors of the Company, who are declared by the Board in its sole and

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absolute discretion to be eligible to receive grants of Employee Incentives under the Plan; or

(B)

any other person who is declared by the Board in its sole and absolute discretion to be eligible to receive grants of Employee Incentives under the Plan.

(iii) Consideration

Eligible Employees will not be required to make any payment in consideration for the grant of an Employee Incentive under the Plan, unless the Board otherwise determines.

Under the Plan, the Board has the discretion to allow a Plan Optionholder to set-off the exercise price of Plan Options against the number of Plan Shares that the Plan Optionholder is entitled to receive upon exercise of the Plan Options, allowing the Plan Optionholder to receive Plan Shares to the value of the surplus after the exercise price has been set-off.

(iv) Maximum allocation

Under the Plan, the Company may not make offers of Employee Incentives where the aggregate number of Plan Shares, Plan Options or Plan Performance Rights issued in the previous three years exceeds 10% of the total number of Shares of the Company on issue at that time. Such a limit is contained in the Plan.

(v) Employee loans

Where an Eligible Employee is issued Employee Incentives, the Board in its absolute discretion may choose to make an interest-free, limited recourse loan to the Eligible Employee for a part, or the whole, of the issue price relating to the Employee Incentives to be granted to that Eligible Employee.

(b) Terms of Shares

Shares issued under the Plan will be issued on the same terms as detailed in Section 9.1 and may be subject to certain conditions made in connection with the offer ( Offer Conditions ). Shares subject to Offer Conditions will remain restricted securities until the Offer Conditions have been satisfied. If the participant ceases to be an Eligible Employee prior to satisfaction of the Offer Conditions, the Company has the right to buy-back the Shares. The Company may also buy-back the Shares where the participant has acted fraudulently or dishonestly or the Board determines that any Offer Conditions have not been met by the relevant expiry date.

(c) Terms of Plan Options

The terms of the Plan Options are detailed below.

(i) Entitlement

Each Plan Option entitles the Plan Optionholder to subscribe for one Share upon payment of the Exercise Price.

(ii) Exercise Price and Expiry Date

The written offer made to each Eligible Employee will detail any exercise price ( Exercise Price ) and expiry date ( Expiry Date ) relevant to the Plan Option being issued.

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(iii) Vesting Conditions and Exercise Period

The Board may issue Plan Options to Eligible Employees with vesting conditions ( Vesting Conditions ) attached to them. Such Vesting Conditions may include performance criteria or time-based exercise conditions.

Any Vesting Conditions attached to Plan Options will be detailed in the written offer made to each Eligible Employee.

(iv) Shares issued on Exercise

Any shares issued to a Plan Optionholder upon the exercise of their Plan Option will rank equally with the other Shares of the Company. Such Shares will be issued as fully-paid and free of all encumbrances, liens and third party interests.

(v) Participation in new issues, voting rights and dividends

Plan Optionholders, while they hold Plan Options only, will not be entitled to vote, receive any dividends or participate in new issues of capital offered to Shareholders. Such rights and entitlements will only arise once the Plan Options have been exercised and the Plan Optionholder becomes a Shareholder.

(vi) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of a Plan Option will be reduced according to the following formula (as contained in Listing Rule 6.22):

𝑂′ = 𝑂−[𝐸[𝑃−�𝑆+ 𝐷�]] 𝑁+ 1

where:

O' = the new Exercise Price of the Option.

O = the old Exercise Price of the Option.

E = the number of underlying Shares into which one Option is exercisable.

P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

(vii) Adjustment for bonus issue of Shares

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):

Copper Search Limited PROSPECTUS 197

(A) the number of Shares which must be issued on the exercise of a Plan Option will be increased by the number of Shares which the Plan Optionholder would have received if the Plan Optionholder had exercised the Plan Option before the record date for the bonus issue; and
(B) no change will be made to the Exercise Price.

(viii) Adjustment for reorganisation

If the Company undertakes a reorganisation of its issued share capital, the rights of Plan Optionholders will be varied to comply the Listing Rules which apply to the reorganisation at that time.

(ix) Liquidity event

In the event of a sale of all of the Shares or a sale of all or substantially all of the assets of the Company, the Board in its absolute discretion may waive any Vesting Condition attaching to any Plan Options on issue.

(d) Terms of Plan Performance Rights

The terms of the Plan Performance Rights are detailed below.

(i) Entitlement

Each Plan Performance Right entitles the Plan Performance Right holder to be issued one Share upon the satisfaction of any relevant Performance Condition (defined below) within the Performance Period.

(ii) Performance Conditions and Performance Period

The Plan Performance Rights will be subject to applicable performance conditions ( Performance Conditions ) which must be satisfied during the Performance Period , which is specified by the Board in the written offer made to an Eligible Employee.

(iii) Notice of Performance Condition

The Board will notify an Eligible Employee whether they have satisfied the Performance Condition at the end of the Performance Period.

(iv) Lapse of Plan Performance Rights

Unless otherwise determined by the Board, the Plan Performance Rights automatically lapse if:

(A) the Eligible Employee ceases to be an Eligible Employee;
(B) the Performance Condition has not been satisfied within the Performance Period;
(C) if the Board determines in its reasonable opinion that the Performance Conditions have not been met and will not be able to be met within the Performance Period;
(D) where the Eligible Employee has, by any act or omission, brought the Company into disrepute;
(E) where the Eligible Employee notifies the Company that it has elected to surrender the Plan Performance Right; or

198

(F) the occurrence of any other circumstances specified in the written offer made to the Eligible Employee which may result in the lapsing of the Plan Performance Right.

(v) Shares issued on conversion of Plan Performance Rights

Any Shares issued upon the conversion of an Eligible Employee’s Plan Performance Rights will rank equally with the other Shares of the Company. Such Shares will be issued as fully-paid and free of all encumbrances, liens and third party interests.

(vi) Participation in new issues, voting rights and dividends

Plan Performance Rights holders, while they hold Plan Performance Rights only, will not be entitled to vote, receive any dividends or participate in new issues of capital offered to Shareholders. Such rights and entitlements will only arise once the Plan Performance Rights have converted into Shares and the Plan Performance Rights holder becomes a Shareholder.

(vii) Board may add to or vary Plan Performance Rights

The Board may add to or vary any Eligible Employee’s Plan Performance Rights, in a manner that increases the overall benefit to the Eligible Employee, if the Eligible Employee is promoted, receives an increase in remuneration, or if the Eligible Employee’s professional circumstances change such that the Board considers the previous Plan Performance Rights to be no longer appropriate.

(viii) Adjustments for reorganisation

Subject to the Listing Rules, the number of Plan Performance Rights held by an Eligible Employee under the Plan may, in the sole and absolute discretion of the Board, be determined to be such number as is appropriate and so that the Eligible Employee does not suffer any material detriment following any reorganisation of the share capital of the Company.

(e) Good Leaver

Where an participant who holds Employee Incentives becomes a Good Leaver, all vested Plan Options which have not been exercised will continue in force and remain exercisable for 90 days after the date the participant becomes a Good Leaver, unless the Board determines otherwise in its sole and absolute discretion, after which the Employee Incentives will lapse. Unless the Board determines otherwise in its sole and absolute discretion, all unvested Employee Incentives will lapse. A Good Leaver is a person who is not a Bad Leaver. A Bad Leaver includes a person who is dismissed from office for serious or persistent breach of their terms of employment, a Director who has become disqualified, or a person who has committed some other fraudulent, dishonest or negligent act.

(f)

Change of Control

All granted Plan Performance Rights which have not yet vested or lapsed will automatically and immediately vest, and a Participant may exercise any or all of their Plan Options, regardless of whether the Vesting Conditions have been satisfied (provided that no Plan Option will be capable of exercise later than the Expiry Date), if any of the following change of control events occur:

(i) the Company announces Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme

Copper Search Limited PROSPECTUS 199

of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

(ii) a takeover bid:
(A) is announced;
(B) has become unconditional; and
(C) the person making the takeover bid has a Relevant Interest in 50% or more of the issued Shares; or

(iii) any person acquires a Relevant Interest in 50.1% or more of the issued Shares by any other means.

(g)

Non-Transferable and No Quotation

Plan Options and Plan Performance Rights are unquoted securities and may not be sold, transferred, assigned or novated except with the prior approval of the Board.

(h) Termination, Suspension or Amendment

The Board may terminate, suspend or amend the Plan at any time subject to any resolution of the Company required by the Listing Rules.

(i) Disposal Restrictions on Shares

The Board may impose disposal restrictions on Shares issued under the Plan or acquired following the vesting of Plan Performance Rights or exercise of Plan Options as a condition of any offer. The Board may place a holding lock or similar arrangements on the Shares to give effect to the restrictions.

Buy-Back

The Company may buy-back Shares issued under the Plan in certain circumstances in accordance with the rules of the Plan.

Following Admission, the Company may issue securities under the Plan to certain employees, consultants and directors of the Company and the terms of these securities are to be determined by the Board.

9.4 Effect of the Capital Raising Offer on control and substantial Shareholders

Those Shareholders (and their associated entities) holding an interest in 5% or more of the Shares on issue as at the date of this Prospectus are as follows.

Shareholder	Number of Shares	%
Macallum Group Limited1	25,799,980	53.61%
Mr Peter McIntyre2	3,333,846	6.93%

Note:

Macallum Group Limited is an entity associated with Mr Peter McIntyre (a director of the Company).
Comprises:
(a) 1,492,308 Shares held by Labonne Enterprises Pty Ltd as trustee for the McIntyre Family Trust, an entity associated with Mr Peter McIntyre; and
(b) 1,841,538 Shares held by Labonne Enterprises Pty Ltd as trustee for the McIntyre Superannuation Fund, an entity associated with Mr Peter McIntyre.

200

Based on the information known as at the date of this Prospectus, on Admission, the following Shareholders will have an interest in 5% or more of the Shares on issue:

	Minimum	Subscription	Maximum	Subscription
Shareholder	Number of	Percentage	Number of	Percentage
	Shares	of Share	Shares	of Share
Macallum Group Limited1	25,799,980	34.94%	25,799,980	31.31%

Note:

Macallum Group Limited is an entity associated with Mr Peter McIntyre (a director of the Company).

9.5 Interests of Promoters, Experts and Advisers

No promoter or other person named in this Prospectus as having performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus (or an entity in which they are a partner or director) holds, has, or has had in the two years before the date of this Prospectus, any 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 the Capital Raising Offer; or
(c) the Capital Raising Offer,

and no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be paid to a promoter or any person named in this Prospectus as having performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus (or entity in which they are a partner or director), provided in connection with the formation or promotion of the Company or the Offers, except as follows and as disclosed in this Prospectus:

(d) the Joint Lead Managers have acted as joint lead managers to the Offers and will receive payment for their services from the Company under the Mandate. Refer to Section 8.1 for further details;
(e) BDO Audit (WA) Pty Ltd has acted as auditor to the Company and has audited the financial statements of the Company for the years ended 30 June 2019 and 30 June 2020 and has reviewed the financial statements of the Company for the period ended 31 December 2020. The Company has paid, or has agreed to pay, an amount of approximately A$18,000 (including disbursements and GST) for these services up until the date of this Prospectus. Further amounts may be paid under time-based charges;
(f) BDO Corporate Finance (WA) Pty Ltd has acted as Independent Accountant and has prepared the Independent Accountant's Report which has been included in Section 5. The Company has paid, or has agreed to pay, an amount of approximately A$14,000 (excluding disbursements and GST) for these services up until the date of this Prospectus. Further amounts may be paid to the Independent Accountant under time-based charges;
(g) CSA Global Pty Ltd has acted as the Independent Technical Expert and has prepared the Independent Technical Report which has been included in Section 6. The Company has paid, or has agreed to pay, an amount of approximately A$27,600 (excluding disbursements and GST) for these services up until the date of this Prospectus. Further amounts may be paid under time-based charges;
(h) Mellor Olsson Lawyers has acted as the tenement solicitors to the Company and has prepared the Independent Solicitor's Report which has been included in Section 7. The Company has paid, or has agreed to pay, an amount of approximately A$15,000 (excluding disbursements and GST) for these services up

Copper Search Limited PROSPECTUS 201

until the date of this Prospectus. Further amounts may be paid under time-based charges;

(i) Thomson Geer has acted as legal adviser to the Company in relation to the Offers. The Company has paid, or has agreed to pay, an amount of approximately A$80,000 (excluding disbursements and GST) in respect of these services up until the date of this Prospectus. Further amounts may be paid to Thomson Geer in accordance with its normal time-based charges; and
(j) Automic Pty Ltd is the Company's share registry, and will be paid for these services on standard industry terms and conditions.

9.6 Consents

Each of the parties referred to in this Section:

(a) has given the following consents in accordance with the Corporations Act which have not been withdrawn as at the date of lodgement of this Prospectus with ASIC; and
(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement or report included in this Prospectus with the consent of that party as specified in this Section 9.6.

None of the parties referred to in this Section 9.6 authorised or caused the issue of this Prospectus or the making of the Offers.

amicaa has given its written consent to be named as Joint Lead Manager to the Capital Raising Offer. amicaa has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Alto Capital has given its written consent to be named as Joint Lead Manager to the Capital Raising Offer. Alto Capital has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

BDO Audit (WA) Pty Ltd has given its written consent to be named as auditor to the Company. BDO Audit (WA) Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

BDO Corporate Finance (WA) Pty Ltd has given its written consent to be named as Independent Accountant and to the inclusion of its Independent Accountant's Report in Section 5 of the Prospectus in the form and context in which the report was included. BDO Corporate Finance (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

CSA Global Pty Ltd has given its written consent to be named as the Independent Technical Expert to the Company and to the inclusion of its Independent Technical Report in Section 6 of the Prospectus in the form and context in which the report was included. CSA Global Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Mellor Olsson Lawyers has given its written consent to being named as the tenement solicitors to the Company and to the inclusion of its Independent Solicitor's Report in Section 7 of the Prospectus in the form and context in which the report was included. Mellor Olsson Lawyers has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Thomson Geer has given its written consent to being named as Australian legal advisor to the Company. Thomson Geer has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

202

Automic Pty Ltd has given its written consent to being named as the share registry to the Company. Automic Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Each of the Directors has given their written consent to being named in this Prospectus in the context in which they are named and have not withdrawn their consent prior to lodgement of this Prospectus with ASIC.

9.7 Ownership Restrictions

The sale and purchase of Shares in Australia are regulated by a number of laws that restrict the level of ownership or control by any one person (either alone or in combination with others). This Section 9.7 details a general description of these laws.

(a) Foreign Acquisitions and Takeovers Act 1975 (Cth) and Commonwealth Government Foreign Investment Policy

Generally, the Foreign Acquisitions and Takeovers Act 1975 (Cth) applies to acquisitions of shares and voting power in a company of 20% or more by a single foreign person and its associates ( Substantial Interest ), or 40% or more by two or more unassociated foreign persons and their associates ( Aggregate Substantial Interest ).

Where a proposed acquisition of a Substantial Interest or Aggregate Substantial Interest meets certain criteria, the acquisition may not occur unless notice of it has been given to the Commonwealth Treasurer and the Commonwealth Treasurer has either stated that there is no objection to the proposed acquisition in terms of Australia’s Foreign Investment Policy or a statutory period has expired without the Federal Treasurer objecting. An acquisition of a Substantial Interest or an Aggregate Substantial Interest meeting certain criteria may also lead to divestment orders unless a process of notification, and either a statement of non-objection or expiry of a statutory period without objection, have passed.

In addition, in accordance with Australia’s Foreign Investment Policy, proposed acquisitions of a direct investment in an Australian company by foreign government investors and their associates must be notified to the Foreign Investment Review Board for prior approval, irrespective of the value of the investment. According to Australia’s Foreign Investment Policy, a direct investment will typically include any investment of 10% or more of the shares (or other securities or equivalent interest or voting power) in an Australian company but may also include investment of less than 10% where the investor is building a strategic stake in the target or obtains potential influence or control over the target.

(b)

Corporations Act

The takeover provisions in Chapter 6 of the Corporations Act restrict acquisitions of Relevant Interests in issued voting shares in listed companies, and unlisted companies with more than 50 members, if, as a result of the acquisition, the acquirer’s (or another party’s) voting power in that company would increase from 20% or below to more than 20%, or would increase from a starting point that is above 20% and below 90%, unless certain exceptions apply. The Corporations Act also imposes notification requirements on persons having voting power of 5% or more in the Company either themselves or together with their associates.

Copper Search Limited PROSPECTUS 203

9.8 Expenses of the Offers

The total expenses of the Offers payable by the Company are:

	Minimum Subscription	Maximum Subscription
	A$	A$
ASX fees	94,236	97,529
Lead Manager fees	540,000	720,000
Legal Counsel Fees	80,000	80,000
Independent Accountant's Report	14,000	14,000
Independent Technical Report	27,600	27,600
Independent Solicitor's Report	15,000	15,000
Registry, Printing and Type Setting	5,000	5,000
TOTAL	A$775,836	A$959,129

9.9 Continuous Disclosure Obligations

Following Admission, the Company will be a "disclosing entity" (as defined in section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose to the market any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Securities (unless a relevant exception to disclosure applies). Price sensitive information will be publicly released through ASX before it is otherwise disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to ASX. In addition, the Company will post this information on its website after ASX confirms that an announcement has been made, with the aim of making the information readily accessible to the widest audience.

9.10 Litigation and Claims

So far as the Directors are aware, there are no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which the Company is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of the Company.

9.11 Electronic Prospectus

Pursuant to Regulatory Guide 107 ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of Shares in response to an electronic application form, subject to compliance with certain provisions. If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company and the Company will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both.

204

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. In such a case, the Application Monies received will be dealt with in accordance with section 722 of the Corporations Act.

9.12 Documents Available for Inspection

Copies of the following documents are available for inspection during normal business hours at the registered office of the Company at 11 Moreau Mews, Applecross, Western Australia:

(a) this Prospectus;
(b) the Constitution; and
(c) the consents referred to in Section 9.6 of this Prospectus.

9.13 Statement of Directors

The Directors report that after due enquiries by them, in their opinion, since the date of the financial statements in the Independent Accountant's Report in Section 5 there have not been any circumstances that have arisen or that have materially affected or will materially affect the assets and liabilities, financial position, profits or losses or prospects of the Company, other than as disclosed in this Prospectus.

Copper Search Limited PROSPECTUS 205

10. AUTHORISATION

This Prospectus is authorised by the Company and lodged with ASIC pursuant to section 718 of the Corporations Act.

Each of the Directors has consented to the lodgement of this Prospectus with ASIC, in accordance with section 720 of the Corporations Act and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Company by:

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Chris Sutherland Non-Executive Chairman

Dated: 30 July 2021

206

11. GLOSSARY OF TERMS

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

A$ or $

Australian dollars.

Admission

Admission of the Company to the Official List, following completion of the Offer.

Alto Capital amicaa Applicant Application

Has the meaning given in Section 8.1.

A person who submits an Application Form.

A valid application for Securities under the Offers made pursuant to an Application Form.

Application Form(s) The application form(s) attached to this Prospectus. Application Monies Monies received from persons applying for Shares pursuant to the Capital Raising Offer under this Prospectus. ASIC Australian Securities and Investments Commission.

ASX Australian Securities Exchange Limited ACN 008 624 691 or, where the context requires, the financial market operated by it.

ASX Settlement Rules ASX Settlement Operating Rules of ASX Settlement Pty Ltd (ABN 49 008 504 532). Board The board of Directors of the Company. Broker Any ASX participating organisation selected by the Joint Lead Managers and the Company to act as a broker for the Capital Raising Offer.

ASX Settlement Operating Rules of ASX Settlement Pty Ltd (ABN 49 008 504 532).

Broker Firm Offer The offer of Shares under this Prospectus to Australian resident retail clients of Brokers who have received a firm allocation from their Broker as detailed in Section 1.2.

Capital Raising Offer

The offer by the Company, pursuant to this Prospectus, of up to approximately 34,285,715 Shares at an issue price of A$0.35 each to raise up to approximately A$12,000,000.

CEO The Chief Executive Officer of the Company. CHESS Clearing House Electronic Subregister System. Closing Date The date the Offers close. Company or Copper Copper Search Limited ACN 650 673 500. Search Competent Person Has the meaning given in the JORC Code. Constitution The constitution of the Company from time to time. Consultancy Deed Has the meaning given in Section 8.6(b).

Copper Search Limited PROSPECTUS 207

Copper Search Australia Copper Search Australia Pty Ltd ACN 606 757 948. Corporations Act Corporations Act 2001 (Cth). Director Options Has the meaning given in Section 9.2. Directors The directors of the Company. DvP Delivery versus Payment. Electronic Prospectus The electronic copy of this Prospectus located on the Company's website at www.coppersearch.com.au Eligible Employee Has the meaning given in Section 9.3. Employee Incentive A Plan Share, Plan Option or Plan Performance Right granted under the Plan. Exercise Period Has the meaning given in Section 9.3. Exercise Price Has the meaning given in Section 9.3. Exploration Application Has the meaning given in Section 2.1. Exploration Licence Has the meaning given in Section 2.1. Exposure Period In accordance with section 727(3) of the Corporations Act, the period of 7 days (which may be extended by ASIC to up to 14 days) after lodgement of this Prospectus with ASIC during which the Company must not process Applications. Firm Commitment The letter received by Australian institutional clients of the Confirmation Letter Joint Lead Managers to apply for Shares under the Institutional Offer. Gawler Craton Region Has the meaning given in Section 2.1. GST Goods and Services Tax. HIN Holder Identification Number. Independent Accountant BDO Corporate Finance (WA) Pty Ltd. Independent The report contained in Section 5. Accountant's Report Independent Solicitor's The report contained in Section 7. Report Independent Technical The report contained in Section 6. Report Indicative Timetable The indicative timetable for the Offers on page 7 of this Prospectus. Institutional Investors Investors who are persons in Australia who are wholesale clients under section 761G of the Corporations Act and either “professional investors” or “sophisticated investors” under sections 708(11) and 708(8) of the Corporations Act as agreed by the Company and the Joint Lead Managers, to whom offers of Shares may lawfully be made without the need for a lodged

208

	or registered prospectus or other form of disclosure document
	or filing with, or approval by, any government agency (except
	one with which the Company is willing in its discretion to
	comply).
Institutional Offer	The invitation to Institutional Investors under this Prospectus to
	acquire Shares as detailed in Section 1.3.
Joint Lead Managers	Has the meaning given in Section 8.1.
Joint Lead Manager Offer	The offer by the Company, pursuant to this Prospectus, of the
	Joint Lead Manager Options to the Joint Lead Managers.
Joint Lead Manager	The 2,000,000 Options to be issued to the Joint Lead
Options	Managers pursuant to the Mandate on the terms detailed in
	Section 8.1.
JORCorJORC Code	Means the Australasian Code for Reporting of Exploration
	Results, Mineral Resources and Ore Reserves, 2012.
Listing Rules	The listing rules of ASX.
Macallum Group Limited	Macallum Group Limited ACN 145 638 697.
orMacallum
Mandate	Has the meaning given in Section 8.1.
Mineral Resource	Has the meaning given to that term in the JORC Code.
Minimum Subscription	Has the meaning given in Section 1.6.
Minister	Means the Minister for Energy and Mining within the
	Department for Energy and Mining.
Native Title Act	Has the meaning given in Section 3.2(d).
Notice of Exercise	Has the meaning given in Section 9.2.
Offer Conditions	Has the meaning given in Section 9.3(b).
Offer Period	The period commencing on the Opening Date and ending on
	the Closing Date.
Offer Price	A$0.35 per Share under the Capital Raising Offer.
Offers	Means the Capital Raising Offer and the Joint Lead Manager
	Offer.
Official List	The official list of ASX.
Official Quotationor	Official quotation by ASX in accordance with the Listing Rules.
Quotation
Opening Date	The date the Offers open.
Option	An option to subscribe for a Share.
Plan	The employee incentive plan adopted by the Company.
Plan Option	An option granted under the Plan.

Copper Search Limited PROSPECTUS 209

Plan Performance Right	A performance right granted under the Plan.
Plan Share	A share granted under the Plan.
Premises Agreement	Has the meaning given in Section 8.6(a).
Projects	Has the meaning given in Section 2.1.
Prospectus	This prospectus dated 30 July 2021.
Recommendations	Has the meaning given in Section 4.8.
Restricted Securities	Has the meaning given in the Listing Rules.
Section	A section of this Prospectus.
Security	Means a Share or Option as the context requires.
Share	A fully paid ordinary share in the capital of the Company.
Share Registry	Automic Pty Ltd (ACN 152 260 814).
Shareholder	Any person holding Shares.
SRN	Security holder Reference Number.
WST	Western Standard Time.

210

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AI assistant

ALTITUDE MINERALS LTD — Capital/Financing Update 2021

64451_rns_2021-09-12_49cda6e8-80aa-4006-9916-2890fd4bf8cc.pdf

7. INDEPENDENT SOLICITOR'S REPORT

Schedule 2 – Map of the Determination Area

8. MATERIAL CONTRACTS

8.1 Joint Lead Manager Mandate

8.2 Arabana Heritage Agreement

8.3

Executive Services Agreement

(b) Fees

8.4 Non-Executive Director Arrangements

8.5 Deeds of Indemnity, Access and Insurance

8.6 Arrangements with Macallum Group Limited

(a) Premises Agreement

(ii) Termination

(b)

Consultancy Deed – Martin Spivey

(i) Consultancy Fee

(ii) Termination

9. ADDITIONAL INFORMATION

9.1 Rights attaching to Shares

(a) General meetings

(b) Voting rights

(c)

Dividend rights

(d)

Winding-up

(e)

Shareholder liability

(f) Transfer of Shares

(g)

Variation of rights

(h)

Alteration of Constitution

9.2 Terms and Conditions of Options

(a) Entitlement

(b) Exercise Price and Expiry Date

(c)

Exercise Period

(d)

Notice of Exercise

(e) Shares issued on Exercise

(g) Participation in new issues

(h) Adjustment for bonus issues of Shares

Adjustment for rights issue

(j) Adjustments for reorganisation

(k) Quotation of Options

(l) Options transferable

(m) Lodgement requirements

9.3 Summary of the Company's Employee Incentive Plan

(ii) Eligibility

(B)

(iii) Consideration

(iv) Maximum allocation

(v) Employee loans

(b) Terms of Shares

(c) Terms of Plan Options

(i) Entitlement

(ii) Exercise Price and Expiry Date

(iii) Vesting Conditions and Exercise Period

(iv) Shares issued on Exercise

(v) Participation in new issues, voting rights and dividends

(vi) Adjustment for rights issue

(vii) Adjustment for bonus issue of Shares

(viii) Adjustment for reorganisation

(ix) Liquidity event

(d) Terms of Plan Performance Rights

(iv) Lapse of Plan Performance Rights

(v) Shares issued on conversion of Plan Performance Rights

(vi) Participation in new issues, voting rights and dividends

(vii) Board may add to or vary Plan Performance Rights

(viii) Adjustments for reorganisation

(e) Good Leaver

(f)

Change of Control

(g)

Non-Transferable and No Quotation

(h) Termination, Suspension or Amendment

(i) Disposal Restrictions on Shares

ALTITUDE MINERALS LTD Capital/Financing Update 2021