ALTITUDE MINERALS LTD — Capital/Financing Update 2021

Sep 12, 2021

==> picture [10 x 120] intentionally omitted <==

----- Start of picture text -----

ACN 650 673 500
----- End of picture text -----

==> picture [147 x 147] intentionally omitted <==

prospectus

==> picture [151 x 36] intentionally omitted <==

==> picture [68 x 81] intentionally omitted <==

==> picture [166 x 56] intentionally omitted <==

Copper Search Limited ACN 650 673 500

PROSPECTUS

For an offer 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

This Prospectus has been issued to provide information on the offer of up to approximately 34,285,715 Shares to be issued at a price of A$0.35 per Share to raise up to approximately A$12,000,000 (before costs) ( Capital Raising Offer ). The minimum subscription under the Capital Raising Offer is approximately A$9,000,000.

This Prospectus also incorporates the secondary offer of 2,000,000 Options to the Joint Lead Managers (or their nominees) ( Joint Lead Manager Offer )

It is proposed that the Capital Raising Offer and Joint Lead Manager Offer (together, Offers ) will close at 5.00pm (WST) on 23 August 2021. The Directors reserve the right to close the Offers earlier or to extend this date without notice. Applications must be received before that time.

CORPORATE DIRECTORY

Directors

Mr Chris Sutherland – Non-Executive Chairman

Mr Peter McIntyre – Executive Director and Chief Executive Officer

Lawyers

Thomson Geer Level 27, The Exchange Tower 2 The Esplanade Perth WA 6000

Auditor*

Mr Greg Hall – Non-Executive Director

Dr Antonio Belperio – Non-Executive Director

BDO Audit (WA) Pty Ltd Level 1, 38 Station Street Subiaco WA 6008

Independent Accountant

Company Secretary and Chief Financial Officer

Mr Rance Dorrington

BDO Corporate Finance (WA) Pty Ltd Level 1, 38 Station Street Subiaco WA 6008

Registered and Principal Office

11 Moreau Mews Applecross WA 6153 Phone: + 61 8 6159 9100 Website: www.coppersearch.com.au

Share Registry*

Automic Pty Ltd Level 5 126 Phillip St Sydney NSW 2000

Proposed Stock Exchange Listing

Australian Securities Exchange (ASX) Proposed ASX Code: CUS

• These entities are included for information purposes only. They have not been involved in any part of this Prospectus.

Joint Lead Managers

amicaa Advisors Pty Ltd Level 13, 20 Hunter Street Sydney NSW 2000 AFSL: 520271

ACNS Capital Markets Pty Ltd trading as Alto Capital 16 Ord Street West Perth WA 6005 AFSL: 279099

Independent Technical Expert

CSA Global Pty Ltd Level 2, 3 Ord Street West Perth WA 6005

Independent Tenement Solicitor

Mellor Olsson Lawyers Pirie House Level 6, 89 Pirie Street Adelaide SA 5000

CONTENTS

IMPORTANT NOTICE .................................................................................................... 1	IMPORTANT NOTICE .................................................................................................... 1
LETTER FROM THE CHAIRMAN .................................................................................. 6
1.	DETAILS OF OFFERS .................................................................................... 16
2.	COMPANY OVERVIEW .................................................................................. 28
3.	RISK FACTORS .............................................................................................. 48
4.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ..................... 57
5.	INDEPENDENT ACCOUNTANT'S REPORT .................................................. 65
6.	INDEPENDENT TECHNICAL REPORT .......................................................... 88
7.	INDEPENDENT SOLICITOR'S REPORT ...................................................... 166
8.	MATERIAL CONTRACTS ............................................................................. 188
9.	ADDITIONAL INFORMATION ....................................................................... 192
10.	AUTHORISATION ......................................................................................... 206
11.	GLOSSARY OF TERMS ............................................................................... 207

IMPORTANT NOTICE

The issuer of this Prospectus is Copper Search Limited ACN 650 673 500 ( Copper Search or Company ).

Capital Raising Offer

The Capital Raising Offer detailed in this Prospectus is an invitation to you to apply for fully paid ordinary shares in the Company. This Prospectus is issued by the Company for the purpose of Chapter 6D of the Corporations Act. The Capital Raising Offer detailed in this Prospectus is an initial public offering of Shares.

Prospectus

This Prospectus is dated, and was lodged with ASIC on, 30 July 2021. Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The expiry date of this Prospectus is 5.00pm (WST) on that date which is thirteen (13) months after the date of this Prospectus. No Securities will be issued on the basis of this Prospectus after that expiry date.

An application will be made to ASX within seven (7) days of the date of this Prospectus for Official Quotation of the Shares the subject of the Capital Raising Offer.

No person is authorised to give any information or to make any representation in connection with the Offers, other than as is contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors, the Joint Lead Managers or any other person in connection with the Offers. You should rely only on the information in this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative.

Note to Applicants

The information detailed in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. This Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its securities or any other financial products.

This Prospectus is important and should be read in its entirety prior to deciding whether to invest in Securities. There are risks associated with an investment in Securities and some of the key risks are detailed in Section 3. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in Securities. There may also be risks in addition to these that should be considered in light of your personal circumstances.

If you do not fully understand this Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in Securities.

Except as required by law and only to the extent so required, no person named in this Prospectus warrants or guarantees the Company’s performance, the repayment of capital by the Company or any return on investment made pursuant to this Prospectus.

As detailed in Section 1.19, it is expected that the Shares will be quoted on the ASX. The Company, the Company’s service provider Automic Pty Ltd ( Share Registry ) and the Joint Lead Managers disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving their holding statements.

Copper Search Limited PROSPECTUS 1

Foreign Investors

This Prospectus does not constitute an offer or invitation to apply for Securities in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Securities or the Offers or to otherwise permit a public offering of the Securities, in any jurisdiction outside Australia. The distribution of this Prospectus (including in electronic form) outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The Shares are not being extended to any investor outside Australia, other than sophisticated and institutional investors in certain jurisdictions detailed in Section 1.21.

Refer to Section 1.21 for more details on selling restrictions that apply to the Offers and the sale of Shares in jurisdictions outside Australia.

Financial Information

The financial information included in this Prospectus has been prepared and presented in accordance with the recognition and measurement principles prescribed by Australian Accounting Standards (which are consistent with International Financial Reporting Standards), except where otherwise stated.

The financial information is presented in abbreviated form. It does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports. The financial information in this Prospectus should be read in conjunction with, and is qualified by reference to, the information detailed in Section 5.

All financial amounts detailed in this Prospectus are expressed in Australian dollars unless otherwise stated. Some numerical figures included in this Prospectus have been subject to rounding adjustments. Any discrepancies between totals and sums of components in tables detailed in this Prospectus are due to rounding.

Past Performance

This Prospectus includes information regarding past performance of the Company. Prospective investors should be aware that past performance should not be relied upon as being indicative of future performance.

Electronic Prospectus and Application Forms

This Prospectus will generally be made available in electronic form by being posted on the Company's website at www.coppersearch.com.au. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form (free of charge) from the Company's registered office during the Offer Period by contacting the Company. Contact details for the Company and details of the Company's registered office are detailed in the Corporate Directory. The Offers constituted by this Prospectus in electronic form is only available to persons receiving an electronic version of this Prospectus and relevant Application Form within Australia.

Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus.

Prospective investors wishing to subscribe for Shares under the Capital Raising Offer should complete the Application Form. If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

2

Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus. In such circumstances, any Application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act.

Applications under this Prospectus will not be processed by the Company until after the Exposure Period. No preference will be conferred upon Applications received during the Exposure Period.

Cooling Off Rights

Cooling off rights do not apply to an investment in Securities acquired under this Prospectus. This means that, in most circumstances, you cannot withdraw your application to acquire Securities under this Prospectus once it has been accepted.

Website

No document or information included on the Company’s website is incorporated by reference into this Prospectus.

Speculative Investment

The Securities offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the Securities offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid on the Shares or that there will be an increase in the value of the Shares in the future.

Prospective investors should carefully consider whether the Securities offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 3 for details relating to the key risks applicable to an investment in the Securities.

Using this Prospectus

Persons wishing to subscribe for Securities offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company and the rights and liabilities attaching to the Securities offered pursuant to this Prospectus. If persons considering subscribing for Securities offered pursuant to this Prospectus have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser for advice.

Privacy Statement

By completing an Application Form, you are providing personal information to the Company through the Share Registry which will manage Applications on behalf of the Company. The Company, the Share Registry on behalf of the Company and the Joint Lead Managers, may collect, hold, use and disclose that personal information to process your Application, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration of your investment.

The Company will only use and/or disclose your personal information for the purposes for which it was collected, other related purposes and as permitted or required by law. If you do not wish to provide the information requested in the Application Form, the Company and Share Registry may not be able to process your Application.

The Company and the Share Registry may also share your personal information with agents and service providers of the Company or others who provide services on the Company’s behalf, some of which may be located outside Australia where personal information may not receive the same level of protection as that afforded under Australian law.

Copper Search Limited PROSPECTUS 3

The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared are:

• the Share Registry for ongoing administration of the register of members;

• printers and other companies for the purposes of preparation and distribution of statements and for handling mail; and

• legal and accounting firms, independent auditors, contractors, consultants and other advisers for the purposes of administering, and advising on, the Shares and associated actions.

Information contained in the Share register will also be used to facilitate dividend payments (if any), corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its Shareholders) and compliance by the Company with legal and regulatory requirements. An Applicant has a right to gain access to their personal information that the Company and Share Registry may hold about that person, subject to certain exemptions under law.

By completing an Application Form or authorising a broker to do so on your behalf, or by providing the Company with your personal information, you agree to this information being collected, held, used and disclosed as detailed in this privacy statement.

The Company aims to ensure that the personal information it retains about you is accurate, complete and up-to-date. To assist with this, please contact the Company or the Share Registry if any of the details you have provided change.

Forward-Looking Statements

This Prospectus contains forward-looking statements which are identified by words such as "believes", "estimates", "expects", "targets", "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 3. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information detailed in this Prospectus, except where required by law.

The Company cannot and does not give assurances that the results, performance or achievements expressed or implied in the forward-looking statements detailed in this Prospectus will actually occur and prospective investors are cautioned not to place undue reliance on these forward-looking statements.

Proximate Statements

The Investment Overview and the Company Overview in Section 2 of this Prospectus contain references to other parties either nearby or proximate to the Projects and includes references to topographical or geological similarities to that of the Projects. It is important to note that such discoveries or geological similarities do not in any way guarantee that the Company will have any success or similar successes in delineating a Mineral Resource on the Projects, if at all.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses this Prospectus or its contents or that the assets shown in them are owned by the Company.

4

Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data detailed in charts, graphs and tables is based on information available at the date of this Prospectus.

Competent Persons Statement

The information in this Prospectus that relates to exploration results on the Company's exploration licences and applications is based on, and fairly represents, information and supporting documentation prepared by Mr Martin Spivey, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy. Mr Spivey has sufficient experience in exploring, mining and estimating base copper and gold deposits that is relevant to the style of mineralisation and types of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Mr Spivey consents to the inclusion of the matters based on his information in the form and context in which it appears in this Prospectus and has not withdrawn his consent before lodgement of this Prospectus with ASIC.

Miscellaneous

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to '$' or 'A$' are references to Australian dollars. All references to time in this Prospectus are references to WST, being the time in Perth, Western Australia, unless otherwise stated.

Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 11.

Copper Search Limited PROSPECTUS 5

LETTER FROM THE CHAIRMAN

Dear Investor

On behalf of the Board, I am pleased to offer you an opportunity to invest in Copper Search Limited ( Copper Search or Company ).

Copper Search is a mineral exploration and development company focused on the Gawler Craton Region in South Australia ( Gawler Craton Region ). The Company has secured ten mineral exploration licences (and has applied for an additional mineral exploration licence) in the Gawler Craton Region, covering a total area of 6,673km[2] . The Company has identified four main project areas comprising the Peake and Denison, Mt Arthur, Ruby Hill and Billa Kalina projects (the Projects ), together with an additional potential project, Titan North.

Since the acquisition of the Projects, the Company has:

• undertaken broad scale analysis of existing geophysical data over the Project areas to identify areas of interest;

• identified in excess of 12 high priority drilling targets; and

• obtained all necessary consents and approvals from the Department of Energy and Mining (South Australia), heritage clearances and Department of Defence approvals required in order to commence an initial drilling program at two targets located within the Billa Kalina Project area.

The Board believes that each of the Projects are located in prospective regions and notes that:

• the Peake and Denison, Mt Arthur and Ruby Hill Projects contain known copper occurrences;

• the Peake and Denison and Ruby Hill Projects have anomalous gold occurrences; and

• all Projects have large gravity features.

Copper Search is seeking to continue its exploration activities in respect of the Projects with an aim of identifying and delineating IOCG or similar large scale mineral deposits. Following completion of the Capital Raising Offer, the Company intends to undertake an exploration work program in order to identify and define mineral resources capable of sustaining independent and viable mining operations. In the future, the Company will also seek to identify new opportunities to expand its current portfolio of projects.

The Company has a highly experienced Board and management team who collectively have a broad range of mining, project development, financing and technical skills in the resources industry.

The purpose of the Capital Raising Offer is to raise up to approximately A$12,000,000 (before associated costs) by the issue of up to approximately 34,258,715 Shares at an issue price of A$0.35 per Share. The Joint Lead Managers of the Capital Raising Offer are amicaa and Alto Capital (refer to Section 8.1 for further details). The Prospectus also contains a secondary offer of Joint Lead Manager Options to the Joint Lead Managers (refer to Section 1.4).

This Prospectus contains detailed information about the Offers and the current and proposed operations of the Company, as well as the risks pertaining to an investment in the Company. Potential investors in the Company should carefully consider those risks (refer to Section 3).

On behalf of the Board, I invite you to become a Shareholder in Copper Search and share in this exciting investment opportunity.

Yours faithfully

==> picture [137 x 36] intentionally omitted <==

Chris Sutherland

Non-Executive Chairman

6

KEY OFFER INFORMATION

Important Dates

Lodgement of this Prospectus with ASIC	Friday, 30 July 2021
Opening Date of the Capital Raising Offer	Monday, 9 August 2021
Closing Date of the Capital Raising Offer	Monday, 23 August 2021
Expected despatch of holding statements	Monday, 6 September 2021
Expected date for quotation and Securities begin trading on ASX	Thursday, 9 September 2021
on a normal settlement basis

Note:

The above dates are indicative only and may change. The Company in consultation with the Joint Lead Managers reserves the right to amend any and all of the above dates without notice (including, subject to the Listing Rules and the Corporations Act, to close the Offers early, to extend the Closing Date, to accept late Applications (either generally or in particular cases) or to cancel the Offers before Securities are issued by the Company). If the Offers are cancelled before the issue of Securities, then all Application Monies will be refunded in full (without interest) as soon as practicable in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their Applications as soon as possible after the Offers opens.

Key Offer Statistics

Offer	Price per Share	A$0.35
Total	Shares on issue on Admission	82,407,942
-	Shares on issue prior to Admission	48,122,227
-	Shares offered under the Capital Raising Offer	34,285,715
Total	Options on issue on Admission	2,750,000
-	Director Options1	750,000
-	Joint Lead Manager Options2	2,000,000
Indicative market capitalisation3		A$28.8 million
Indicative enterprise value4		A$16.3 million

Notes :

1. To be issued to certain Directors prior to Admission. Refer to Section 9.2 for terms and conditions of the Director Options.

2. To be issued to the Joint Lead Managers following completion of the Offers and prior to Admission. Refer to Section 9.2 for the terms and conditions of the Joint Lead Manager Options.

3. Based on the Offer Price of A$0.35 per Share. The price at which the Shares trade on ASX may be above or below this amount.

4. The enterprise value is equal to the market capitalisation of the Company less the pro-forma net cash as at 2 June 2021 (assuming the maximum subscription is raised).

Copper Search Limited PROSPECTUS 7

INVESTMENT OVERVIEW

This Section is not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety. The Securities offered pursuant to this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of Securities.

Topic	Summary	More Information
A. Company and Business Overview
Who is issuing this Prospectus?	Copper Search Limited (Copper SearchorCompany), a public company incorporated in Australia with Australian Company Number 650 673 500.	Section 2.1
What does the Company do?	The Company is a mineral exploration and development company focused on the Gawler Craton Region of South Australia, which hosts a large number of IOCG base and precious metal deposits. The Company's assets consist of ten mineral exploration licences (and an application for an additional mineral exploration licence), covering approximately 6,673km2. The assets are divided into four main project areas comprising Peake and Denison, Mt Arthur, Ruby Hill, Billa Kalina within which: • the Peake and Denison, Mt Arthur and Ruby Hill Projects contain known copper occurrences; • the Peake and Denison and Ruby Hill Projects have anomalous gold occurrences; and • all Projects have large gravity features. The Company also has an additional potential project, Titan North, which is the subject of the application for an additional mineral exploration licence.	Section 2
How does the Company generate revenue?	The Company is seeking to explore and develop the Projects. As at the date of this Prospectus, the Company has no operating revenue and is unlikely to generate any operating revenue unless and until one of the Projects is successfully developed.	Section 2.1
What are the key strengths of the Company?	The Board considers that the key strengths of the Company are as follows: • Exploration Potential -the Projects are located in a prospective region which have been tested and found to have geology, alteration and trace element geochemistry consistent with other South Australian IOCG deposits and prospects such as Olympic Dam, Prominent Hill and Carrapateena; and • Experienced Team - experienced Board and management team with a broad range of mining, project development, financing and technical skills in the resource industry and successful track records of leading and growing major ASX listed companies, value accretive mineral exploration and successful mining project development.	Section 2.8

8

Topic		Summary	More Information
Why is the Company seeking to raise funds?		The Company is seeking to raise funds in order to continue the exploration and development of the Projects in accordance with the objectives of the Company and proposed exploration budgets detailed in Section 2.5 and 2.6. In particular, the funds raised under the Offers will be used to implement the drill testing of targets already identified at the Billa Kalina, Peake and Denison and Ruby Hill Projects.	Section 2.5 and 2.6
What are the Company's financial prospects and position?		Assuming the Company raises A$9,000,000 (refer to Section 1.6), the Company's pro forma statement of financial position as at 2 June 2021 has net assets of A$9,738,276. This takes into account a range of subsequent events and transactions, as detailed in Section 5 and is made up of total assets of A$9,917,355 (including cash of A$9,670,672) and total liabilities of A$179,079.	Section 5
How will the Company report to Shareholders on the performance of its activities?		The Company will send to its Shareholders an annual report and will also release information to Shareholders in accordance with the continuous and periodic disclosure requirements of the Listing Rules. Further information regarding the Company will be available on the ASX announcements platform atwww.asx.com.au and will also be available on the Company's website at www.coppersearch.com.au	Important Information and Section 9.9
Will the Company pay dividends?		The extent, timing and payment of any dividends in the future will be determined by the Directors based on a number of factors, including future earnings and the financial performance and position of the Company. While it is the aim of the Company that, in the longer term, its financial performance and position will enable the payment of dividends, at the date of this Prospectus, the Company does not intend, or expect, to declare or pay any dividends in the immediately foreseeable future, given that its focus will be on long term growth.	Section 2.7
B. Key Risks
What are the key risks of investing in the Company?		Some of the key risks of investing in the Company are detailed below. The list of risks is not exhaustive and further details of these risks and other risks associated with an investment in the Company are detailed in Section 3. • Exploitation, exploration and mining licences:The mineral exploration licences that have been or will be granted only permit exploration on the Projects. In the event that the Company successfully delineates economic deposits on any of the mineral exploration licences, it will need to apply for a mining lease. There is no guarantee that the Company will be granted a mining lease if one is applied for. • Nature of mineral exploration and mining:The business of mineral exploration, development and production is subject to risk by its nature. The success of the business depends, inter alia, on successful exploration and/or acquisition of reserves, securing and maintaining title to exploration licences and consents,	Section 3

Copper Search Limited PROSPECTUS 9

Topic	Summary	More Information
	successful design, construction, commissioning and operating of mining and processing facilities, successful development and production in accordance with forecasts and successful management of the operations. Exploration and mining are speculative undertakings which may be hampered by force majeure circumstances, land claims and unforeseen mining problems. Increased costs, lower output or high operating costs may all contribute to make a project less profitable than expected at the time of the development decision. There is no assurance that the Company's attempts to exploit its exploration activities will be successful. • Commodity price volatility:As future revenues will primarily be derived from the sale of copper and/or gold, any future earnings will be closely related to the price of copper and/or gold. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for copper and/or gold, forward selling by producers, and production cost levels in major copper and/or gold producing regions. Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities. • Title Risk:The Company’s mining and exploration activities are dependent upon the maintenance (including renewal) of the mineral exploration licences in which the Company has or acquires an interest. Maintenance of the Company’s mineral exploration licences is dependent on, among other things, the Company’s ability to meet the licence conditions imposed by relevant authorities including compliance with the Company’s work program requirements which, in turn, is dependent on the Company being sufficiently funded to meet those expenditure requirements. Although the Company has no reason to think that the mineral exploration licences in which it currently has an interest will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant granting authority. • Dependence on key personnel:The Company is reliant on a number of key personnel and consultants. The loss of one or more of these key contributors could have an adverse impact on the business of the Company. It may be difficult to attract and retain suitably qualified and experienced people, due to the relatively small size of the Company, compared with other industry participants. • Environmental risk:The Projects are subject to South Australian regulations regarding environmental matters. The South Australian government and other authorities that administer and enforce environmental laws

10

Topic	Summary	More Information
	determine these requirements. As with all exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if mine development proceeds. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws. • Currency volatility:International prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken in account in Australian dollars, consequently exposing the Company to fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined by the international markets.
C. Summary of the Offers
What are the Offers?	The Capital Raising Offer is for an initial public offering 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 (before associated costs), subject to a minimum subscription of approximately 25,714,286 Shares to raise approximately A$9,000,000 (before associated costs). The Joint Lead Manager Offer is an offer of 2,000,000 Joint Lead Manager Options to the Joint Lead Managers (or their nominees).	Section 1.1 and 1.4
How is the Capital Raising Offer structured? Who is eligible to participate?	The Capital Raising Offer comprises: • the Broker Firm Offer, which is open to Australian resident retail clients of Brokers who receive a firm allocation of Shares from their Broker; and • the Institutional Offer, which consists of an offer to Institutional Investors in Australia and a number of other eligible jurisdictions to apply for Shares.	Section 1.1 and 1.13
Who is eligible to participate in the Joint Lead Manager Offer?	The Joint Lead Manager Offer is only open to the Joint Lead Managers.	Section 1.13
What is the effect of the Capital Raising Offer on the capital structure of the Company?	If the Company achieves Minimum Subscription, the Shares issued under the Capital Raising Offer will represent 34.83% of the enlarged issued share capital of the Company following completion of the Capital Raising Offer. If the Capital Raising Offer is fully subscribed, the Shares issued under the Capital Raising Offer will represent 41.60% of the enlarged issued share capital of the Company following completion of the Capital Raising Offer.	Section 1.12
What is the minimum subscription to the Capital Raising Offer?	The minimum total aggregate subscription under the Capital Raising Offer is approximately 25,714,286 Shares to raise approximately A$9,000,000 (before associated costs).	Section 1.6

Copper Search Limited PROSPECTUS 11

Topic	Summary	More Information
Are any of the Offers underwritten?	None of the Offers are underwritten.	Section 1.5
Who are the Joint Lead Managers?	The Joint Lead Managers are amicaa Advisors Pty Ltd and ACNS Capital Markets Pty Ltd trading as Alto Capital.	Section 8.1
Will the Shares be quoted on the ASX?	The Company will apply to ASX within seven days of the date of this Prospectus for admission to the Official List and quotation of Shares on ASX (which is expected to be under the code “CUS”).	Section 1.19
What is the allocation policy?	The Joint Lead Managers, after consultation with the Directors, will allocate Shares to Applicants under the Capital Raising Offer at their discretion with a view to ensuring an appropriate Shareholder base for the Company going forward.	Section 1.15
What will be the capital structure of the Company on Admission?	The Company's capital structure on Admission will be as follows: Shares Options On issue as at the date of this Prospectus1 48,122,227 - Director Options2 - 750,000 Joint Lead Manager Options3 - 2,000,000 Shares issued under the Capital Raising Offer (assuming Minimum Subscription) 25,714,286 - Total4 73,836,513 2,750,000 Shares issued under the Capital Raising Offer (assuming Maximum Subscription) 34,285,715 - Total4 82,407,942 2,750,000 Note: 1. Refer to Section 2.2 for further details relating to the Company's current capital structure. 2. To be issued to certain Directors prior to Admission. Refer Section 9.2 for terms and conditions of the Director Options. 3. To be issued to the Joint Lead Managers upon completion of the Offers and prior to Admission. Refer to Section 9.2 for terms and conditions of the Joint Lead Manager Options. 4. Does not include any Securities that the Company may issue under the Plan to certain employees and consultants following Admission. Refer to Section 9.3 for further details. Following completion of the Offers, the Company's free float will not be less than 20%.	Section 1.12

12

Topic	Summary	More Information
What rights and liabilities attach to the Shares being offered?	All new Shares issued under the Capital Raising Offer will rank equally in all respects with existing Shares on issue.	Section 9.1
How can I apply?	Applications under the Offers can be made by completing the Application Form, in accordance with the instructions accompanying the Application Form.	Section 1.13
When will I receive confirmation that my Application has been successful?	It is expected that initial holding statements will be dispatched by standard post on or around Monday, 6 September 2021.	Timetable
When can I sell my Shares on the ASX?	It is expected that trading of Shares on the ASX will commence on or about Thursday, 9 September 2021. It is the responsibility of each Applicant to confirm their holding before trading their Shares. Applicants who sell Shares before they receive an initial holding statement do so at their own risk.	Timetable
Can the Offers be withdrawn?	The Company may at any time decide to withdraw this Prospectus and/or the Offers in which case the Company will return all Application Monies (without interest) in accordance with the requirements of the Corporations Act. No interest will be repaid on any Application Monies refunded as a result of the withdrawal of the Offer.	Section 1.17
D. Directors and Related Party Interests and Arrangements
Who are the Directors?	On Admission, the Board will comprise: • Mr Chris Sutherland – Non-Executive Chairman; • Mr Peter McIntyre – Executive Director and Chief Executive Officer; • Mr Greg Hall – Non-Executive Director; and • Dr Antonio Belperio – Non-Executive Director.	Section 4.1 and 4.2
Who are the key management of the Company?	The Company's key management personnel comprises: • Mr Rance Dorrington – Company Secretary and Chief Financial Officer; • Mr Martin Spivey – Project Manager; and • Mr John Main – Technical Adviser.	Section 4.3
What interests do the Directors have in the securities of the Company?	Securities held by each of the Directors as at the date of this Prospectus are as follows: Director Shares Options Mr Chris Sutherland1 1,566,666 - Mr Peter McIntyre 29,133,8262 250,000 Mr Greg Hall - 250,000	Section 4.5

Copper Search Limited PROSPECTUS 13

Topic	Summary	More Information
	Dr Antonio Belperio - 250,000 Notes: 1. Comprises: (a) 566,666 Shares held by Sutho One Pty Ltd as trustee for the Sutherland Family Trust, an entity associated with Mr Chris Sutherland; and (b) 1,000,000 Shares held by Sutho One Pty Ltd as trustee for Sutho One Super Fund, an entity associated with Mr Chris Sutherland. 2. 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; (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; and (c) 25,799,980 Shares held by Macallum Group Limited, an entity associated with Mr Peter McIntyre. Securities held by each of the Directors on Admission: Director Shares Options Mr Chris Sutherland1 1,566,666 - Mr Peter McIntyre 29,283,8262 250,000 Mr Greg Hall 43,0003 250,000 Dr Antonio Belperio 57,0004 250,000 Notes: 1. Comprises: (a) 566,666 Shares held by Sutho One Pty Ltd as trustee for the Sutherland Family Trust, an entity associated with Mr Chris Sutherland; and (b) 1,000,000 Shares held by Sutho One Pty Ltd as trustee for Sutho One Super Fund, an entity associated with Mr Chris Sutherland. 2. 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; (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; (c) 25,799,980 Shares held by Macallum Group Limited, an entity associated with Mr Peter McIntyre; and (d) up to 150,000 Shares that Mr Peter McIntyre and/or his associated entities intend to subscribe for under the Capital Raising Offer as at the date of this Prospectus. 3. As at the date of this Prospectus, Mr Greg Hall intends to subscribe for up to 43,000 Shares under the Capital Raising Offer. 4. As at the date of this Prospectus, Dr Antonio Belperio and/or his associated entities intend to subscribe for up to 57,000 Shares under the Capital Raising Offer.
What significant benefits and interests are payable to Directors and other persons connected with the Company or the Offers?	The interests of the Directors, as at the date of this Prospectus, and on Admission, are detailed in the table above. Mr Chris Sutherland will receive annual director fees of A$65,000 (exclusive of superannuation). Mr Peter McIntyre will receive annual fees of A$77,000 (inclusive of superannuation) in respect to his role as Executive Director and Chief Executive Officer. Messrs Greg Hall and Antonio Belperio will receive annual director fees of A$35,000 (exclusive of superannuation).	Section 4.6 and 9.5

14

Topic	Summary	More Information
	Advisers and other service providers are entitled to fees for services and other interests detailed in Section 9.5.
What fees are payable to the Joint Lead Managers?	Refer to Section 8.1 for a summary of the fees payable to the Joint Lead Manager.	Section 8.1
What material contracts and/or arrangements with related parties is the Company a party to?	The only material contracts with related parties that the Company is a party to are: • arrangements with each of the Directors in respect to their engagement; • deeds of indemnity and insurance with each of the Directors; and • certain arrangements with Macallum Group Limited. Refer to Section 8 for a summary of the material contracts.	Section 8
F. Further Information
How can I obtain further information?	All enquiries in relation to this Prospectus should be directed to the the Company Secretary on +61 8 6159 9102, from 9.00am until 5.00pm (WST), Monday to Friday. If you are unclear in relation to any matter, or are uncertain as to whether the Company is a suitable investment for you, you should seek professional guidance form your solicitor, stockbroker, accountant or other independent and qualified professional adviser before deciding whether to invest.	Corporate Directory

Copper Search Limited PROSPECTUS 15

1. DETAILS OF OFFERS

1.1

The Capital Raising Offer

This Prospectus invites investors to apply for up to approximately 34,285,715 Shares at an issue price of A$0.35 ( Offer Price ) each to raise up to approximately A$12,000,000 (before associated costs) ( Capital Raising Offer ).

The Capital Raising Offer is subject to a minimum subscription of approximately A$9,000,000 (refer to Sections 1.6 and 1.9 for further details).

The Capital Raising Offer comprises:

• (a) the Broker Firm Offer, which is open to Australian resident clients of the Joint Lead Managers and Brokers who have received a firm allocation of Shares from the Joint Lead Managers or their Broker (refer to Section 1.2); and

• (b) the Institutional Offer, which consists of an offer to Institutional Investors in Australia to apply for Shares (refer to Section 1.3).

No general public offer will be made under the Capital Raising Offer.

The Shares to be issued pursuant to the Capital Raising Offer are of the same class and will rank equally with the existing Shares on issue. Refer to Section 9.1 for a summary of the rights attaching to Shares.

Persons wishing to apply for Shares under the Capital Raising Offer should refer to Section 1.13 for further details and instructions.

1.2 Broker Firm Offer

The Broker Firm Offer is open to Australian resident clients of the Joint Lead Managers and Brokers who have received a firm allocation to apply for Shares under the Prospectus.

The Shares to be issued pursuant to the Broker Firm Offer are of the same class and will rank equally with the existing Shares on issue. Refer to Section 9.1 for a summary of the rights attaching to Shares.

Applications for Shares under the Broker Firm Offer must be made on the Application Form accompanying this Prospectus and received by the Company on or before the Closing Date. Persons wishing to apply for Shares under the Broker Firm Offer should refer to Section 1.13 for further details and instructions.

1.3 Institutional Offer

The Institutional Offer consists of an invitation to certain Institutional Investors in Australia to apply for Shares. The Joint Lead Managers will advise Institutional Investors of the application procedures for the Institutional Offer.

1.4

Joint Lead Manager Options Offer

Pursuant to the Mandate, the Company will issue the Joint Lead Managers an aggregate of 2,000,000 Joint Lead Manager Options exercisable at A$0.50, expiring three years from the date of issue and otherwise on the terms detailed in Section 9.2. The Joint Lead Manager Options will not be quoted however the resulting Shares issued upon exercise of those Options will be quoted.

The Joint Lead Manager Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale of any Options (or any Shares issued upon exercise of any Options into Shares) that are issued under the Joint Lead Manager Offer.

16

The Shares issued upon exercise of the Joint Lead Manager Options are of the same class and will rank equally with the existing Shares on issue. Refer to Section 9.1 for a summary of the rights attaching to Shares.

Only the Joint Lead Managers or their nominees may accept the Joint Lead Manager Offer. A personalised Application Form will be issued to the Joint Lead Manager or their nominees together with a copy of this Prospectus.

1.5

Underwriting

The Offers are not underwritten.

1.6

Minimum Subscription

The Capital Raising Offer is subject to a minimum total subscription of approximately 25,714,286 Shares to raise approximately A$9,000,000 (before associated costs) ( Minimum Subscription ).

None of the Securities offered under this Prospectus will be issued if Applications are not received for the Minimum Subscription. Should Applications for the Minimum Subscription not be received within three months from the date of this Prospectus, the Company will either repay the Application Monies (without interest) to Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and have their Application Monies refunded to them (without interest).

1.7

Oversubscriptions

The Company will not be accepting oversubscriptions of Shares under the Capital Raising Offer.

1.8 Purpose of this Prospectus

The primary purpose of the Prospectus is to:

• (a) raise the Minimum Subscription pursuant to the Capital Raising Offer (before associated costs);

• (b) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for Admission; and

• (c) position the Company to seek to achieve the objectives detailed in Section 2.5.

1.9 Conditional Offers

The Offers under this Prospectus are conditional upon the following events occurring:

(a) the Company raising the Minimum Subscription, being approximately A$9,000,000, under the Capital Raising Offer (refer to Section 1.6); and

• (b) ASX providing the Company with a list of conditions which, once satisfied, will result in ASX admitting the Company to the Official List.

If these conditions are not satisfied then the Offers will not proceed and the Company will repay all Application Monies received under the Offers in accordance with the Corporations Act.

1.10 Proposed use of Funds

As at the date of this Prospectus the Company has cash reserves of approximately A$950,000.

Copper Search Limited PROSPECTUS 17

The Board believes that its current cash reserves and the funds raised from the Offers will provide the Company with sufficient working capital to achieve its stated objectives as detailed in this Prospectus.

The following table shows the expected use of funds raised under the Offers, together with existing cash reserves, in the two year period following Admission:

Item	A$9,000,000 Raised (A$)	%	A$12,000,000 Raised (A$)	%
Cash reserves as at the date of this Prospectus	950,000	10.5%	950,000	7.3%
Funds raised from the Offer	9,000,000	89.5%	12,000,000	92.7%
Total Funds Available	9,950,000	100%	12,950,000	100%
Peake and Denison – Geophysical studies, exploration and tenure	2,305,000	23.2%	2,423,000	18.7%
Mt Arthur – Geophysical studies, exploration and tenure	716,000	7.2%	1,169,000	9.0%
Ruby Hill – Geophysical studies, exploration and tenure	1,888,000	19.0%	2,982,000	23.0%
Billa Kilina – Geophysical studies, exploration and tenure	1,573,000	15.8%	2,731,000	21.1%
North Titan – Geophysical studies, exploration and tenure	726,000	7.3%	797,000	6.2%
Corporate Administration1 and Working Capital	2,202,000	22.1%	2,128,000	16.4%
Costs of the Offer	540,000	5.4%	720,000	5.6%
TOTAL	9,950,000	100%	12,950,000	100%

Note:

1. Comprises of general administration expenses, including director fees, legal, ASX fees, accounting and book keeping costs.

Shareholders should note that the above estimated expenditures will be subject to modification on an ongoing basis depending on the progress of the Company's activities. Due to market conditions, the development of new opportunities, the results obtained from exploration and/or any number of another factors (including the risk factors detailed in Section 3), actual expenditure levels may differ significantly to the above estimates. The consideration of new opportunities may result in the Company expending funds on due diligence or other acquisition costs which may not be recouped through the ultimate acquisition and/or development of the project under consideration.

The Company may also pursue further acquisitions which complement the Projects and there may be a need to direct funds for this purpose or to raise additional equity capital.

18

The Company intends to capitalise on future opportunities as they arise which may result in costs being incurred that are not included in these summaries.

1.11

Forecasts

Due to the nature of the Company's business activities and the market in which it operates, there are significant uncertainties associated with forecasting future revenues (if any) from the Company's proposed activities.

The Directors have considered the matters detailed 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.

The Directors consequently believe that, given these inherent uncertainties, it is not possible to include reliable forecasts in this Prospectus.

Refer to Section 2 for further information in respect to the Company's existing and proposed activities.

1.12 Capital Structure on Admission

On the basis that the Company completes the Offers on the terms in this Prospectus, the Company's capital structure will be as follows:

	Shares	Options
On issue as at the date of this Prospectus1	48,122,227	-
Director Options2	-	750,000
Joint Lead Manager Options3	-	2,000,000
Shares issued under the Capital Raising Offer (assuming Minimum Subscription)	25,714,286	-
**Total4 **	73,836,513	2,750,000
Shares issued under the Capital Raising Offer (assuming Maximum Subscription)	34,285,715	-
**Total4 **	82,407,942	2,750,000

Note:

1. Refer to Section 2.2 for further details relating to the Company's current capital structure.

2. To be issued to certain Directors prior to Admission. Refer to Section 9.2 for terms and conditions of the Director Options.

3. To be issued to the Joint Lead Managers upon completion of the Offers and prior to Admission. Refer to Section 9.2 for terms and conditions of the Joint Lead Manager Options.

4. Does not include any securities that the Company may issue under the Plan to certain employees and consultants following Admission. Refer to Section 9.3 for further details.

The Company reserves the right to issue further securities from time to time, such as (without limitation) to raise further capital or pursuant to its Plan summarised in Section 9.3.

The maximum number of securities to be issued under the Plan (in addition to the 750,000 Options to be issued prior to Admission referred to above) within the three year period from the date of Admission is indicatively proposed to be 6,630,000 additional securities in the Company under the Plan. However, this figure is only an estimate and there are no agreements to issue such additional securities, as at the date of this Prospectus. That maximum number is not intended to be a prediction of the actual number of securities to be

Copper Search Limited PROSPECTUS 19

issued under the Plan, but rather is simply an indicative ceiling for the purposes of giving flexibility for the Board to issue up to that number of additional securities in the Company during the three years from Admission, without utilising the Company's 15% placement capacity under Listing Rule 7.1.

The Company additionally reserves the right to also utilise its 15% annual placement capacity under Listing Rule 7.1 after Admission, and to seek approval of Shareholders to issue further securities from time to time.

1.13 How to Apply

(a) Capital Raising Offer

The Broker Firm Offer is open to Australian resident clients of the Joint Lead Managers and Brokers who have received a broker firm allocation to apply for Shares under the Broker Firm Offer. If you have been offered a broker firm allocation by a Joint Lead Manager or a Broker, you will be treated as an Applicant under the Broker Firm Offer in respect of that allocation. You should contact the Joint Lead Managers or your Broker (as applicable) to determine whether they may allocate Shares to you under the Broker Firm Offer.

The Institutional Offer is open to Australian institutional clients of the Joint Lead Managers who have received a Firm Commitment Confirmation Letter to apply for Shares under the Institutional Offer. If you have been offered an allocation via a Firm Commitment Confirmation Letter by the Joint Lead Managers, you will be treated as an Applicant under the Institutional Offer in respect of that allocation. You should contact the Joint Lead Managers to determine whether they may allocate Shares to you under the Institutional Offer.

(b) Joint Lead Manager Offer

Only the Joint Lead Managers or their nominees may participate in the Joint Lead Manager Offer. The Company will only provide an Application Form in relation to the Joint Lead Manager Offer to the Joint Lead Managers, together with a copy of this Prospectus.

(c) How to apply

(i) Broker Firm Offer

Applications for Shares under the Broker Firm Offer may only be made on an Application Form attached to or accompanying this Prospectus.

If you are an Applicant applying under the Broker Firm Offer, you should complete and lodge your Application Form with the Joint Lead Managers or Broker (as applicable) from whom you received an invitation to participate.

Application Forms must be completed in accordance with the instructions given to you by the Joint Lead Managers or your Broker (as applicable) and the instructions detailed on the Application Form.

By making an Application under the Broker Firm Offer, you declare that you were given access to this Prospectus (including any supplementary or replacement prospectus), together with an Application Form. The Corporations Act prohibits any person from passing an Application Form to another person unless it is attached to, or accompanied by, a hard copy of this Prospectus or a complete and unaltered electronic version of this Prospectus.

The minimum Application under the Broker Firm Offer is for 6,000 Shares (A$2,100), and in multiples of 1,000 Shares (A$350) thereafter. There is

20

no maximum value of Shares that may be applied for under the Broker Firm Offer. However, the Company and the Joint Lead Managers reserve the right to aggregate any Applications that they believe may be multiple Applications from the same person or reject or scale back any Applications made under the Broker Firm Offer.

The Company and the Joint Lead Managers may determine a person to be eligible to participate in the Broker Firm Offer and may amend or waive the Broker Firm Offer application procedures or requirements, in their absolute discretion in compliance with applicable laws.

Applicants under the Broker Firm Offer must lodge their Application Form and Application Monies with the Joint Lead Managers or with their Broker (as applicable) in accordance with the directions of the Joint Lead Managers or Broker in order to receive their firm allocation. Applicants under the Broker Firm Offer must not send their Application Forms to the Share Registry.

The Company, the Joint Lead Managers and the Share Registry take no responsibility for the acts or omissions of you or your Broker in connection with your Application.

(ii)

Institutional Offer

Applications for Shares under the Institutional Offer may only be made by Institutional Investors that received and accepted a Firm Commitment Confirmation Letter.

Institutional Investors must have completed an Application Form attached to or accompanying this Prospectus.

If you are an Applicant applying under the Institutional Offer, you should complete and lodge your Application Form with the Joint Lead Managers. Application Forms must be completed in accordance with the instructions given to you by the Joint Lead Managers and the instructions detailed on the Application Form.

By making an Application under the Institutional Offer, you declare that you were given access to this Prospectus (including any supplementary or replacement prospectus), together with an Application Form. The Corporations Act prohibits any person from passing an Application Form to another person unless it is attached to, or accompanied by, a hard copy of this Prospectus or a complete and unaltered electronic version of this Prospectus.

The Company and the Joint Lead Managers may determine a person to be eligible to participate in the Institutional Offer and may amend or waive the Institutional Offer application procedures or requirements, in their absolute discretion in compliance with applicable laws.

Applicants under the Institutional Offer must lodge their Application Form and Application Monies with the Joint Lead Managers in accordance with the directions of the Joint Lead Managers in order to receive their firm allocation. Applicants under the Institutional Offer must not send their Application Forms to the Share Registry.

The Company, the Joint Lead Managers and the Share Registry take no responsibility for the acts or omissions of you or your Broker in connection with your Application.

Copper Search Limited PROSPECTUS 21

Delivery versus payment ( DvP ) settlement is available for Applicants under both the Institutional Offer and the Broker Firm Offer. Please contact the Joint Lead Managers or your Broker (as applicable) for further details.

(d) How to pay

Applicants under the Broker Firm Offer and Institutional Offer must pay their Application Monies in accordance with instructions received from the Joint Lead Managers or their Broker (as applicable).

No brokerage, commission or stamp duty is payable by Applicants on an acquisition of Shares under the Capital Raising Offer.

1.14 Acceptance of Applications under the Broker Firm Offer

An Application in the Broker Firm Offer is an offer by an Applicant to the Company to acquire Shares in the amount specified on the Application Form at the Offer Price on the terms and conditions detailed in this Prospectus (including any supplementary or replacement prospectus) and the applicable Application Form. To the extent permitted by law, an Application is irrevocable.

An Application in any part of the Broker Firm Offer may be accepted by the Company in respect of the full number of Shares specified in the Application Form or any of them, without further notice to the Applicant. Acceptance of an Application will give rise to a binding contract. The Company and the Joint Lead Managers reserve the right to reject any Application which is not correctly completed or which is submitted by a person who they believe is ineligible to participate in the Broker Firm Offer or any part of it, or to waive or correct any errors made by the Applicant in completing their Application.

Applicants whose Applications are not accepted, or who are allocated a lesser number of Shares than the amount applied for, will receive a refund of all or part of their Application Monies, as applicable. Interest will not be paid on any Application Monies refunded.

Applicants whose Applications are accepted in full will receive the whole number of Shares calculated by dividing the Application Monies by the Offer Price. Where the Offer Price does not divide evenly into the Application Monies, the number of Shares to be allocated will be rounded down. Your Application Monies should be for the entire number of Shares you are applying for.

1.15

Allocation of Shares

The Joint Lead Managers, after consultation with the Company, will allocate Shares to Applicants under the Capital Raising Offer at their discretion.

The Company may allocate all, or a lesser number, of Shares for which an application has been made, accept a late application or decline an application. Where applications are scaled back, there may be a different application of the scale-back policy to each Applicant.

Where no allocation is made to a particular Applicant or the number of Shares allocated is less than the number applied for by an Applicant, surplus Application Money is returned to that Applicant. No interest is paid on refunded Application Money. Any interest earned on Application Money is the property of the Company.

Successful Applicants are given written notice of the number of Shares allocated to them as soon as possible after the Closing Date. It is the responsibility of Applicants to confirm the number of Shares allocated to them before trading in Shares. Applicants who sell Shares before they receive notice of the Shares allocated to them do so at their own risk.

If the Company’s application for admission to ASX is denied, or for any reason the Offers do not proceed, all Application Monies are refunded in full without interest.

22

1.16 Application Monies

Application Monies received under the Offers will be held in a special purpose account until Securities are issued or transferred to successful Applicants.

Applicants under the Offers whose Applications are not accepted, or who are allocated a lesser dollar amount of Securities than the amount applied for, will be mailed (or otherwise in the Company’s discretion provided with) a refund (without interest) of all or part of their Application Monies, as applicable.

No refunds pursuant solely to rounding will be provided. Interest will not be paid on any monies refunded and any interest earned on Application Monies pending the allocation or refund will be retained by the Company.

It is your responsibility to ensure that your payment is received by no later than 5.00pm (WST) on Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment.

1.17

Discretion regarding the Offers

The Company may at any time decide to withdraw this Prospectus and/or either or both Offers in which case the Company will return all Application Monies (without interest) in accordance with the requirements of the Corporations Act.

The Company, and the Joint Lead Managers, also reserve the right to close the Offers or any part of it early, extend the Offers or any part of it, accept late Applications or bids either generally or in particular cases, reject any Application or bid, or allocate to any Applicant or bidder fewer Shares than the number, or the equivalent dollar amount than applied or bid for.

1.18

CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System ( CHESS ), which is the ASX electronic transfer and settlement system in Australia, in accordance with the Listing Rules and ASX Operating Rules. Settlement of trading of quoted securities on the ASX market takes place on CHESS. CHESS allows for and requires the settlement of transactions in securities quoted on ASX to be effected electronically. On admission to CHESS, the Company will operate an electronic issuersponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will make up the Company's register of Shareholders.

The Company will not issue certificates of title to Shareholders. Instead, as soon as is practicable after allotment, successful Applicants will receive a holding statement which sets out the number of Shares issued to them, in much the same way as the holder of shares in an Australian incorporated ASX-listed entity would receive a holding statement in respect of shares. A holding statement will also provide details of a Shareholder's HIN (in the case of a holding on the CHESS sub-register) or SRN (in the case of a holding on the issuer sponsored sub-register).

Following distribution of these initial holding statements, an updated holding statement will only be provided at the end of any month during which changes occur to the number of Shares held by Shareholders. Shareholders may also request statements at any other time (although the Company may charge an administration fee).

1.19

ASX Listing and Official Quotation

Within seven days after the date of this Prospectus, the Company will apply to ASX for admission to the Official List and for the Shares, including those offered by this Prospectus, to be granted Official Quotation (apart from any Shares that may be designated by ASX as restricted securities).

Copper Search Limited PROSPECTUS 23

If ASX does not grant permission for Official Quotation within three months after the date of this Prospectus (or within such longer period as may be permitted by ASIC) none of the Shares offered by this Prospectus will be allotted and issued. If no allotment and issue is made, all Application Monies will be refunded to Applicants (without interest) as soon as practicable.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may grant Official Quotation is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

1.20

Risks

Prospective investors should be aware that an investment in the Company should be considered highly speculative and involves a number of risks inherent in the business activities of the Company. Section 3 details the key risk factors which prospective investors should be aware of. It is recommended that prospective investors consider these risks carefully before deciding whether to invest in the Company.

This Prospectus should be read in its entirety as it provides information for prospective investors to decide whether to invest in the Company. If you have any questions about the desirability of, or procedure for, investing in the Company please contact your stockbroker, accountant or other independent adviser.

1.21

Overseas Applicants

No action has been taken to register or qualify the Securities, or the Offers, or otherwise to permit a public offering of the Securities, in any jurisdiction outside Australia.

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 such restrictions. Any failure to comply with such restrictions may constitute a violation of those laws.

This Prospectus may not be released or distributed in the United States or elsewhere outside Australia, unless it has attached to it the selling restrictions applicable in the jurisdiction outside Australia and may only be distributed to persons to whom the Offer may lawfully be made in accordance with the laws of any applicable jurisdiction.

This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus. In particular, this Prospectus may not be distributed to any person, and the Securities may not be offered or sold in any country outside Australia except to the extent permitted below.

It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to his or her Application. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of such law and that all necessary approvals and consents have been obtained.

Hong Kong

WARNING: This Prospectus has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this Prospectus or to permit the distribution of this Prospectus or any documents issued in connection with it. Accordingly, the Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

24

No advertisement, invitation or document relating to the Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this Prospectus have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this Prospectus, you should obtain independent professional advice.

New Zealand

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Singapore

This Prospectus and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares, may not be issued, circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This Prospectus has been given to you on the basis that you are (i) an "institutional investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). If you are not an investor falling within one of these categories, please return this Prospectus immediately. You may not forward or circulate this Prospectus to any other person in Singapore.

Any offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United Kingdom

Neither this Prospectus nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the Shares.

Copper Search Limited PROSPECTUS 25

The Shares may not be offered or sold in the United Kingdom by means of this Prospectus or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This Prospectus is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This Prospectus may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this Prospectus is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this Prospectus relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this Prospectus.

1.22 Restricted Securities

Chapter 9 of the Listing Rules prohibits holders of Restricted Securities from or agreeing to disposing of those securities or an interest in those securities for the relevant restriction periods.

It is expected that approximately 28,715,000 Shares held by Directors, related parties and promoters will be subject to a 24 month escrow period from the date of Admission. For unrelated seed capitalists, it is anticipated that approximately 4,298,000 Shares will be subject to a 12 month escrow period from the date of issue of these Shares. The total number of 33,013,000 Shares that are expected to be subject to ASX imposed escrow represent approximately 40.06% of Shares on Admission (if the Capital Raising Offer is fully subscribed).

None of the Shares issued pursuant to the Capital Raising Offer will be subject to any ASX imposed escrow restrictions. However, ASX may determine that certain Shares on issue prior to the Capital Raising Offer will be classified as restricted securities and may be required to be held in escrow for up to 24 months from the date of Admission. During the period in which these Shares (if any) are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of their Shares in a timely manner. The Company will announce to the ASX full details (quantity and duration) of the Shares (if any) required to be held in escrow prior to the Shares commencing trading on ASX.

1.23

Taxation

The acquisition 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 Securities, pursuant to the Offers, from a taxation viewpoint and generally.

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

26

1.24 Withdrawal

The Directors may at any time decide to withdraw this Prospectus and the Offers in which case the Company will return all Application Monies (without interest) within 28 days of giving notice of their withdrawal.

1.25 Paper Copies of Prospectus

The Company will provide paper copies of this Prospectus (including any supplementary or replacement prospectus or documents) and the applicable Application Form to investors upon request and free of charge. Requests for a paper copy should be directed to the Company Secretary on +61 8 6159 9102.

1.26 Enquiries

This Prospectus provides information for potential investors in the Company, and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser.

Questions relating to the Capital Raising Offer and the completion of an Application Form can be directed to the Joint Lead Managers or the Company Secretary on +61 8 6159 9102.

Copper Search Limited PROSPECTUS 27

2. COMPANY OVERVIEW

2.1

Company

Copper Search Limited ( Copper Search or the Company ) is a public company incorporated in Western Australia with Australian Company Number 650 673 500, focused on the exploration for copper and gold in the Gawler Craton Region of South Australia ( Gawler Craton Region ).

The Company's Board, which is comprised of individuals with successful track records of leading and growing major ASX listed companies, value accretive mineral exploration and successful mining project development, includes:

• Mr Chris Sutherland – Non-Executive Chairman;

• Mr Peter McIntyre – Executive Director and Chief Executive Officer;

• Mr Greg Hall – Non-Executive Director; and

• Mr Antonio Belperio – Non-Executive Director.

The Company's senior management includes:

• Mr Rance Dorrington – Company Secretary;

• Mr John Main – Technical Adviser; and

• Mr Martin Spivey – Project Manager.

Further information on the Board and senior management is detailed in Section 4.

2.2

Capital Structure of the Company

As at the date of this Prospectus, the capital structure of the Company, and particulars of its current Shareholders (and their related entities), are as follows:

Shareholder	Shares	Options
Macallum Group Limited1	25,799,980	-
Peter McIntyre	3,333,8462	250,000
Other Shareholders	18,988,401	500,000
Shares on issue at the date of this Prospectus	48,122,227	-
Options on issue at the date of this Prospectus	-	750,000

Notes:

1. Macallum Group Limited is an entity associated with Mr Peter McIntyre.

2. Comprises:

3. (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

4. (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.

Information on the effect of the Capital Raising Offer on control and substantial Shareholders is detailed in Section 9.4.

28

2.3 Corporate Structure

The Company is the holding company of the Copper Search Australia Pty Ltd ( Copper Search Australia ), a wholly owned subsidiary.

==> picture [208 x 125] intentionally omitted <==

----- Start of picture text -----

Copper Search Limited
----- End of picture text -----

==> picture [208 x 125] intentionally omitted <==

----- Start of picture text -----

Copper Search Australia Pty Ltd
ACN 606 757 948
----- End of picture text -----

==> picture [138 x 31] intentionally omitted <==

----- Start of picture text -----

Exploration Licences
----- End of picture text -----

The Company was incorporated in June 2021 as part of a restructure of Copper Search Australia, which was incorporated in June 2015. The Company, has built (via Copper Search Australia) a portfolio of exploration projects focused on exploration for copper and gold in the Gawler Craton Region of South Australia ( Gawler Craton Region ), further details of which are detailed in Section 2.4 below.

2.4 Overview of the Projects

(a) Exploration Licences

The Company's assets consist of ten exploration licences ( Exploration Licences ) (and one application for an additional mineral exploration licence ( Exploration Application )) on the north east margin of the Gawler Craton. The total area of the granted Exploration Licences is approximately 6,545km[2] and the Exploration Application covers 128km[2] .

The Gawler Craton Region hosts a number of IOCG base and precious metal deposits, including BHP's Olympic Dam. Other significant IOCG deposits in the Gawler Craton include Oz Minerals’ Carrapateena and Prominent Hill, Rex Minerals’ Hillside and BHP’s recently discovered Oak Dam West.

Copper Search Limited PROSPECTUS 29

As at the date of this Prospectus, the Company has identified four main Project areas comprising Peake and Denison, Mt Arthur, Ruby Hill, Billa Kalina within which:

• (i) the Peake and Denison, Mt Arthur and Ruby Hill Projects contain known copper occurrences;

• (ii) the Peake and Denison and Ruby Hill Projects have anomalous gold occurrences; and

• (iii) all Projects have large gravity and magnetic features,

(together, the Projects ).

The Company also has an application for an additional potential project, Titan North, which is subject to the Exploration Application.

A summary table of the Company's Exploration Licences and Exploration Application is detailed below:

Project	Exploration Licence	Status	Grant Date	Expiry	Area (km2)	Expenditure Commitment (A$)	Rent Amount (A$)
Peake and Denison	EL 6235	Granted	23/08/2018	22/08/2021	437	70,000	7,665
	EL 6427	Granted	25/10/2019	24/10/2021	836	110,000	18,476
Mt Arthur	EL 6236	Granted	23/08/2018	22/08/2021	556	85,000	7,456
Ruby Hill	EL 6181	Granted	29/06/2018	28/06/2021*	174	45,000	3,845
	EL 6195	Granted	13/07/2018	12/07/2021	641	180,000	14,166
	EL 6238	Granted	23/08/2018	22/08/2021	265	110,000	4,646
	EL 6314	Granted	20/02/2019	19/02/2021*	885	230,000	14,674
	EL 6315	Granted	20/02/2019	19/02/2021*	829	220,000	13,746
Billa Kalina	EL 6400	Granted	11/09/2019	10/09/2021	996	250,000	22,012
	EL 6401	Granted	11/09/2019	10/09/2021	926	240,000	20,465
Titan North	ELA 2020/196	Pending, applied November 2020			128	-	-

*Application for renewal lodged

30

The below figure details the geographical location of the Exploration Licences and Exploration Application:

==> picture [295 x 431] intentionally omitted <==

Figure 1 – Geographical map of Exploration Licences and Exploration Application

A comprehensive summary of the regional and local geology, historical exploration, recent exploration and development strategy for each of the Projects is detailed in the Independent Technical Report in Section 6. A comprehensive summary of the status of the Exploration Licences and Exploration Application is detailed in the Independent Solicitor's Report in Section 7.

(b)

Peake and Denison Project

(i) Introduction

The Peake and Denison Project comprises of two granted exploration licences (EL 6235 and EL 6427) which collectively cover a total area of 1,274km[2] . The Peake and Denison Project is located approximately 80km south-east of Oodnadatta and 830km north-north west of Adelaide in the northernmost part of the Peake and Denison Inlier and is within the Great Artesian Basin. A magnetic map of the Peake and Denison Project is included in Figure 2 below.

Copper Search Limited PROSPECTUS 31

==> picture [355 x 137] intentionally omitted <==

==> picture [355 x 137] intentionally omitted <==

Figure 2 – Magnetic map of Peake and Denison Project area

(ii)

Local Geology

The Peake and Denison Project trends northwest along the margin of the Gawler Craton and lies on the G2 lineament. Portions of the Peake and Denison Project area consist of outcropping Paleoproterzoic rocks showing widespread copper occurrences and small historic mining operations. There is also a series of pipe-like bodies extending west from the Mt Dutton Fault. In addition to this, the Company has also identified a number of targets that are located east of the Mt Dutton Fault in an area of relatively shallow Mesozoic and Permian cover. Historical work in the northern Denison Inlier has generally confirmed the presence of IOCG type alteration and mineralisation by reference to its characteristic geochemical signature.

(iii) Exploration History

Previous exploration on the Peake and Denison Project area has been focused on the exploration for resources of coal, diamonds and coppergold. Exploration undertaken by Australasian Mining Corporation Limited during 1969-1971 located copper mineralisation within an area of basic igneous and metamorphic rocks in the area west of Copper Top Hill and north of Mt Denison. Subsequent work by Western Mining Corporation in 1975 and Pancontinental Mining in 1995 returned significant gold results suggesting a possible IOCG copper-gold association in the area. In 1998, a series of air core holes were drilled 22km south-east of Mt Dutton, with results showing low grade copper mineralisation. Native copper was reported from these holes but no significant gold results were reported. Over the period of 2013-2017, exploration activities were carried out in the Mt Denison area by GBE Exploration, who collected gravity data and generated four targets.

The most extensive exploration carried out in the Peake and Denison Project area was by Integra Mining and partners during 2002-2010. Exploration by Barrick Gold Australia returned a best intersection of two metres @ 7.95 g/t Au from 768 metres in hole BOMRD0003 in interpreted

32

Neo-Proterozoic volcanic rocks. The significant gold intersection within this drill hole has yet to be followed up.

Figure 3 below details the historical exploration around the Peake and Denison Project.

==> picture [358 x 116] intentionally omitted <==

==> picture [358 x 116] intentionally omitted <==

==> picture [358 x 115] intentionally omitted <==

Figure 3 – Historical exploration around the Peake and Denison Project.

(iv) Recent Exploration

The Company has completed either phase one or phase two geophysical assessments over both exploration licences comprising the Peake and Denison Project. Subsequent ground truthing of targets located in areas mapped as Paleoproterozic has confirmed that the Mt Dutton Fault is associated with copper mineralisation in shear zones and iron-rich breccias and veins. In and around the fault zone, copper mineralisation is associated with veins and segregations of magnetite, hematite, silica, chlorite, epidote and locally K-feldspar alteration. Phase two geophysical assessment builds on phase one and focuses on an in-depth analysis of geophysical models. Phase two target generation has been completed on EL 6427. Current targeting by the Company is detailed in Figure 4.

Copper Search Limited PROSPECTUS 33

==> picture [340 x 117] intentionally omitted <==

==> picture [340 x 117] intentionally omitted <==

Figure 4 – Targets and interpretation for the Peake and Denison Project

The Company has identified a high priority composite pipe-like body target within the Peake and Denison Project area on EL 6427 (refer to Figure 5). This target is interpreted to be analogous to an Ernest Henry style of deposit (magnetite dominant pipe-like IOCG).

==> picture [357 x 158] intentionally omitted <==

==> picture [357 x 159] intentionally omitted <==

Figure 5 – Peake and Denison Project target

The Company has also identified three other priority targets located in the vicinity of the Mt Dutton Fault on EL 6427 which will be drill tested after the necessary approvals are received.

34

The Company has engaged with the Traditional Owners of the Peake and Denison Project area to progress field operations on EL 6427. Field heritage survey clearances for a number of high priority targets have been conducted in the Peake and Denison Project area and a report in relation to the site clearances has been completed and approved by the Traditional Owners. Statutory drilling permits will also be sought to enable the drill testing of several high priority targets defined by the Company.

(v) Exploration and Development Strategy

The Company is applying a broad ranging IOCG model to this area and is using sophisticated processing of magnetic data to define in 3D targets in such a way that attempts to discriminate possible mineralisation from non-mineralised magnetic features. In addition, the Company intends to undertake prospect scale detailed gravity and/or Magneto Telluric (or similar) surveys over selected areas of interest in order to investigate the deep structure of targets. Additional geophysical assessment studies have been arranged to be carried out on EL 6235. In summary, the Company plans to:

  - (A) carry out phase two targeting over EL 6235;

  - (B) review and prioritise targets;

  - (C) carry out ground gravity, MT or similar surveys over key target areas; and

  - (D) drill test high priority targets.

• (c) Mt Arthur Project

• (i) Introduction

The Mt Arthur Project comprises of one granted exploration licence (EL 6236) which covers a total area of 557km[2] and is located approximately 70km east of Oodnadatta, on the northern margin of the Gawler Craton Region and overlies a large gravity feature that may indicate fertility for IOCG type mineralisation. A map of the Mt Arthur Project is included in Figure 6 below.

==> picture [352 x 115] intentionally omitted <==

==> picture [352 x 115] intentionally omitted <==

Figure 6 – Magnetic map of the Mt Arthur Project.

Copper Search Limited PROSPECTUS 35

(ii) Local Geology

The Mt Arthur Project area is interpreted to cover extensions to Proterozoic sediments and volcanic rocks of the Peake and Denison Inlier. Basement rocks within the Mt Arthur Project area appear to be equivalent to the Peake Metamorphic Complex comprising a variety of meta-sediments and volcanic units intruded by minor dolerites, granites and pegmatites. Most rocks intersected within the Mt Arthur Project area to date are reported to have moderate levels of sodic, potassic and propylitic alteration.

(iii)

Exploration History

The Mt Arthur Project area has previously been targeted for diamonds, uranium and industrial metals as well as IOCG and Broken Hill Type mineralisation. No significant mineralisation has been encountered in exploration carried out to date, however, native copper has been observed in drill core. Most recently, BHT Minerals explored the area in 2014-2016 to assess the potential of the area to host lead-zinc-silver deposits. All holes intersected intervals of low to moderately altered sedimentary and volcanic rocks of uncertain age.

(iv)

Recent Exploration

The Company has completed a first pass scan of magnetic sources within EL 6236. This work has identified a number of anomalies which are interpreted by the Company as possible iron-related breccia bodies in or around the known residual gravity or magnetic features (refer to Figure 7). Zones of high to very high magnetic susceptibility were highlighted. The Company is planning more detailed evaluation and ranking of these features for phase two geophysical assessment.

==> picture [341 x 125] intentionally omitted <==

==> picture [341 x 125] intentionally omitted <==

Figure 7 – Phase one targeting on EL 6236

(v) Exploration and Development Strategy

The Company is applying a broad ranging IOCG model to this area which considers the Mt Arthur Project's location on the Gawler Craton Region as well as its apparent geological similarities to the Eastern Succession of the Mt Isa Inlier. The Company is employing sophisticated processing

36

of magnetic data to define the 3D geometry of targets in an effort to discriminate possible mineralisation from non-mineralised magnetic features. The Company also intends to undertake prospect scale detailed gravity and/or Magneto Telluric (or similar) surveys to investigate the deep structure of targets.

The Company has defined prospects and targets across its Mount Arthur Project. The geology as currently understood is consistent with the stated IOCG model. In summary, the Company plans to:

• (A) carry out phase two targeting over EL 6236;

• (B) review and prioritise targets;

• (C) carry out ground gravity, MT or similar surveys over key target areas; and

• (D) drill test high priority targets.

(d) Ruby Hill Project

(i) Introduction

The Ruby Hill Project comprises of five semi-contiguous explorations licences (EL 6181, EL 6195, EL 6238, EL 6314 and EL 6315) which covers a total area of 2,795km[2] . The Ruby Hill Project is located west of Lake Eyre at the southern extremity of the Peake and Denison Inlier. A map of the Ruby Hill Project is included in Figure 8 below.

==> picture [351 x 128] intentionally omitted <==

==> picture [351 x 127] intentionally omitted <==

Figure 8 – Magnetic map of the Ruby Hill Project

(ii) Local Geology

The Ruby Hill Project area includes the south-eastern part of the outcropping Proterozoic Peake and Denison inlier where rocks of the Adelaidean Super Group are exposed. The area is interpreted as being underlain by rocks of the Peake Metamorphic Group, including Tidnamurkuna Volcanics and Wirriecurrie Granite. The basement is overlain by rocks of the Adelaidean Supergroup with a sequence of

Copper Search Limited PROSPECTUS 37

(iii)

sedimentary rocks and diapric breccias similar to those occurring in the Flinders Range. The Adelaidean Rocks are overlain by late Paleozoic and Mesozoic sedimentary rocks. There is interpreted to be fault leakage of target metals such as gold and copper from the underlying Paleoproterozoic basement into basal Adelaidean.

Exploration History

There has been little previous exploration carried out within the Ruby Hill Project area and most exploration activities are reported to have been for diamonds and IOCG type targets, with minor uranium exploration around the margins of Lake Eyre. However, vein hosted copper is known from adjacent outcropping areas of the Peake and Denison inlier and historic drilling has intersected copper associated with strongly developed magnetite breccias immediately to the north of the Ruby Hill Project area.

A total of 15 holes have been drilled in the Ruby Hill Project area, only two of which have reached basement rocks. Figure 9 below details the historical drill collars and regional surface geology for the Ruby Hill Project.

==> picture [344 x 129] intentionally omitted <==

==> picture [344 x 130] intentionally omitted <==

Figure 9 – Ruby Hill Project historical drill collars and regional geology

(iv) Recent Exploration

The Company has completed phase one reconnaissance level targeting over the entire Ruby Hill Project area using advanced 3D analytical techniques which produced a strong clustering of possible iron-related breccia targets (refer to Figure 10).

38

==> picture [356 x 116] intentionally omitted <==

==> picture [356 x 117] intentionally omitted <==

Figure 10 – Phase one target areas

Phase two geophysical assessment involves a more detailed evaluation of EL 6315 and EL 6195, based on positive features interpreted during phase one. Phase two includes a detailed assessment of the geometry of each target and an evaluation of its origin. A number of high priority targets have been identified and the Company interprets encouraging signs of alteration from historical data records in adjacent areas.

The Company has identified a high priority pipe-like body target within the Ruby Hill Project area at Douglas Creek (EL 6195) (refer to Figure 11). A Field heritage survey clearance has occurred for the Douglas Creek target and a report in relation to the site has been completed and approved by the Traditional Owners. The Company has applied for a drill permit from the South Australian Government on the Douglas Creek target. The Company has also been awarded a A$228,000 Accelerated Discovery Initiative grant for this target by the South Australian Government.

==> picture [343 x 245] intentionally omitted <==

Figure 11 – Douglas Creek target

Copper Search Limited PROSPECTUS 39

The Company continues to engage with the Traditional Owners of the Ruby Hill Project area to progress the field operations on the other Ruby Hill Project areas. Additional highly ranked targets identified on the Ruby Hill Project continue to be assessed and prioritised for further heritage surveys and subsequent drill testing.

(v)

Exploration and Development Strategy

The Company is applying a broad ranging IOCG model to this area which considers the Ruby Hill Project's location on the Gawler Craton as well as its apparent geological similarities to the Eastern Succession of the Mt Isa Inlier. The Company is employing sophisticated processing of magnetic data to define the 3D geometry of targets in an effort to discriminate possible mineralisation from non-mineralised magnetic features. The Company also intends to undertake prospect scale detailed gravity and/or Magneto Telluric (or similar) surveys over selected areas of interest to investigate the deep structure of targets.

In summary, the Company plans to:

• (A) carry out phase two targeting over EL 6314, EL 6181 and EL 6283;

• (B) review and prioritise targets;

• (C) carry out ground gravity, MT or similar surveys over key target areas; and

• (D) drill test high priority targets.

(e) Billa Kalina Project

• (i) Introduction

The Billa Kalina Project comprises of two granted explorations licences (EL 6400 and EL 6401) which covers a total area of 1,922km[2] . The Billa Kalina Project is located between the magnetically active areas at Olympic Dam and the Mount Woods Inlier.

(ii) Local Geology

The prospectively of this largely unknown section of the Gawler Craton Region is inferred from its position between the Olympic Dam Mine and the Prominent Hill Mine within the Mount Woods inlier. The Company interprets the basement geology to be an extension of the Paleoproterozoic sequences known from the Mount Woods Inlier with the basement likely comprising Gawler Range Volcanics (GRV) and other rocks. Detailed processing and interpretation of magnetic data sources has returned a number of highly ranked possible breccia targets within the Billa Kalina Project area.

(iii) Exploration History

The Billa Kalina Project area has had limited exploration with no drilling reported to reach the pre-Adelaidian basement. The Mount Morgan anomaly defined by Dampier Mining in the 1970’s remains untested.

There has been shallow historical drilling on and around the Billa Kalina Project area which has uncovered diamond indicator minerals and a number of areas for possible IOCG mineralisation. Figure 12 below details the historical drilling on and around the Billa Kalina Project (including the North Titan Project).

40

==> picture [353 x 135] intentionally omitted <==

==> picture [353 x 136] intentionally omitted <==

Figure 12 – Historic drilling on and around the Billa Kalina Project and North Titan Project

(iv) Recent Exploration

The Company has carried out targeting on the Billa Kalina Project in two phases. During phase one, the Company applied advanced 3D analytical techniques over the entire Billa Kalina Project area at a reconnaissance level, and a number of zones of high to very high magnetic susceptibility were outlined. Several possible pipe-like vertical structures were also observed within the Billa Kalina Project area.

More detailed phase two evaluation has been completed by the Company over EL 6401 and a portion of EL 6400, which has identified a number of priority targets. The current assessed depth of cover for a number of the targets is generally in the range of 200-300m (refer to Figure 13).

==> picture [353 x 121] intentionally omitted <==

==> picture [353 x 121] intentionally omitted <==

Figure 13 – Targets generated by phase two evaluation

Copper Search Limited PROSPECTUS 41

In addition to this, two priority drill targets have been selected by the Company within the Billa Kalina Project and are interpreted to be as shallow as 150m sub-surface. The Company has planned two drill holes on the targets approximately 1.2km apart, to be drilled to a depth of 400m (subject to the conditions that may be encountered). The Company has obtained all necessary consents and approvals from the Department of Energy and Mining, Heritage clearances and Department of Defence approvals required to commence an initial drilling program at the two targets shortly after Admission, subject to rig availability.

(v) Exploration and Development Strategy

The Company is applying advanced modelling of magnetic data to define targets in the Billa Kalina Project area. Regional targets may be refined by area of interest scale infill gravity and/or MT or similar before drill testing. In summary, the Company plans to:

• (A) review and prioritise targets;

• (B) carry out ground gravity, MT or similar surveys over key target areas; and

• (C) drill test high priority targets.

• (f)

Titan North Project

• (i) Introduction

The Titan North Project comprises of one exploration licence application (ELA2020/196) which covers a total area of 128km[2] . It is located approximately 50km north of Olympic Dam on the northern part of the Stuart Shelf. A map of the Titan North Project showing regional gravity is included in Figure 14 below.

==> picture [288 x 144] intentionally omitted <==

==> picture [288 x 143] intentionally omitted <==

Figure 14 – Location of Titan North Project and drill results from neighbouring prospects

42

(ii) Local Geology

The Titan North Project area has had no previous drilling. Basement geology is interpreted from geophysical data and historic drilling carried out to the south of the project area. Historic drilling at the Titan and Titan West prospects (formerly Bopechee) which area approximately 5-10km south of the application area, suggests that the depth of cover is about 600-700 metres. Titan, Titan West and Vulcan are prospects close to the Titan North application area and have been targeted for drilling due to the presence of large gravity and magnetic anomalies. Drilling has identified significant hematite and magnetite alteration with extensive but low-grade copper and gold mineralisation present at both Titan and Vulcan. Refer to Figure 14 above which details the drilling results from neighbouring prospects to the Titan North Project.

(iii) Exploration History

No previous on-ground exploration is known within the Titan North Project area. Recent exploration in the area surrounding the Titan North Project has been concentrated on the Vulcan North area where large volumes of variously copper mineralised haematitic breccias have been encountered.

(iv) Exploration and Development Strategy

The Company is in the early stage of target definition within its North Titan application area. The Titan North Project is located in the Olympic Domain, an area with generally recognised potential for IOCG mineralisation. The application area is also adjacent to known coppergold occurrences at the Titan and Vulcan prospects controlled by other parties. The Company’s exploration strategy for the Titan North Project is to focus on discovering new IOCG mineralisation.

2.5 Objectives of the Company and Exploration Strategy

The Company’s objective is to increase shareholder value through the successful identification, exploration, definition and development of mineral resources.

The Company’s immediate focus following Admission will be to implement the drill testing of targets already identified at the Billa Kalina Project, Peake and Denison Project and Ruby Hill Project (as detailed in Section 2.4 above) with the objective of delineating mineralisation. Figure 15 below details the four priority targets the Company is planning to drill by the end of calendar year 2021.

As detailed in Section 2.4 above, the Company has obtained all the necessary approvals required in order to commence an initial drilling program at the two targets within the Billa Kalina Project. The two targets to be tested include structurally complex areas showing subtle alteration features occupying interpreted basement highs, which are located intermediate between the Prominent Hill and Olympic Dam copper-gold mines. Drilling is scheduled to commence shortly after Admission, subject to rig availability.

In addition to this, the Company has also planned drilling on the high priority targets identified on the Peake and Denison and Ruby Hill Project areas as detailed in Section 2.4 above. Such targets have been interpreted as showing the characteristics of pipe-like bodies and breccias and some are present in localities where surficial copper mineralisation is present. On these targets, the Company has:

• (a) engaged with the Traditional Owners of the Peake and Denison and Ruby Hill Project areas;

• (b) obtained heritage survey clearance on various targets; and

Copper Search Limited PROSPECTUS 43

(c) applied for drill permits from the South Australian Government for the targets that have obtained heritage clearance.

==> picture [346 x 145] intentionally omitted <==

==> picture [346 x 145] intentionally omitted <==

Figure 15 – Priority drill targets for 2021

In addition to the above planned drilling, geophysical studies are planned for all Projects to complete 3D data cube modelling and interpretation for the areas not presently covered by phase two modelling of the Projects. All targets to be tested are interpreted to have characteristics of pipe-like bodies or breccias. Further details of those programs are included in the Independent Technical Report (refer to in Section 6). The Company is aiming to select at least ten compelling targets from the geophysical studies for drill testing within two years from Admission.

The Gawler Craton Region is recognised as an under-explored province for IOCG deposits. The IOCG deposits in the Crawler Craton Region are deep with extensive and thick post mineral cover sequences. Traditional exploration methodologies practiced since the discovery of the super-giant Olympic Dam deposit in the mid 1970’s, have a mixed record of success in locating new centres of mineralisation on the Gawler Craton, and the Company recognises that a broader view of the physical parameters for the IOCG class and new methods are required to achieve future exploration success. Accordingly, the Company (in conjunction with its relevant consultants) is refining and applying a 3D magnetic modelling method to regional magnetic data to define targets which may correspond to sub-surface pipe-like bodies and breccias. Under this methodology, magnetic susceptibility is modelled in the subsurface allowing the geometry of potential targets to be identified and assessed in three dimensions (refer to the Independent Technical Report in Section 6 for further details). In addition to this, the Company is planning to apply additional geophysical parameters, including gravity and magneto-telluric or similar geophysical methods, to refine and rank targets at the prospect scale. The Company’s geophysical studies and modelling carried out to date have provided the Company with a portfolio of priority targets which are considered drill-ready, or may be matured to drill-readiness by the further application of geophysical studies.

Whilst the Company will focus on exploring and developing the Projects, it also intends to continue to investigate ways to grow its business by:

(a) the acquisition, application or joint venturing into areas surrounding and adjacent to the Projects; and

44

• (b) the acquisition, application or joint venturing into other, unrelated but economically attractive projects compatible with the Company's goals and capabilities if and when opportunities of this type come available.

2.6 Proposed Exploration Budgets

The Company proposes to funds its intended activities as detailed in the table below from the proceeds of the Capital Raising Offer. It should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from exploration undertaken. This will involve an ongoing assessment of the Company's Projects and may lead to increased or decreased levels of expenditure on certain interests, reflecting a change in emphasis. Subject to the above, the following budget takes into account the proposed expenses over the next two years following Admission.

Project Exploration	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)
Activity	Minimum Subscription (A$9M)				Maximum Subscription (A$12M)
	Year 1	Year 2		Total	Year 1		Year 2	Total
Peake and Denison
Geophysical Studies/Data Acquisition	80,000	-		80,000	80,000	-		80,000
Exploration Drilling/Assaying	750,000	1,000,000		1,750,000	750,000	1,000,000		1,750,000
Tenure/Heritage/Other Exploration Costs (Allocated)	226,000	248,000		475,000	394,000	199,000		592,000
Subtotal	1,056,000	1,248,000		2,305,000	1,224,000	1,199,000		2,422,000
Mt Arthur
Geophysical Studies/Data Acquisition	75,000	-		75,000	75,000	75,000		150,000
Exploration Drilling/Assaying	120,000	375,000		495,000	120,000	660,000		780,000
Tenure/Heritage/Other Exploration Costs (Allocated)	53,000	93,000		146,000	92,000	146,000		239,000
Subtotal	248,000	468,000		716,000	287,000	881,000		1,169,000
Ruby Hill
Geophysical Studies/Data Acquisition	110,000	-		110,000	110,000	-		110,000
Exploration Drilling/Assaying	750,000	636,000		1,386,000	750,000	1,430,000		2,180,000
Tenure/Heritage/Other Exploration Costs (Allocated)	206,000	158,000		392,000	408,000	284,000		692,000

Copper Search Limited PROSPECTUS 45

Project Exploration Activity	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)	Exploration budget (A$)
	Minimum Subscription (A$9M)				Maximum Subscription (A$12M)
	Year 1	Year 2		Total	Year 1		Year 2	Total
Subtotal	1,094,000	794,000		1,888,000	1,268,000	1,714,000		2,982,000
Billa Kalina
Geophysical Studies/Data Acquisition	75,000	-		75,000	75,000	-		75,000
Exploration Drilling/Assaying	680,000	490,000		1,170,000	680,000	1,350,000		2,030,000
Tenure/Heritage/Other Exploration Costs (Allocated)	206,000	122,000		328,000	358,000	268,000		626,000
Subtotal	961,000	612,000		1,573,000	1,113,000	1,618,000		2,731,000
North Titan
Geophysical Studies/Data Acquisition	65,000	65,000		130,000	65,000	85,000		150,000
Exploration Drilling/Assaying	-	450,000		450,000	-	500,000		500,000
Tenure/Heritage/Other Exploration Costs (Allocated)	18,000	128,000		146,000	31,000	116,000		147,000
Subtotal	83,000	643,000		726,000	96,000	701,000		797,000
Total	3,442,000	3,765,000		7,208,000	3,988,000	6,114,000		10,102,000

2.7 Dividend Policy

The extent, timing and payment of any dividends in the future will be determined by the Directors based on a number of factors, including future earnings and the financial performance and position of the Company.

At the date of issue of this Prospectus, the Company does not intend to declare or pay any dividends in the immediately foreseeable future. However, it is the aim of the Company that, in the longer term, its financial performance and position will enable the payment of dividends.

Any future determination as to the payment of dividends by the Company will be at the sole discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

46

2.8 Key Strengths

The Board considers that the Company has a number of competitive strengths as follows:

• (a) Exploration Potential – the Projects are located in a prospective region which have been tested and found to have geology, alteration and trace element geochemistry consistent with other South Australian IOCG deposits and prospects such as Olympic Dam, Prominent Hill and Carrapateena; and

• (b) Experienced Team experienced Board and management team with a broad range of mining, project development, financing and technical skills in the resource industry and successful track records of leading and growing major ASX listed companies, value accretive mineral exploration and successful mining project development.

Copper Search Limited PROSPECTUS 47

3. RISK FACTORS

The Securities are considered highly speculative. An investment in the Company is not risk free. The proposed future activities of the Company are subject to a number of risks and other factors which may impact its future performance. Some of these risks can be mitigated by the use of safeguards and appropriate controls. However, many of the risks are outside the control of the Directors and management of the Company and cannot be mitigated.

The risks detailed in this Section 3 is not an exhaustive list of the risks faced by the Company or by investors in the Company. It should be considered in conjunction with other information in this Prospectus. The risk detailed in, and others not specifically referred to, this Section 3 may in the future materially affect the financial performance and position of the Company and the value of the Securities offered under this Prospectus. The Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, return of capital or the market value of those Securities. The risks detailed in this Section 3 also necessarily include forward looking statements. Actual events may be materially different to those detailed and may therefore affect the Company in a different way.

Investors should be aware that the performance of the Company may be affected and the value of its Securities may rise or fall over any given period. None of the Directors or any person associated with the Company guarantee the Company's performance, the performance of the Securities the subject of the Offers or the market price at which the Securities will trade. The Directors strongly recommend that potential investors consider the risks detailed in this Section 3, together with information detailed elsewhere in this Prospectus, and consult their professional advisers, before they decide whether or not to apply for Securities.

3.1

Company Specific Risks

(a) Exploitation, exploration and mining licences

The mineral exploration licences that have been or will be granted only permit exploration on the Projects. In the event that the Company successfully delineates economic deposits on any of the mineral exploration licences, it will need to apply for a mining lease or mineral exploitation licence (as applicable). There is no guarantee that the Company will be granted a mining lease or mineral exploitation licence 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 Projects, or any other mineral exploration licences 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.

(b)

Mine development

Possible future development of mining operations at the Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk for third parties providing essential services. No assurance can be given that any of the Projects will achieve commercial viability. The risks associated with the development of a mine will be considered in full as part of the Company's exploration activities and will be managed with ongoing consideration of stakeholder interests.

48

(c) Commodity price volatility

As future revenues will primarily be derived from the sale of copper and/or gold, any future earnings will be closely related to the price of copper and/or gold. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for copper and/or gold, forward selling by producers, and production cost levels in major copper and/or gold producing regions.

Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(d)

Title Risk

The Company’s mining and exploration activities are dependent upon the maintenance (including renewal) of the mineral exploration licences in which the Company has or acquires an interest. Maintenance of the Company’s current and future mineral exploration licences is dependent on, among other things, the Company’s ability to meet the licence conditions imposed by relevant authorities including compliance with the Company’s work program requirements which, in turn, is dependent on the Company being sufficiently funded to meet those expenditure requirements. Although the Company has no reason to think that the mineral exploration licences in which it currently has an interest will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant granting authority.

(e) Dependence on key personnel

The Company is reliant on a number of key personnel and consultants. The loss of one or more of these key contributors could have an adverse impact on the business of the Company.

It may be difficult to attract and retain suitably qualified and experienced people, due to the relatively small size of the Company, compared with other industry participants.

(f) Currency volatility

International prices of various commodities, including copper and gold, are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken in account in Australian dollars, consequently exposing the Company to fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined by the international markets.

(g) Grant of Exploration Application

As at the date of this Prospectus, the Exploration Application is pending grant from the Minister. There is no guarantee that the Exploration Application will be granted.

The Exploration Application has been validly made and the Company is not aware of any further requirements for this application as required by the Minister. If the Exploration Application is not granted, the Company will acquire no interest in the exploration licence or the Titan North Project.

Copper Search Limited PROSPECTUS 49

(h) Access Risk –Aboriginal Heritage

The Company notes that there are a number of registered Aboriginal heritage sites within the areas of the Peake and Denison and Ruby Hill Projects and accordingly, the Company must comply with Aboriginal heritage legislation requirements and access agreements which require heritage survey work to be undertaken ahead of the commencement of mining operations.

(i)

Environmental risk

The Projects are subject to South Australian regulations regarding environmental matters. The governments and other authorities that administer and enforce environmental laws determine these requirements. As with all exploration projects and mining operations, the Company's current and future activities are expected to have an impact on the environment, particularly if mine development proceeds. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Further, the Company may require additional approvals from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company's business, financial condition and results of operations.

(j)

Change in Regulations

Any material adverse changes in government policies, legislation or shifts in political attitude in Australia that affect mineral mining and exploration activities, tax laws, royalty regulations, government subsidies and environmental issues may affect the viability of a project or the Company.

No assurance can be given that amendments to current laws and regulations or new rules and regulations will not be enacted, or that existing rules and regulations will not be applied in a manner which could substantially limit or affect the Company’s exploration.

(k)

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, exploration 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 could reduce the area of land to which the licence applies or render the licence liable to be cancelled.

(l) Equipment risk

The operations of the Company could be adversely affected if essential equipment fails or becomes unavailable to access in a timely manner.

50

(m) New projects and acquisitions

The Company may make acquisitions in the future as part of future growth plans. In this regard, the Directors of the Company will use their expertise and experience in the resources sector to assess the value of potential projects that have characteristics that are likely to provide return to Shareholders.

There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that any acquisitions will result in return for Shareholders. Such acquisitions may result in use of the Company's cash resources and issuances of equity securities, which might involve substantial dilution to Shareholders.

(n)

Dilution Risk

Future equity offerings by the Company may dilute the percentage ownership of the Company by existing Shareholders. In certain circumstances, securities issued by the Company in the future may have rights, preferences or privileges attached to them that are senior to, or otherwise adversely affect, those attached to the Shares.

(o) Future capital requirements

The Company's growth through its proposed and future drilling and exploration campaigns will require substantial expenditure. There can be no guarantees that the Company's cash reserves together with the funds raised by the Offers will be sufficient to successfully achieve all the objectives of the Company's overall business strategy.

If the Company is unable to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offers and existing working capital, there can be no assurance that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or if at all.

Any additional equity financing may be dilutive to the Company's existing Shareholders and any debt financing if available, may involve restrictive covenants, which limit the Company's operations and business strategy. The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

(p)

Contractual Disputes

As with any contract, there is a risk that the business could be disrupted in situations where there is a disagreement or dispute in relation to a term of the contract. Should such a disagreement or dispute occur, this may have an adverse impact on the Company's operations and performance generally. It is not possible for the Company to predict or protect itself against all such risks.

(q)

Third Party Risk

The operations of the Company require the involvement of a number of third parties, including suppliers, contractors and clients.

Financial failure, default or contractual non-compliance on the part of such third parties may have a material impact on the Company's operations and performance. It is not possible for the Company to predict or protect the Company against all such risks.

Copper Search Limited PROSPECTUS 51

(r) Litigation

The participation by the Company in the mineral industry may expose the Company to possible litigation risks, including native title claims, tenure disputes, environmental claims, 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 presently involved in litigation and the Directors are not aware of any basis on which any litigation against the Company may arise.

3.2 Industry Specific Risks

(a) Nature of mineral exploration and mining

The business of mineral exploration, development and production is subject to risk by its nature. The success of the business depends, inter alia, on successful exploration and/or acquisition of reserves, securing and maintaining title to exploration licences and consents, successful design, construction, commissioning and operating of mining and processing facilities, successful development and production in accordance with forecasts and successful management of the operations. Exploration and mining are speculative undertakings which may be hampered by force majeure circumstances, land claims and unforeseen mining problems. Increased costs, lower output or high operating costs may all contribute to make a project less profitable than expected at the time of the development decision. There is no assurance that the Company's attempts to exploit its exploration activities will be successful.

(b) Operational risks

The operations of the Company may be affected by various factors which are beyond the control of the Company, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or 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, fire, explosions and other incidents beyond the control of the Company.

These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

(c)

Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as:

• (i) identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;

• (ii) developing an economic process route to produce a metal and/or concentrate; and

52

• (iii) changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the economic viability of the project.

(d) Native Title

The Native Title Act 1993 (Cth) ( Native Title Act ) recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. There is significant uncertainty associated with Native Title in Australia and this may impact on the Company's operations and future plans.

Native Title can be extinguished by valid grants of land (such as freehold title) or waters to people other than the Native Title holders or by valid use of land or waters. It can also be extinguished if the indigenous group has lost its connection with the relevant land or waters. Native Title is not necessarily extinguished by the grant of mining leases, although a valid mining lease prevails over Native Title to the extent of any inconsistency for the duration of the title.

Exploration licences granted before 1 January 1994 are valid or validated by the Native Title Act. For exploration licences to be validly granted (or renewed) after 1 January 1994, the future act regime established by the Native Title Act must be complied with.

The existence of a Native Title claim is not an indication that Native Title in fact exists on the land covered by the claim, as this is a matter ultimately determined by the Federal Court.

The Company must also comply with Aboriginal heritage legislation requirements.

(e) Insurance

The Company intends to insure its operations in accordance with industry practice. However, insurance of all risks associated with exploration is not always available and, where it is available, the cost may be high. The Company will have insurance in place considered appropriate for the Company’s needs.

The business of the Company is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as extreme weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties, buildings, personal injury or death, environmental damage to properties of the Company or others, delays in mining, monetary losses and possible legal liability.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations and insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.

It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms.

The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. In addition, there is a risk that an insurer defaults in the payment of a legitimate claim by the Company.

Copper Search Limited PROSPECTUS 53

(f) Competition

The resources industry in which the Company is involved is subject to domestic and global competition. While the Company undertakes all reasonable due diligence in its business decisions and operations, the Company has no influence or control over the activities or actions of its competitors and these activities or actions may positively or negatively affect the operating and financial performance the Company's Projects and business. There can be no assurance that the Company can compete effectively with these companies.

(g) Occupational Health and Safety Risk

The Company is committed to providing a healthy and safe environment for its personnel, contractors and visitors. Mining activities have inherent risks and hazards. The Company provides appropriate instructions, equipment, preventative measures, first aid information and training to all stakeholders through its occupational, health and safety management systems.

3.3 General Risks

(a) Securities investments

Applicants should be aware that there are risks associated with any securities investment.

Prior to the Offers, there was no public market for the Shares. There is no guarantee that an active trading market in the Shares will develop or that the price of the Shares will increase. There may be relatively few buyers or sellers of Shares on the ASX at any particular time. The prices at which the Shares trade may be above or below the Offer Price and may fluctuate in response to a number of factors.

Further, the stock market is prone to price and volume fluctuations. There can be no guarantee that trading prices will be sustained. These factors may materially affect the market price of the Shares, regardless of Company's operational performance.

(b)

Economic risk

Changes in the general economic climate in which Company operates may adversely affect the financial performance of Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, include, but not are but not limited to:

• (i) general economic conditions;

• (ii) changes in Government policies, taxation and other laws;

• (iii) the strength of the equity and share markets in Australia and throughout the world;

• (iv) movement in, or outlook on, exchange rates, interest rates and inflation rates;

• (v) industrial disputes in Australia and overseas;

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

• (vii) financial failure or default by an entity with which the Company may become involved in a contractual relationship; and

• (viii) natural disasters, social upheaval or war.

54

(c) Share market

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. The market price of the Shares may be subject to fluctuation and may be affected by many factors including, but not limited to, the following:

• (i) general economic outlook;

• (ii) interest rates and inflation rates;

• (iii) currency fluctuations;

• (iv) commodity price fluctuations;

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

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

• (vii) terrorism or other hostilities.

• (d)

Unforeseen expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

(e)

Macro-economic risks

Changes in the general economic outlook in Australia and globally may impact the performance of the Company and its Projects. Such changes may include:

• (i) uncertainty in the Australian economy or increases in the rate of inflation resulting from domestic or international conditions (including movements in domestic interest rates and reduced economic activity);

• (ii) increases in expenses (including the cost of goods and services used by the Company);

• (iii) new or increased government taxes, duties or changes in taxation laws; and

• (iv) fluctuations in equity markets in Australia and internationally.

A prolonged and significant downturn in general economic conditions may have a material adverse impact on the Company’s trading and financial performance.

(f) Broader general risks

There are also a number of broader general risks which may impact the Company’s performance. These include:

• (i) abnormal stoppages in normal business operations due to factors such as war, political or civil unrest, infrastructure failure or industrial disruption; and

• (ii) higher than budgeted costs associated with the provision of service offerings.

Copper Search Limited PROSPECTUS 55

(g) Currency risk

In the future the Company may operate in multiple international jurisdictions, which exposes the Company to multiple currencies and their future currency fluctuations, which may affect future profitability of the Company.

(h) Taxation risk

The acquisition and disposal of Securities will have tax consequences which will differ for each investor depending on their individual financial circumstances. All potential investors in the Company are urged to obtain independent financial advice regarding the tax and other consequences of acquiring Securities. To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability or responsibility with respect to any tax consequences of applying for Securities under this Prospectus.

(i)

Accounting standards

Changes to any applicable accounting standards or to any assumptions, estimates or judgments applied by management in connection with complex accounting matters may adversely impact the Company’s financial position, results or condition.

(j) COVID-19

The global economic outlook is facing uncertainty due to the current COVID-19 pandemic, which has been having, and will likely continue to have, a significant impact on global capital markets, commodity prices and foreign exchange. The Company's share price may be adversely affected in the short to medium term by the economic uncertainty caused by the COVID-19 pandemic. In addition, any governmental or industry measures taken in response to COVID-19 that are likely beyond the control of the Company may adversely impact on the Company's operations and financial performance.

56

4. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

4.1 Board of Directors

As at the date of this Prospectus, the Board comprises of:

• (a) Mr Chris Sutherland – Non-Executive Chairman;

• (b) Mr Peter McIntyre – Executive Director and Chief Executive Officer;

• (c) Mr Greg Hall – Non-Executive Director; and

• (d) Dr Antonio Belperio – Non-Executive Director.

Mr Peter McIntyre has led the development of the Company's Projects since incorporation and will continue as Executive Director and Chief Executive Officer of the Company on Admission. This will ensure that the Company can continue to develop its Projects as it transitions to an ASX-listed company. Following Admission and once the Company has progressed its initial exploration program (refer to Section 2.5), the Company intends to appoint a suitable candidate to replace Mr McIntyre as Chief Executive Officer, after which Mr McIntyre will remain on the Board as a Non-Executive Director.

4.2 Directors' Profiles

Details of the Directors comprising the Board on Admission are as follows:

• (a) Mr Chris Sutherland – Non-Executive Chairman

Chris Sutherland is an experienced executive who has held senior management positions in various engineering, maintenance and contracting businesses with operations in Australia, Asia, Europe and the USA. He holds a Bachelor of Engineering (UWA) and completed the Advanced Management Program at Harvard Business School in 2001. For 20 years, he was in various engineering and management roles with leading engineering companies including Clough and WorleyParsons. He was then appointed Managing Director and Group CEO of Programmed from January 2008 until his retirement in September 2019. Programmed was a major public listed ASX company until October 2017 when it was acquired (for an enterprise value of A$1 billion) by a major Japanese company. He has now commenced a non-executive director career as well as pursuing a number of private business interests. He was appointed as a Director and Chairman of the Company in April 2020.

(b) Mr Peter McIntyre – Executive Director and Chief Executive Officer

Peter McIntyre is an engineer with over 30 years experience in the minerals industry. He has been involved in the development of a number of major mining projects and at a corporate level he has established and steered various companies through their early stages, growing them into significant businesses. He established and was Managing Director of Extract Resources Limited which discovered the world-class Husab uranium deposit in Namibia which was ultimately acquired via a takeover for +A$2 billion. He is currently a Non-Executive Director for Alligator Energy Limited (ASX:AGE), Macallum Group Limited, E79 Gold Mines Limited and Coronet Resources Limited.

==> picture [98 x 134] intentionally omitted <==

Copper Search Limited PROSPECTUS 57

(c) Mr Greg Hall – Non-Executive Director

Greg Hall has over 30 years’ experience in mine management, global commodities marketing, and CEO and Board roles with resource companies. This includes groups such as WMC, Rio Tinto, Toro Energy and Hillgrove Resources. He is currently CEO and Managing Director of Alligator Energy Ltd (ASX:AGE), a non-executive Director with Swedish exploration and mine development company Copperstone Resources AB, a Consultant with Rex Minerals Ltd, and a director of private company Torch Energy Ltd. Greg has a BE in Mining Engineering from the University of South Australia, has extensive experience in stakeholder and community engagement, and is immediate Past President of the South Australian Chamber of Mines and Energy.

==> picture [109 x 122] intentionally omitted <==

(d) Dr Antonio Belperio – Non-Executive Director

Tony Belperio is a highly regarded geologist with over 35 years experience in a wide variety of geological disciplines, including marine geology, environmental geology and mineral exploration (including copper-gold exploration). He has an Honours Degree in Geology from the University of Adelaide, a PhD from James Cook University and has been awarded the University of Adelaide's Tate Memorial Medal, the Geological Society of Australia's Stillwell Award, the Bruce Webb Medal and AMEC's Prospector of the Year in 2003. He has held positions of Chief Geologist and Exploration Manager with Minotaur Gold, Minotaur Resources and Minotaur Exploration from 1996 to 2007 as well as playing a lead role in the discovery of the Prominent Hill IOCG deposit in 2001, and the Artemis and Jericho polymetallic deposits in the Cloncurry District during 2014-2017. He was also a director of Thomson Resources Ltd (ASX:TMZ) until July 2019 and is currently a non-executive director of Minotaur Exploration Limited (ASX:MEP).

4.3 Senior Management

(a) Mr Rance Dorrington – Company Secretary and Chief Financial Officer

Rance Dorrington is an accountant and company secretary with extensive international experience in capital markets and corporate governance. He holds a Bachelor of Accounting (Curtin University). He was formally the Chief Financial Officer and Company Secretary of Extract Resources Limited. He is currently the Chief Financial Officer and Company Secretary of Macallum Group Limited.

==> picture [90 x 122] intentionally omitted <==

(b) Mr John Main – Technical Adviser

John Main is a geologist with over 45 years of global experience in mineral exploration and evaluation. He is currently on the board of Macallum Group Limited and has led teams that have discovered various deposits that have been or are being mined with a value that exceeds A$100 billion.

==> picture [90 x 127] intentionally omitted <==

58

(c) Mr Martin Spivey – Project Manager

Martin Spivey is a geologist with broad global exploration, evaluation and mining experience on multiple commodities. He was responsible for the discovery of the +500 million lb Husab uranium deposit in Namibia.

4.4 Interests of Directors

==> picture [84 x 110] intentionally omitted <==

No Director of the Company (or entity in which they are a partner or director) has, or has had in the two years before the date of this Prospectus, any interests 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 of 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 given to:

• (d) any Director to induce him to become, or to qualify as, a Director; or

• (e) any Director of the Company for services which he (or an entity in which they are a partner or director) has provided in connection with the formation or promotion of the Company or the Capital Raising Offer,

except as disclosed in this Prospectus.

4.5

Security holdings of Directors

The Directors and their associated entities have the following interests in Securities as at the date of this Prospectus:

Director	Shares	Options
Mr Chris Sutherland1	1,566,666	-
Mr Peter McIntyre	29,133,8262	250,000
Mr Greg Hall	-	250,000
Dr Antonio Belperio	-	250,000

Note:

1. Comprises:

2. (a) 566,666 Shares held by Sutho One Pty Ltd as trustee for the Sutherland Family Trust, an entity associated with Mr Chris Sutherland; and

3. (b) 1,000,000 Shares held by Sutho One Pty Ltd as trustee for the Sutho One Super Fund, an entity associated with Mr Chris Sutherland.

4. Comprises:

5. (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;

6. (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; and

7. (c) 25,799,980 Shares held by Macallum Group Limited, an entity associated with Mr Peter McIntyre.

Copper Search Limited PROSPECTUS 59

Based on the intentions of the Directors as at the date of this Prospectus in relation to the Capital Raising Offer, the Directors and their associated entities will have the following interests in Securities on Admission:

Director	Shares	Options
Mr Chris Sutherland1	1,566,666	-
Mr Peter McIntyre	29,283,8262	250,000
Mr Greg Hall	43,0003	250,000
Dr Antonio Belperio	57,0004	250,000

Note:

1. Comprises:

2. (a) 566,666 Shares held by Sutho One Pty Ltd as trustee for the Sutherland Family Trust, an entity associated with Mr Chris Sutherland; and

3. (b) 1,000,000 Shares held by Sutho One Pty Ltd as trustee for the Sutho One Super Fund, an entity associated with Mr Chris Sutherland.

4. Comprises:

5. (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;

6. (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;

7. (c) 25,799,980 Shares held by Macallum Group Limited, an entity associated with Mr Peter McIntyre; and (d) up to 150,000 Shares that Mr Peter McIntyre and/or his associated entities intend to subscribe for under the Capital Raising Offer as at the date of this Prospectus.

8. As at the date of the Prospectus, Mr Greg Hall intends to subscribe for up to 43,000 Shares under the Capital Raising Offer.

9. As at the date of this Prospectus, Dr Antonio Belperio and/or his associated entities intend to subscribe for up to 57,000 Shares under the Capital Raising Offer.

Directors may hold their interests in Securities shown above directly or indirectly through holdings by companies or trusts.

4.6 Remuneration of Directors

The Company has entered into letters of appointment with Messrs Chris Sutherland, Peter McIntyre, Greg Hall and Antonio Belperio as detailed in Sections 8.3 and 8.4.

A summary of the fees of the Directors on Admission is as follows:

Financial Year 2021 A$65,000[1] Mr Chris Sutherland A$77,000[2] Mr Peter McIntyre A$35,000[1 ] Mr Greg Hall A$35,000[1 ] Dr Antonio Belperio Note:

1. These amounts are exclusive of superannuation.

2. This amount is inclusive of superannuation. Refer to Section 8.3 for further details.

4.7 Related Party Transactions

The Company has entered into the following related party transactions on arms' length terms:

• (a) letters of appointment with each of its Directors (refer to Sections 8.3 and 8.4 for details);

60

(b)

deeds of indemnity, insurance and access with each of its Directors (refer to Section 8.5 for details); and

(c) certain arrangements with Macallum Group Limited (refer to Section 8.6 for details).

At the date of this Prospectus, no other material transactions with related parties and Directors' interests exist that the Directors are aware of, other than those disclosed in the Prospectus.

4.8 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the Company's policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Recommendations ).

In light of the Company’s size and nature, the Board considers that the current Board composition and structure is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are detailed below. The Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website at www.coppersearch.com.au.

• (a)

Board of Directors

The Board is responsible for the corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. Clearly articulating the division of responsibilities between the Board and management will help manage expectations and avoid misunderstandings about their respective roles and accountabilities.

In general, the Board assumes (amongst others) the following responsibilities:

• (i) providing leadership and setting the strategic objectives of the Company;

• (ii) appoint, monitor and manage the performance of the Chief Executive Officer;

• (iii) undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director;

• (iv) overseeing management's implementation of the Company's strategic objectives and its performance generally;

• (v) approving operating budgets and major capital expenditure;

• (vi) overseeing the integrity of the company's accounting and corporate reporting systems including the external audit;

• (vii) overseeing the company's process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities;

Copper Search Limited PROSPECTUS 61

(viii) ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the board expects management to operate; and

(ix) monitoring the effectiveness of the Company's governance practices.

The Company is committed to ensuring that appropriate checks are undertaken before the appointment of a Director and has in place written agreements with each Director which detail the terms of their appointment.

(b) Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. On Admission, the Board will comprise of one Executive Director and three Non-Executive Directors. As the Company’s activities develop in size, nature and scope, the composition of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

(c) Identification and management of risk

The Board’s collective experience will assist in the identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

(d)

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

(e) Independent professional advice

Subject to the Chair’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

(f)

Nomination and Remuneration Committee

The company will establish a Nomination and Remuneration Committee. The appointment and remuneration of Directors and the CEO will be decided by the Board following the recommendation of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee will comprise of three Non-Executive Directors.

The Constitution provides that the Non-Executive Directors will be paid by way of remuneration for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Directors prior to the first annual general meeting of the Company or pursuant to a resolution passed at a general meeting of the Company (subject to complying with the Listing Rules). Until a different amount is determined, the amount of the total remuneration is A$250,000 per annum.

In addition, subject to any necessary Shareholder approval, a Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director (e.g. non-cash performance incentives such as options).

Directors are also entitled to be paid reasonable travel and other expenses incurred by them in the course of the performance of their duties as Directors.

The Nomination and Remuneration Committee reviews and approves the Company's remuneration policy in order to ensure that the Company is able to attract and retain senior management and Directors who will create value for Shareholders, having regard to the amount considered to be commensurate for an

62

entity of the Company’s size and level of activity as well as the relevant Directors’ time, commitment and responsibility.

The Board is also responsible for reviewing any employee incentive and equitybased plans including the appropriateness of performance hurdles and total payments proposed.

The Nomination and Remuneration Committee will consider succession planning for the Board and the CEO.

(g) Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors, the CEO and, if applicable, any employees reporting directly to the CEO). The policy generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chair) must be obtained prior to trading.

(h) Diversity, Equality and Inclusion policy

The Board values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its goals. Accordingly, the Company has set in place a diversity, equality and inclusion policy. This policy details the Company’s diversity objectives in relation to gender, age, cultural background and ethnicity. It includes requirements for the Board to establish measurable objectives for achieving diversity, equality and inclusiveness and for the Board to assess annually both the objectives, and the Company’s progress in achieving them.

(i)

Audit and Risk Committee

The Company will establish an Audit and Risk Committee which operates under an Audit and Risk Committee Charter which includes, but is not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and the Company's risk management systems, the identification and management of business, economic, health and safety, environmental and social sustainability risk and the external audit function. Following Admission, the Audit and Risk Committee will comprise of three NonExecutive Directors.

(j)

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors following the recommendation from the Audit and Risk Committee.

(k)

Internal audit

The Company does not have an internal audit function. The Board considers the Audit and Risk Committee and financial control function in conjunction with its risk management policy is sufficient for a Company of its small size and lack of complexity.

(l)

Whistleblower policy

The Company has adopted a whistleblower policy to ensure concerns regarding unacceptable conduct including breaches of the Company's code of conduct can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The Company is committed to creating and maintaining a culture of corporate compliance and ethical behaviour in which employees are responsible and accountable and behave with honesty and integrity.

Copper Search Limited PROSPECTUS 63

(m) Anti-Bribery and Anti-Corruption policy

The Company is committed to ensuring that its corporate culture, in all its offices and operations worldwide, discourages fraudulent and corrupt conduct and has adopted an anti-bribery and anti-corruption policy. The purpose of the anti-bribery and anti-corruption policy is to educate and inform personnel and representatives of the Company of the Company's commitment to anti-corruption and bribery requirements arising out of anti-bribery and corruption laws and the various laws prohibiting fraudulent and corrupt behaviour more generally.

(n) Health, Safety and Environment policy

The Company is committed to providing and maintaining a safe and healthy workplace for all employees, as well as clients, visitors and members of the public and has adopted a health, safety and environment policy. The purpose of the health, safety and environment policy is to inform personnel and representatives of the Company of the Company's commitment to manage health, safety and environment requirements arising out of the relevant workplace health and safety and environmental legislation.

4.9 Departures from Recommendations

Following admission to the Official List, the Company will be required to report any departures from the Recommendations in its annual financial report.

The Company's departures from the Recommendations as at the date of this Prospectus are detailed in the table below.

Principles and	Explanation for Departure
Recommendations
3.1 A listed entity should articulate and disclose its values	The Board will, when it considers the Company to be of an appropriate size, articulate and disclose its values that complies with Recommendation 3.1
7.3 A listed entity should disclose if it has an internal	The Company does not have an internal audit function. The Board considers the Audit and Risk Committee and
audit function	financial control function in conjunction with its risk
	management policy is sufficient for a Company of its
	small size and lack of complexity. The Board will
	periodically review whether there is a need for an internal
	audit function that complies with Recommendation 7.3

64

5. INDEPENDENT ACCOUNTANT'S REPORT

==> picture [483 x 77] intentionally omitted <==

==> picture [483 x 76] intentionally omitted <==

==> picture [483 x 77] intentionally omitted <==

==> picture [483 x 77] intentionally omitted <==

==> picture [483 x 77] intentionally omitted <==

==> picture [483 x 77] intentionally omitted <==

==> picture [483 x 77] intentionally omitted <==

==> picture [483 x 77] intentionally omitted <==

==> picture [483 x 75] intentionally omitted <==

Copper Search Limited PROSPECTUS 65

==> picture [483 x 682] intentionally omitted <==

66

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

Copper Search Limited PROSPECTUS 67

==> picture [483 x 228] intentionally omitted <==

==> picture [483 x 455] intentionally omitted <==

68

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

Copper Search Limited PROSPECTUS 69

==> picture [483 x 682] intentionally omitted <==

70

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

Copper Search Limited PROSPECTUS 71

==> picture [483 x 455] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

72

==> picture [482 x 682] intentionally omitted <==

Copper Search Limited PROSPECTUS 73

==> picture [483 x 682] intentionally omitted <==

74

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

Copper Search Limited PROSPECTUS 75

==> picture [483 x 228] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

76

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

Copper Search Limited PROSPECTUS 77

==> picture [483 x 228] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

78

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

Copper Search Limited PROSPECTUS 79

==> picture [483 x 228] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

80

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 455] intentionally omitted <==

Copper Search Limited PROSPECTUS 81

==> picture [483 x 682] intentionally omitted <==

82

==> picture [482 x 682] intentionally omitted <==

Copper Search Limited PROSPECTUS 83

==> picture [483 x 455] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

84

==> picture [482 x 455] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

Copper Search Limited PROSPECTUS 85

==> picture [483 x 228] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

==> picture [483 x 228] intentionally omitted <==

86

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

==> picture [482 x 228] intentionally omitted <==

Copper Search Limited PROSPECTUS 87

6. INDEPENDENT TECHNICAL REPORT

==> picture [470 x 664] intentionally omitted <==

88

==> picture [454 x 429] intentionally omitted <==

==> picture [454 x 215] intentionally omitted <==

Copper Search Limited PROSPECTUS 89

==> picture [455 x 215] intentionally omitted <==

==> picture [455 x 215] intentionally omitted <==

==> picture [455 x 215] intentionally omitted <==

90

==> picture [454 x 215] intentionally omitted <==

==> picture [454 x 215] intentionally omitted <==

==> picture [454 x 215] intentionally omitted <==

Copper Search Limited PROSPECTUS 91

==> picture [455 x 215] intentionally omitted <==

==> picture [455 x 215] intentionally omitted <==

==> picture [455 x 215] intentionally omitted <==

92

==> picture [454 x 215] intentionally omitted <==

==> picture [454 x 215] intentionally omitted <==

==> picture [454 x 215] intentionally omitted <==

Copper Search Limited PROSPECTUS 93

==> picture [455 x 215] intentionally omitted <==

==> picture [455 x 215] intentionally omitted <==

==> picture [455 x 215] intentionally omitted <==

94

==> picture [454 x 215] intentionally omitted <==

==> picture [454 x 215] intentionally omitted <==

==> picture [454 x 215] intentionally omitted <==

Copper Search Limited PROSPECTUS 95

==> picture [455 x 215] intentionally omitted <==

==> picture [455 x 215] intentionally omitted <==

==> picture [455 x 215] intentionally omitted <==

96