BULLETIN RESOURCES LIMITED - Capital/Financing Update 2021

Prospectus

Pursuant to section 713 Corporations Act 2001 (Cth)

Bulletin Resources Limited ACN 144 590 858 ( Company )

This Prospectus contains the following offers:

(a) a non-renounceable, pro-rata rights issue to Eligible Shareholders of 1 Rights Share for every 3 Shares held at an issue price of $0.045 per Rights Share to raise approximately $2,689,396 before costs together with 1 Rights Option for every 3 Rights Shares issued exercisable at $0.10 on or before 30 September 2024 ( Rights Issue );
(b) a contingent offer of up to 20,000,000 Contingent Shares at an issue price of $0.045 per Contingent Share to raise up to $900,000, together with one free attaching option for every 3 Contingent Shares subscribed, subject to the Contingent Placement Calculation described at section 2.4 of this Prospectus ( Contingent Placement );
(c) an offer of 45,000,000 Placement Options at a subscription price of $0.001 per New Option to raise $45,000 exercisable at $0.10 each on or before 30 September 2024 ( Option Placement ),

(together, the Offers ).

The Contingent Placement up to $900,000 will proceed subject to the Contingent Placement Calculation described at section 2.4 of this Prospectus and the Option Placement is subject to Shareholder approval being obtained for the Option Placement ( Option Placement Condition ) which will be sought at the general meeting to be held on or about 17 September 2021 ( General Meeting ).

The Rights Issue and Option Placement are fully underwritten by Westar Capital Limited ( Underwriter ) to the amount of up to $2,734,396. The Contingent Placement will not be underwritten. Refer to section 7.2 for details regarding the terms of the Underwriting Agreement.

This document is important and it should be read in its entirety

You must complete your Entitlement and Acceptance Form online on the Offer Website - https://bulletinresources ri.online.computershare.com and make your payment no later than 5.00pm (Perth time) on the Closing Date. Please refer to the timetable set out in this Prospectus for the Important Dates. The Contingent Placement and the Option Placement are open to investors only by invitation of the Company and the Lead Manager only.

If you are in any doubt as to the contents of this document, you should consult your stockbroker, solicitor, banker, financial advisor or accountant as soon as possible. The securities offered by this Prospectus are considered to be speculative.

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Important information

Offer statistics

Right Issue Offer Price: .................................................................................. $0.045 per Rights Share Rights Issue Offer Ratio: ................................................................. 1 Rights Share for every 3 Shares with 1 Attaching Option for every 3 Rights Shares issued Max. amount of Rights Shares to be issued under the Rights Issue: ...........................up to 59,764,358 Max. amount of Rights Options to be issued under the Rights Issue: ..........................up to 19,921,453 Contingent Placement Offer Price: ..................... $0.045 per Contingent Share (with 1 attaching Option for every 3 Contingent Shares issued) Options Placement Offer Price: .............................................................. $0.001 per Placement Option Max. amount of Contingent Shares to be issued under the Contingent Placement: .....up to 20,000,000 Max. amount of Contingent Options to be issued under the Contingent Placement: ..... up to 6,666,667 Max. amount of Placement Options to be issued under the Option Placement: .......up to 45,000,000 Max. amount to be raised under the Offers: ........................................................................ $3,634,396 Number of Shares on issue following the Offers: ............................................................. 259,057,432 Number of Options on issue following the Offers: ........................................................... 102,088,120 *Excludes any Shares which may be issued in the event that any Existing Options are exercised prior to the Record Date. ** Includes 30,500,000 Existing Options currently on issue.

*** Subject to receiving shareholder approval at the General Meeting.

Key dates for investors

Announcement of Offer and Appendix 3B and Prospectus lodged with ASX and ASIC: ........................................................................ 9 August 2021 Record Date for determining entitlements under the Rights Issue: ............................... 12 August 2021 Prospectus despatched via Offer Website: .................................................................. 17 August 2021 Offers open: ................................................................................................................ 17 August 2021 Despatch Notice of Meeting: ....................................................................................... 17 August 2021 Last date to extend closing date: ............................................................................. 9 September 2021 Offers expected to close: ...................................................................................... 14 September 2021

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General Meeting: .................................................................................................. 17 September 2021 Commencement of trading of New Securities on ASX: .......................................... 21 September 2021 Expected date for despatch of New Shareholding statements: ............................... 21 September 2021

Further details regarding the timetable for the Offers are set out in section 2.6. All dates are subject to change and accordingly are indicative only. In particular, the Company has the right to vary the dates of the Offer, without prior notice. Investors are encouraged to submit their Entitlement and Acceptance Forms as soon as possible after the Offers open.

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Important notice

This Prospectus is dated 9 August 2021 and was lodged with the ASIC on the same date. Neither ASIC nor ASX takes any responsibility as to the contents of this Prospectus. No securities will be issued on the basis of this Prospectus any later than 13 months after the date of issue of this Prospectus.

This Prospectus contains an offer to Eligible Shareholders of continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is intended to be read in conjunction with the publicly available information in relation to the Company which is released on the ASX from time to time.

Securities will only be issued on the basis of this Prospectus in accordance with the terms set out in this Prospectus.

As at the date of this Prospectus, the Company has complied with:

the provisions of chapter 2M of the Corporations Act , as they apply to the Company; and
section 674 of the Corporations Act .

The Rights Issue is only offered to those Shareholders who are Eligible Shareholders on the Record Date (being Shareholders who have a registered address in Australia and New Zealand or who qualify in the opinion of the Company).

The Contingent Placement and the Option Placement are only offered to certain investors by invitation from the Lead Manager.

No person is authorised to give any information or to make any representation in connection with the Offers described in this document which is not contained in this document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers.

Foreign shareholders

This document does not constitute an offer of New Securities in any jurisdiction in which it would be unlawful. New Securities may not be offered or sold in any country outside Australia except to the extent permitted below.

The Company has decided that it is unreasonable to offer the Rights Issue to Shareholders with registered addresses outside of Australia and New Zealand, having regard to the number of Shareholders in those places, the number and value of the Rights Shares and Rights Options they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Rights Issue is not being extended to, and does not qualify for distribution or sale by, and no Rights Shares and Rights Options under the Rights Issue will be issued to Shareholders having registered addresses outside of Australia and New Zealand.

The Company has not made any investigation as to the regulatory requirements that may prevail in the countries, outside of Australia and New Zealand, in which the Company’s Shareholders may reside. It is the responsibility of overseas Applicants to ensure compliance with all laws of any country relevant to their Acceptance. The Rights Issue may only be accepted by Eligible Shareholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to make such an offer.

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The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions. Any failure to comply with restrictions might constitute a violation of applicable securities laws.

See section 2.13 for further information on Offer restrictions with respect to shareholders who do not have registered addresses in Australia.

New Zealand

The New Securities are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand) .

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) . This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

How to accept Entitlement under the Rights Issue

Entitlements to Rights Shares and attaching Rights Options can be accepted in full or in part by completing and returning the Entitlement and Acceptance Form which is accompanying this Prospectus online at the Offer Website https://bulletinresources-ri.online.computershare.com and making payment of Acceptance Money by BPAY® or EFT ( Electronic Funds Transfer ) in accordance with the instructions set out in this Prospectus and on the Entitlement and Acceptance Form.

This Prospectus is also available in electronic form on the internet at www.bulletinresources.com. If you wish to obtain a free copy of this Prospectus, please contact the Company on +61 (08) 9230 3585.

Enquiries

If you are an Eligible Shareholder and have any questions in relation to the Rights Issue, please contact your stockbroker or professional adviser. If you have questions in relation to the Shares upon which your Entitlement has been calculated, or how to complete the Entitlement and Acceptance Form or take up your Entitlement, please call the Company on (08) 9230 3585 (for callers within Australia).

No person named in this Prospectus, nor any other person, guarantees the performance of Bulletin, the repayment of capital or the payment of a return on the Rights Shares.

Please read this Prospectus carefully before you decide to invest. An investment in the Company has a number of specific risks which you should consider before deciding to invest. Some of these risks are summarised in section 1.6 of this Prospectus and set out in more detail in section 6 of this Prospectus. This Prospectus is an important document and you should read it in full before deciding whether to invest pursuant to the Offers. You should also have regard to other publicly available information about

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the Company, including ASX announcements, which can be found at the Company’s website: www.bulletinresources.com.

Terms used

A number of terms and abbreviations used in this Prospectus have defined meanings, which are explained in the definitions and glossary in section 9.

Money as expressed in this Prospectus is in Australian dollars unless otherwise indicated.

Forward looking statements

Some of the information contained in this Prospectus constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. These statements discuss future objectives or expectations concerning results of operations or financial conditions or provide other forward-looking information. The Company’s actual results, performance or achievements could be significantly different from the results or objectives expressed in, or implied by, those forward-looking statements. This Prospectus details some important factors that could cause the Company’s actual results to differ from the forward-looking statements made in this Prospectus.

No representations

No person is authorised to give any information or to make any representation in connection with the Offers which are not contained in this Prospectus. Any information or representation in connection with the Offers not contained in this Prospectus may not be relied on as having been authorised by the Company or its officers. This Prospectus does not provide investment advice or advice on the taxation consequences of accepting the Offers. The Offers and the information in this Prospectus, do not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor.

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1.	Investment summary ............................................................................................................... 6
2.	Details of the Offers .............................................................................................................. 12
3.	How to apply ......................................................................................................................... 18
4.	Company Information ............................................................................................................ 22
5.	Effect of the Offers on the Company ...................................................................................... 25
6.	Risk factors ........................................................................................................................... 31
7.	Material Contracts ................................................................................................................. 38
8.	Additional information ............................................................................................................ 43
9.	Definitions and glossary ........................................................................................................ 53

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Chairman’s letter

9 August 2021

Dear Shareholders,

It is my pleasure to introduce this Prospectus and invite you to take up your Entitlement of Rights Shares and Rights Options in Bulletin Resources Limited.

As announced on 9 August 2021 the Directors wish to provide the opportunity for Eligible Shareholders to invest in Rights Shares under the Rights Issue. The Rights Issue is a non-renounceable rights issue of 1 Rights Share for every 3 Shares held at an issue price of $0.045 per Rights Share, to raise approximately $2,689,396 (before costs) together with 1 attaching Rights Option for every 3 Rights Shares exercisable at $0.10 on or before 30 September 2024. The issue price represents a 25.8% discount to the 10 day volume-weighted average Share price (being $0.0606) as at 6 August 2021.

The Company also offers certain eligible investors the opportunity to participate in the Contingent Placement and the Option Placement by invitation only from the Company and the Lead Manager.

It is proposed that the funds raised from the Rights Issue, Contingent Placement and the Option Placement will be put towards exploration activities on the Company’s existing projects, including the Lake Rebecca Gold Project, the Chifley Gold Project and the Ravensthorpe Lithium Project, and the evaluation and potential acquisition of new opportunities.

All of the Directors intend to take up all of their entitlement to Rights Shares and Rights Options, with the exception of Mr Paul Poli who intends to take up only part of his entitlements.

Shareholders intending to participate in the Rights Issue should note that a personalised Entitlement and Acceptance Form is available via the Offer Website https://bulletinresourcesri.online.computershare.com and sets out the number of Rights Shares and Rights Options you are entitled to subscribe for as an Eligible Shareholder ( Entitlement ). Entitlements to Rights Shares and Rights Options can be accepted in full or in part by completing the Entitlement and Acceptance Form online and making payment of Acceptance Money by BPAY in accordance with the instructions set out below and on the Entitlement and Acceptance Form. Subscription money for the Rights Shares and Rights Options must be received by the Company at its Share Registry by the Closing Date. Please refer to the timetable for the important dates of the Offers.

The Rights Issue is non-renounceable and therefore Entitlements will not be tradeable on the ASX or otherwise transferable. Westar Capital Limited ( Westar Capital ) is the Lead Manager of the Offers and agrees to fully underwrite the subscription of the Rights Issue and Options Placement ( Underwritten Offers ) as Underwriter. The Company and Westar Capital will work together to allocate any Underwritten Securities not taken up by the Eligible Shareholder Entitlements in accordance with the Underwriting Agreement.

The Offers are due to open from 17 August 2021 and is due to close on 14 September 2021. On behalf of the Directors, I thank you for your continued support and I invite you to consider this investment opportunity.

Yours sincerely,

==> picture [117 x 38] intentionally omitted <==

Paul Poli Chairman Bulletin Resources Limited

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1. Investment summary

The information set out in this section is not intended to be comprehensive and should be read in conjunction with the full text of this Prospectus.

1.1 The Offers

This Prospectus is for:

(a) the non-renounceable rights issue of approximately 59,764,358 Rights Shares at an issue price of $0.045 per Rights Share, on the basis of 1 Rights Shares for every 3 Shares held by Eligible Shareholders as at the Record Date, together with 1 attaching Rights Option for every 3 Rights Shares, to raise approximately $2,689,396 ( Rights Issue );
(b) an offer of up to 20,000,000 Contingent Shares at an issue price of $0.045 per Contingent Share to raise up to $900,000, together with one free attaching option for every 3 Contingent Shares subscribed, subject to the Contingent Placement Calculation described at section 2.4 of this Prospectus ( Contingent Placement ); and
(c) an offer of 45,000,000 Placement Options at a price of $0.001 per New Option to raise $45,000, subject to the Option Placement Condition described at section 2.5 ( Option Placement ),

(together, the Offers ).

The Rights Issue is an offer to Eligible Shareholders only.

The Contingent Placement and Option Placement are only offered to certain investors by invitation from the Lead Manager.

The Rights Issue and Option Placement are underwritten by Westar Capital.

Westar Capital, in consultation with the Company, has the sole right to nominate and determine who is to receive the securities offered under the Rights Issue and Option Placement that have not been taken up by Shareholders ( Shortfall Securities ). Westar Capital will not allocate or issue any Shortfall Securities where it is aware that to do so would result in a breach of the Corporations Act, the Listing Rules or any other relevant legislation or law.

The issue price of $0.045 per Rights Share represents a 25.8% discount to the 10-day volumeweighted average price for Shares (being $0.0606) as at 6 August 2021.

On the same date as announcing the Offers, the Company applied to the ASX for the New Securities to be granted Official Quotation on the ASX. Official Quotation of the New Securities is expected to occur on or about 21 September 2021.

The Directors may at any time decide to withdraw this Prospectus and the offers of New Securities made under this Prospectus, in which case the Company will return all applications moneys (without interest) within 28 days of giving notice of such withdrawal.

1.2 Eligible Shareholders

The Rights Issue is an offer to Eligible Shareholders only, being Shareholders who the Company is satisfied that the Rights Issue is permitted, and who:

(a) are the registered holder of Shares as at 5.00pm (Perth time) on the Record Date; and
(b) have a registered address in Australia and New Zealand.

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1.3 Minimum subscription

There is no minimum subscription to the Offers. The Rights Issue and Option Placement are fully underwritten.

1.4 Purpose of the Offers

The Directors intend to apply the proceeds from the Offers for the purposes of:

(a) exploration activities on the Company’s existing projects, including the Lake Rebecca Gold Project, Chifley Gold Project and the Ravensthorpe Lithium Project;
(b) acquisition opportunities;
(c) the costs of the Offers; and
(d) general working capital purposes.

The proceeds from the Offers are proposed to be allocated in the following manner as at the date of this Prospectus:

Proposed use of funds2	Offer Amount
Exploration activities on the Company’s existing projects	$1,250,000
Acquisition opportunities	$1,000,000
Estimated costs of the Issue (including legal fees, lead manager’s fees, underwriter’s fees, Share Registry fees, ASX fees and other miscellaneous costs associated with the Offer)1, 3	$242,000
Working capital3	$ 1,142,000
Total (maximum raising)	$ 3,634,000

1 Assumes that the Offers are fully subscribed and does not take account of brokerage (if any) discussed at section 7.1. 2 The proposed use of funds from the Offers are subject to change without notice and may be impacted by assay results from the Lake Rebecca Gold Project the Company is expected to receive after the date of this Prospectus. 3 The allocation of funds towards Estimated costs of the Issue and Working Capital will vary depending on whether the Contingent Placement proceeds, and the success of the Option Placement.

However, in the event that circumstances change, or other better opportunities arise, the Directors reserve the right to vary the proposed uses to maximise the benefit to Shareholders.

1.5 Investment highlights

The proceeds from the Rights Issue will be used predominantly for exploration activities on the Company’s existing projects, particularly the Lake Rebecca Gold Project. The aircore drilling of 206 holes for 8,383m to test multiple high priority gold targets at the Lake Rebecca Gold Project has recently been completed. The drilling targeted highly prospective fold along strike of a 2.4km long gold anomaly and on a structural target on a regional fault to the east.

It is expected that the results from the drilling program will provide a better understanding of a potential gold mineralisation at depth. The Company previously released an announcement on 2 August 2021 concerning the majority of the assay results from the recent drilling program and the remaining drill samples are expected to be returned in approximately late August. The Company will release the remaining results to the market as they become available.

Proceeds from the Offers will also be directed to expand exploration activities for the Chifley Gold Project and Ravensthorpe Lithium Project.

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1.6 Risk factors

Investing in the Company involves risk. There are factors, both specific to the Company and of a general nature, which may affect the future operating and financial performance of the Company. Some of these factors can be mitigated by appropriate commercial action. However, many are outside the control of the Company, dependent on the policies adopted and approaches taken by regulatory authorities, or cannot otherwise be mitigated. If you are unsure about subscribing for New Securities, you should first seek advice from your stockbroker, accountant, financial or other professional adviser.

The following sets out a summary of some of the key risks relevant to the Company and its operations:

Risk	Details
Coronavirus (COVID-19) risk	Global economic outlook is facing uncertainty due to the current COVID-19 pandemic, which has had and may continue to have a significant impact on capital markets and share prices. The Company’s Share price may also be adversely affected by the economic uncertainty caused by COVID-19. Further, any measures to limit the transmission of the virus implemented by governments around the world (such as travel bans andquarantine restrictions) may adversely impact the Company’s operations. While the Western Australian government is currently supportive of the continual operation of the mining industry, some mines may close or have their operation affected due to local outbreaks amongst staff. Forced closures or cessation of works for either the Company or its contractors would adversely impact the Company’s operations or its ability to commence mining operations within the proposed timeline.
General Economic Conditions	Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that economic climate include the general level of economic activity, interest rates, inflation, supply and demand, industrial disruption and other economic factors. The price of commodities will also be of particular relevance to the Company. These factors are beyond the control of the Company and the Company cannot, with any degree of certainty, predict how they will impact on the Company.
Commodity Price and Exchange Risks	Any substantial decline in the price of gold, lithium or other minerals could have a material adverse effect on the Company. Furthermore, international prices of gold are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.
Force Majeure	The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.
Project Delay	To the extent that operational, construction and development activities are delayed for any of the production or development projects in which the

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Risk	Details
	Company is the operator or is to be granted management rights, this may affect the total development costs and the timing and level of proceeds derived from the operation which may have a material adverse effect on the Company.
Exploration and development	There can be no assurance that any exploration or development activity in regard to the Company’s properties, or any properties that may be acquired in the future, will result in the discovery or exploitation of an economic resource. Mineral exploration, development and mining/extraction may be hampered by circumstances beyond the control of the Company. The planned increase in mining rate and mining production may be hampered by delay or unforeseen circumstances or costs.
Resources and Reserve Estimates	Resource and reserve estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when originally calculated, may alter when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates may change. Accordingly, the actual resources may materially differ from these estimates and assumptions and no assurances can be given that the resource estimates and the underlying assumptions will be realised. This could result in alterations to development and mining/extraction plans, which may, in turn, affect the Company’s operations and ultimately the Company’s financial performance and value.

Further details regarding risks which may affect the Company in the future are set out in section 6.

The New Securities offered under this Prospectus carry no guarantee of profitability, dividends, return of capital or the price at which they may trade on ASX. The past performance of the Company should not necessarily be considered a guide to their future performance.

1.7 New Share terms

Upon issue, each New Share will rank equally with all existing Shares then on issue. A summary of the rights attaching to the New Shares is set out in section 8.3.

1.8 New Option terms

The New Options available under the Issue will be exercisable at $0.10 on or before 30 September 2024. Terms of the New Options to be issued under this Prospectus are set out in full in Schedule 2. The Company will apply for quotation of the New Options.

1.9 Acceptance of Entitlement to Rights Shares

The number of Rights Shares to which an Eligible Shareholder is entitled and the total amount an Eligible Shareholder will have to pay if they choose to take up all of their rights to subscribe for Rights Shares is shown on the Entitlement and Acceptance Form accompanying this Prospectus on the Offer Website. This Prospectus is for the information of Eligible Shareholders

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who are entitled and may wish to apply for the Rights Shares and the attaching Rights Options. Fractional entitlements will be rounded up to the nearest whole number.

Entitlements to Rights Shares can be accepted in full or in part by completing the Entitlement and Acceptance Form on the Offer Website and making payment of Acceptance Money by BPAY or EFT in accordance with the instructions set out in section 3 and on the Entitlement and Acceptance Form. Acceptance Money should be rounded up to the nearest cent.

Any Shortfall Securities are to be distributed at the discretion of Westar Capital in consultation with the Company.

Subscription moneys for the Rights Shares must be received by the Company at its Share Registry by the Closing Date. Please refer to the timetable for the important dates of the Offers.

1.10 Ineligible shareholders

The Company will not be extending the Rights Issue to Ineligible Shareholders.

1.11 Directors intentions in respect of Entitlements

As at the date of this Prospectus, some of the Directors of Bulletin have either a direct or indirect interest in Shares. Set out below is a table summarising the Entitlement of each Director (based on their current holding) and how they intend to treat their Entitlement.

Director	Shares	Entitlement1	Intentions
Paul Poli	3,170,000	1,056,666	Take up part of his entitlement
Franciscus (Frank) Sibbel	2,250,000	750,000	Take up all of his entitlement
Robert Martin	46,614,702	15,538,234	Take up all of his entitlement
Daniel Prior	190,000	63,333	Take up all of his entitlement

1 The Application Money payable in respect of these New Shares will be satisfied through a cash payment Note: Details of Options held by the Directors are set out in section 8.6.

1.12 Lead Manager

Westar Capital has been appointed as the lead manager to the Offers. Further details of the terms of appointment of the lead manager are set out in section 7.1.

1.13 Underwriter

Westar Capital has been appointed as the underwriter to the Underwritten Offers, being the Rights Issue and Option Placement. Further details of the terms of appointment of the underwriter are set out in section 7.2.

1.14 Shortfall and dilution of Shareholder’s interests

The Underwritten Offers are underwritten up to $2,734,396. In accordance with the Underwriting Agreement, it is at the discretion of the Underwriter to distribute and allocate any Shortfall Securities if any Eligible Shareholders do not take up their Entitlements in full.

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If required, the Company intends to actively work with Westar Capital during, and after, the Offers in order to secure commitments and subsequently to place, any Shortfall of New Securities not subscribed for by Eligible Shareholders, noting that the Underwritten Offers are fully underwritten.

Shareholders should be aware that to the extent that they do not accept their Entitlements in full, a Shortfall will arise and all or part of any Shortfall may be placed by the Company, in consultation with Westar Capital, to other investors in which case their interest in the Company may be significantly diluted (see section 5 for further details). Further, the Offers are not being extended to Shareholders with registered addresses outside of Australia and New Zealand and the holdings of those Shareholders in the Company will be diluted by the Offers. Given the terms of the Offers, the interests of a Shareholder in the Company may be diluted by up to 30.79% in the event that they are not eligible to participate or elect not to accept their Entitlement in full if the Offers are fully subscribed or alternatively, any Shortfall is fully placed.

Eligible Shareholders can reduce the extent of the dilution of their voting power in the Company by accepting their Entitlement in full.

Acceptance of Entitlements or the placement of any Shortfall may also result in existing Shareholders significantly increasing their interest in the Company or obtaining a substantial interest in the Company. However, the Shortfall will only be placed to the extent that such placement is in compliance with the takeover provisions of the Corporations Act , which restrict a person and their associates from having a relevant interest in the Company of not more than 20.0%, subject to a number of exemptions.

As the Underwritten Offers are underwritten, the Underwriter, in conjunction with the Directors, shall allot and issue additional Underwritten Securities available under the Underwritten Offers in accordance with the allocation policy for the Shortfall set out in section 2.3.

The Company and the Directors reserve the right (as contemplated within the ASX Listing Rules), to allocate any of that Shortfall in their absolute discretion (after consultation with the Underwriter). Eligible Shareholders should be aware that to the extent that they do not accept their Entitlements in full a Shortfall will arise, and all or part of that Shortfall may be placed by the Company (in consultation with the Underwriter) to other parties, in which case the interest of relevant Eligible Shareholders in the Company may be diluted.

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2. Details of the Offers

2.1 Rights Issue

The Rights Issue is a non-renounceable rights issue of approximately 59,764,358 Rights Shares at an issue price of $0.045 per Rights Share, on the basis of 1 Rights Share for every 3 Shares held by Eligible Shareholders as at the Record Date, together with 1 attaching Rights Option for every 3 Rights Shares, to raise approximately $2,689,396.

There are currently approximately 30,500,000 Existing Options on issue in the Company. If any of the Existing Options are exercised prior to the Record Date, additional Rights Shares will be offered under this Prospectus. If all Existing Options on issue at the date of this Prospectus were exercised prior to the Record Date, the Company's issued shares would increase by 30,500,000 Shares, resulting in a further 10,166,667 Rights Shares being offered pursuant to this Prospectus. This would increase the Company's total Shares on issue prior to the Offers to 209,793,074 and on completion of the Offers the Company’s total Shares would be 299,724,099 Shares.

The Rights Issue is an offer to Eligible Shareholders only.

The Rights Issue is fully underwritten by Westar Capital.

Westar Capital, in consultation with the Company, has the sole right to nominate and determine who is to receive the Rights Shares and Rights Options that have not been taken up by Eligible Shareholders ( Shortfall Securities ). Westar Capital will not allocate or issue any Shortfall Securities where it is aware that to do so would result in a breach of the Corporations Act, the Listing Rules or any other relevant legislation or law.

The issue price of $0.045 per Rights Share represents a 25.8% discount to the 10-day volumeweighted average price for Shares (being $0.0606) as at 6 August 2021.

On the same date as announcing the Offers, the Company applied to the ASX for the Rights Shares and Rights Options to be granted Official Quotation on the ASX. Official Quotation of the New Securities is expected to occur on or about 21 September 2021.

The Directors may at any time decide to withdraw this Prospectus and the Offers made under this Prospectus, in which case the Company will return all applications moneys (without interest) within 28 days of giving notice of such withdrawal.

2.2 Eligible Shareholders

The Rights Issue is an offer to Eligible Shareholders only, being Shareholders who the Company is satisfied that the Rights Issue is permitted, and who:

(a) are the registered holder of Shares as at 5.00pm (Perth time) on the Record Date; and
(b) have a registered address in Australia and New Zealand.

2.3 Allotment and allocation policy

The Company will proceed to allocate Securities as soon as possible after the Closing Date and receiving ASX permission for Official Quotation of the Securities.

In the case that there is less than full subscription by Shareholders of their Entitlements under the Rights Issue, the Directors in consultation with Westar Capital, reserve the right, as contemplated within the ASX Listing Rules to issue any Shortfall at their discretion (see section 5). Any Shortfall will be issued within three months after the Closing Date at an issue price being not less than the Offer Price (or as otherwise permitted by the ASX). As the

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Underwritten Offers are underwritten, the Directors, in conjunction with the Underwriter, shall allot and issue additional New Shares and attaching additional New Options available under the Underwritten Offers in accordance with the allocation policy for the Shortfall set out in section 2.3.

No new Securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus.

2.4 Contingent Placement

This Prospectus also includes an offer of up to 20,000,000 Contingent Shares at an issue price of $0.045 per Contingent Share to raise up to $900,000, together with one free attaching option for every 3 Contingent Shares subscribed exercisable on or before 30 September 2024 at $0.10 each ( Contingent Placement ).

The number of Contingent Shares offered under the Contingent Placement will be determined by reference to the Shortfall Securities under the Rights Issue, such that the number of Contingent Shares offered under the Contingent Placement will be the difference between the Rights Issue Shortfall Securities and 20,000,000 ( Contingent Placement Calculation ). By way of example:

(a) if the Rights Issue shortfall are nil Shortfall Securities, 20,000,000 Contingent Shares will be issued under the Contingent Placement;
(b) if the Rights Issue shortfall is 5,000,000 Shortfall Securities, 15,000,000 Contingent Shares will be issued under the Contingent Placement;
(c) if the Rights Issue shortfall is 10,000,000 Shortfall Securities, 10,000,000 Contingent Shares will be issued under the Contingent Placement;
(d) if the Rights Issue shortfall is 15,000,000 Shortfall Securities, 5,000,000 Contingent Shares will be issued under the Contingent Placement;
(e) if the Rights Issue shortfall is 20,000,000 Shortfall Securities, nil Contingent Shares will be issued under the Contingent Placement, and the Contingent Placement will not go ahead; and
(f) if the Rights Issue shortfall is greater than 20,000,000 Shortfall Securities, nil additional Contingent Shares will be issued under the Contingent Placement, and the Contingent Placement will not go ahead.

Only participants in the Contingent Placement will be eligible to apply for Contingent Shares and Contingent Options under the Contingent Placement. Accordingly, the Contingent Placement Offer will only be extended to specific parties on invitation from the Directors, in consultation with the Lead Manager, and the Contingent Placement Offer Application Form will be provided by the Company to these parties only.

The Contingent Placement will not be underwritten.

The Contingent Shares and Contingent Options will be issued using the Company’s existing 15% placement capacity pursuant to ASX Listing Rule 7.1.

All of the Contingent Shares offered under the Contingent Placement Offer will rank equally with the Shares on issue at the date of this Prospectus. A summary of the material rights and liabilities attaching to the Contingent Placement Shares is set out in section 8.3. The Contingent Options will be exercisable at $0.10 on or before 30 September 2024 and otherwise on the terms and conditions set out in Schedule 2. All Shares issued on conversion of the Contingent Options will rank equally with the Shares on issue at the date of this Prospectus.

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2.5 Option Placement

This Prospectus also includes an offer of 45,000,000 Placement Options at a price of $0.001 per Placement Option to raise $45,000.

Only participants in the Option Placement will be eligible to apply for Placement Options under the Option Placement. Accordingly, the Option Placement will only be extended to specific parties on invitation from the Directors, in consultation with the Underwriter, and the Option Placement Offer Application Form will be provided by the Company to these parties only.

The Placement Options will be exercisable at $0.10 on or before 30 September 2024 and otherwise on the terms and conditions set out in Schedule 2. All Shares issued on conversion of the Placement Options will rank equally with the Shares on issue at the date of this Prospectus.

A general meeting of Shareholders is to be held on or about 17 September 2021 to:

(a) approve the issue of the 45,000,000 Placement Options to be issued under the Option Placement; and
(b) approve the issue of 2,500,000 Placement Options to Director Paul Poli and 7,500,000 Placement Options to Director Robert Martin,

( General Meeting ).

The issue of Placement Options will be subject to Shareholder approval at the General Meeting, for the purposes of Chapters 7 and 10 of the ASX Listing Rules.

Subject to receipt of Shareholder approval at the General Meeting, two of the current Directors propose to participate in the Option Placement, being Paul Poli and Robert Martin. If Shareholder approval is obtained, a total of 10,000,000 Placement Options will be issued amongst Mr Poli and Mr Martin (or their nominees).

The Options Placement will only be extended to specific parties on invitation from the Directors, in consultation with the Underwriter, and the Options Placement Offer Application Form will be provided by the Company to these parties only.

The Option Placement is conditional upon the passing of the resolution that is being put to Shareholders at the General Meeting ( Option Placement Condition ). If the Option Placement Condition is not satisfied, then the Option Placement will not proceed and the Company will repay all application monies received under the Option Placement within the time prescribed under the Corporations Act, without interest.

2.6 Important Dates

Announcement of Issue	9 August 2021
Lodgement of Prospectus with ASIC	9 August 2021
Notice to Option Holders	9 August 2021
Notice to security holders containing Appendix 3B information	9 August 2021
Shares commence trading on an ex rights basis	11 August 2021
Record Date for the Rights Issue	12 August 2021
Notice to Ineligible Shareholders	17 August 2021

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Prospectus and Entitlement and Acceptance Form despatched to Shareholders via Offer Website	17 August 2021
Opening Date of Offer (9am Perth time)	17 August 2021
Despatch Notice of Meeting	17 August 2021
Last date to extend offer	9 September 2021
Closing Date of Offer (5pm Perth time)	14 September 2021
Advise ASX of any shortfall	17 September 2021
Expected date of issue of New Securities	20 September 2021
Commencement of trading of New Securities on ASX	21 September 2021
Expected date for despatch of New Shareholding statements	21 September 2021

The dates set out in this table are subject to change and are indicative only. The Company, in consultation with Westar Capital, reserves the right to alter this timetable at any time.

The Directors, subject to the requirements of the Listing Rules and the Corporations Act, reserve the right to:

(a) withdraw the Offers without prior notice; or
(b) vary any of the important dates set out in this Prospectus, including extending the Offers.

2.7 ASX listing

On the same date as announcing the Offers, the Company applied to the ASX for the New Securities to be issued pursuant to this Prospectus to be listed for Official Quotation by the ASX. If granted, Quotation of the New Securities will commence as soon as practicable after allotment of the New Securities to Applicants, subject to the Option Placement Condition. It is the responsibility of the Applicants to determine their allocation of New Securities prior to trading. ASX Participating Organisations (as defined in the ASX Business Rules) cannot deal in the New Securities either as principal or agent until Official Quotation is granted.

Should the New Securities not be granted Official Quotation on the ASX within three months after the date of this Prospectus, none of the New Securities offered under this Prospectus will be issued and all Acceptance Money will be refunded without interest to Applicants within the time prescribed by the Corporations Act .

2.8 CHESS

The Company will apply to ASX Settlement for the New Securities to participate in the Securities Clearing House Electronic Subregister System known as CHESS.

The Company will not issue certificates to Shareholders with respect to the New Securities. After allotment of the New Securities, those who are issuer sponsored holders will receive an issuer sponsored statement and those who are CHESS holders will receive an allotment advice.

The CHESS statements, which are similar in style to bank account statements, will set out the number of New Securities allotted to each successful applicant pursuant to this Prospectus. The statement will also advise holders of their holder identification number. Further statements will be provided to holders which reflect any changes in their holding in the Company during a particular month.

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2.9 Minimum subscription

There is no minimum subscription to the Offers. The Rights Issue is fully underwritten to $2,689,396 and together with the Option Placement, in aggregate, are fully underwritten to $2,734,396.

2.10 Lead Manager

Westar Capital has been appointed the lead manager to the Offers. Further details of the appointment of the lead manager are set out in section 7.1.

2.11 Underwriting

The Underwritten Offers are fully underwritten by Westar Capital. Further details of the appointment of the underwriter are set out in section 7.2.

2.12 Option Holders

Option Holders will not be entitled to participate in the Rights Issue unless they:

(a) have become entitled to exercise their Existing Options under the terms of their issue and do so prior to the Record Date; and
(b) participate in the Rights Issue as a result of being an Eligible Shareholder at 5.00pm (Perth time) on the Record Date.

If all holders of Existing Options elect to exercise their Options prior to the Record Date, and are eligible to participate in the Rights Issue, a further 10,166,667 (approximately) New Shares may be issued under this Prospectus. Details of the Existing Options are set out in section 5.

2.13 Overseas shareholders

The Company has not made investigations as to the regulatory requirements that may prevail in the countries outside of Australia and New Zealand in which the Company’s Shareholders reside.

This Prospectus and accompanying forms do not, and are not intended to, constitute an offer of New Shares in any place outside of Australia and New Zealand in which, or to any person to whom, it would not be lawful to make such an offer or to issue these Offers or that form.

The distribution of this Prospectus in places outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions. Any failure to comply with those restrictions may violate applicable securities laws.

The Company has decided that it is unreasonable to make offers under this Prospectus to Shareholders with registered addresses outside of Australia and New Zealand ( Ineligible Shareholders ) having regard to the number of Shareholders in those places, the number and value of the New Shares they would be offered and the legal and regulatory requirements in those places and costs of complying with those requirements. Accordingly, the Offers are not being extended to Ineligible Shareholders, and does not qualify for distribution or sale by Ineligible Shareholders and no New Securities will be issued to Ineligible Shareholders.

In particular this Offer is not made in the United States or to persons (including nominees or custodians) acting for the account or benefit of a person in the United States, or to any person who is ineligible under applicable securities laws in any country to receive an offer under the Prospectus without any requirement for a prospectus to be lodged or registered.

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2.14 Notice to nominees and custodians

Nominees and custodians may not distribute any part of this document in the United States or in any other country outside of Australia and New Zealand except to beneficial Shareholders in another country (other than the United States) where the Company may determine it is lawful and practical to make the Offers. Any person in the United States with a holding through a nominee may not participate in the Offers.

Nominees, trustees and custodians must not apply on behalf of any beneficial holder that would not itself be an Eligible Shareholder. Shareholders who are nominees, trustees or custodians are advised to seek independent advice as to how they should proceed. Shareholders who hold Shares on behalf of persons whose registered address is not in Australia and New Zealand are responsible for ensuring that applying for New Securities does not breach securities laws in the relevant overseas jurisdictions.

Nominees and custodians that hold Shares should note that the Rights Issue is available only to Eligible Shareholders. The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of securities. If any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Rights Issue is compatible with applicable foreign laws.

2.15 Electronic prospectus

An electronic version of this Prospectus is available on the Internet at www.bulletinresources.com.

The Entitlement and Acceptance Form may only be distributed together with a complete and unaltered copy of the Prospectus. The Company will not accept a completed Entitlement and Acceptance Form if it has reason to believe that the investor has not received a complete paper copy or electronic copy of the Prospectus or if it has reason to believe that the Entitlement and Acceptance Form or electronic copy of the Prospectus has been altered or tampered with in any way.

While the Company believes that it is extremely unlikely that in the Offer period the electronic version of the Prospectus will be tampered with or altered in any way, the Company cannot give any absolute assurance that it will not be the case. Any investor in doubt concerning the validity or integrity of an electronic copy of the Prospectus should immediately request a paper copy of the Prospectus directly from the Company or the Share Registry.

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3. How to apply

3.1 Applications

Applications for Securities under the Offers must be made by using the relevant Application Form as follows:

Securities	Application Process
Rights Issue Securities	Applications for Securities offered under the Rights Issue may only be made by Eligible Shareholders and must be made using the relevant Entitlement and Acceptance Form available online on the Offer Website with the Prospectus.
Contingent Placement Securities	Applications for Contingent Shares and Contingent Options offered under the Contingent Placement may only be made by participants invited to participate in the Contingent Placement and must be made using the relevant Contingent Placement Offer Application Form accompanying this Prospectus.
Option Placement Securities	Applications for Placement Options offered under the Option Placement may only be made by participants invited to participate in the Option Placement and must be made using the relevant Option Placement Offer Application Form accompanying this Prospectus.

By completing an Application Form, each applicant under the Offers will be taken to have declared that all details and statements made by them are complete and accurate and that they have personally received the Application Form together with a complete and unaltered copy of the Prospectus.

3.2 Rights Issue - How to accept your Entitlement

Eligible Shareholders may accept their Entitlement either in whole or in part. The number of Rights Shares which Eligible Shareholders are entitled to is shown on the Entitlement and Acceptance Form which is accessible from the Offer Website:

To access an online copy of the Entitlement and Acceptance Form, you will need to follow these steps.

Step 1: Access the Offer Website https://bulletinresources-ri.online.computershare.com

Step 2: View or download the Prospectus by clicking on 'View Prospectus'.

Step 3: Invitation by email. Click 'Apply Now' and enter your postcode to access the Entitlement and Acceptance Form; or

Invitation by post. Click 'Apply Now' and enter your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and enter your postcode to access the Entitlement and Acceptance Form.

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Eligible Shareholders may participate in the Rights Issue as follows:

Take up your Entitlement in full

If you are an Eligible Shareholder and wish to take up all of your Entitlement, please:

(a) complete the Entitlement and Acceptance Form online on the Offer Website in accordance with the instructions set out on the form; and
(b) pay your acceptance money via the Offer Website by following the instructions set out on the Entitlement and Acceptance Form,

so that it is received by no later than 5.00pm (Perth time) on the Closing Date or such later date as the Directors determine.

You should ensure that sufficient funds are held in the relevant accounts to cover the Acceptance Money. If the amount of Acceptance Money paid is insufficient to pay in full for the number of whole Rights Shares you have applied for in your Entitlement and Acceptance Form, you will be taken to have applied for such lower number of Rights Shares as your cleared Acceptance Money will pay for (and to have that number of Rights Shares on your Entitlement and Acceptance Form). If your payment does not clear due to insufficient funds in your account, your Application will be rejected.

If you intend to pay for the Rights Shares by BPAY, you must ensure that your payment is received by no later than 5.00pm (Perth time) on the Closing Date or such later date as the Directors determine, keeping in mind that payments made by BPAY may take one or more Business Days to clear. Please refer to the information below regarding payment by BPAY.

Take up some of your Entitlement

If you are an Eligible Shareholder and wish to take up only some of your Entitlement, please:

(a) complete the Entitlement and Acceptance Form online on the Offer Website by inserting the number of Rights Shares for which you wish to accept the Rights Issue offer under this Prospectus (being less than your Entitlement as specified on the Entitlement and Acceptance Form); and
(b) pay your acceptance money via the Offer Website by following the instructions set out on the Entitlement and Acceptance Form,

so that it is received by no later than 5.00pm (Perth time) on the Closing Date or such later date as the Directors determine.

Do nothing

You may do nothing, in which case you will have no right to subscribe for Rights Shares and no Rights Shares will be issued to you. However, if you are an Eligible Shareholder and you do nothing, then Rights Shares representing your Entitlement may be issued to the Underwriter or other third parties in placing any Shortfall.

You should also note that, if you do not take up your Entitlement, then although you will continue to own the same number of Shares, your percentage shareholding in the Company will decrease.

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General

If you have any queries concerning your Entitlement, please contact the Company on (08) 8230 3585 (within Australia) or +61 8 9230 3585 (outside Australia) or contact your stockbroker or professional adviser.

Entitlement and Acceptance Forms may be lodged at any time before the Closing Date. Applications received after the Closing Date may not be accepted. The Company will not be responsible for postal or delivery delays.

The Offer Price of $0.045 per Rights Share is payable in full on acceptance of part or all of your Entitlement.

If an Eligible Shareholder elects to make payment using BPAY, they must contact their bank, credit union or building society to make payment of the Acceptance Money from their cheque or savings account. Refer to the Entitlement and Acceptance Form for the biller code and customer reference number. Eligible Shareholders who have multiple holdings will have multiple customer reference numbers.

Payment Methods

All Shareholders must pay their acceptance money by following the instructions set out on the Entitlement and Acceptance Form available on the Offer Website. Australian Shareholders must pay by BPAY. New Zealand Shareholders must pay by EFT.

If you are a custodian, please refer to the communication sent to you from the Share Registry for instructions on how to apply and pay.

No stamp duty, brokerage or handling fees are payable by the Applicant for the Rights Shares offered by this Prospectus.

The amount payable on acceptance will not vary during the period of the Offers and no further amount is payable on allotment. Acceptance Money will be held in trust in a subscription account until allotment of the Rights Shares. The subscription account will be established and kept by the Company on behalf of the Applicants. Any interest earned on the Acceptance Money will be retained by the Company irrespective of whether allotment takes place.

3.3 Right Issue - Binding effect of Entitlement and Acceptance Form

A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY, constitutes a binding offer to acquire Rights Shares on the terms and conditions set out in this Prospectus and once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for Rights Shares. The Directors’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By completing your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you are an Eligible Shareholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue Rights Shares under the Rights Issue;
(b) you acknowledge that the Rights Shares have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside of Australia; and

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(c) you have not and will not send any materials relating to the Rights Issue to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States.

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4. Company Information

4.1 Introduction

Bulletin Resources Limited ( Bulletin , or the Company ) is an ASX listed minerals exploration company operating in the goldfields of Western Australia. The corporate office is located in Perth, Western Australia.

The Company’s activities during the last year included gold exploration within Western Australia, the royalty, profit share and joint venture interest in the Geko Gold Project and its joint venture interest in the Lake Rebecca Project. The Company is committed to advancing the drilling efforts of the Lake Rebecca Project and were granted two new tenements in the Lake Rebecca area in March 2021.

The Company is focussed on progressing the expansion of drilling efforts of the Lake Rebecca Project and are awaiting laboratory results for the drilling program to test multiple high priority gold targets from the recently completed Aircore Drilling Program in July 2021.

4.2 Lake Rebecca Gold Project

As at the date of this Prospectus, the Company has received and released some of the results received from the drilling program being conducted at the Lake Rebecca Gold Project. The Company anticipates that it will release the remainder of the assay drilling results on or around 20 August 2021 once the final assays have been received and assessed.

The results received so far indicate that gold trends extend over 7km over the Lake Rebecca Gold Project. Further exploration work is expected upon an overall assessment of the results.

The Company encourages shareholders to closely consider these further announcements once they are released prior to determining whether they would like to participate in the Rights Issue.

4.3 The Directors

The Directors of Bulletin bring to the Board relevant expertise and skills, including industry and business knowledge, financial management and corporate governance experience.

Each Director has confirmed with Bulletin that he anticipates being available to perform his duties as a Non-Executive Director or Executive Director, as the case may be, of Bulletin, without undue constraints from other commitments.

The following persons are directors of the Company as at the date of this Prospectus:

Paul Poli - Executive Chairman - Bachelor of Commerce, FCPA

Mr Poli is a fellow of the Australian Society of Certified Practicing Accountants and was the founder and managing partner of an accounting firm for 19 years from 1989 to 2008. He is well versed in all aspects of accounting and taxation and has considerable experience in business through his role as a consultant to many varied clients and through his own involvement in ownership of businesses in Western Australia, the Northern Territory and South East Asia.

He has been chairman of Matsa Resources Limited for over 10 years and as a former registered securities trader and a significant investor in the mining industry, Mr Poli is particularly well qualified to drive the creation of a significant mining and exploration company.

During the past three years, Mr Poli has also served as a director of the following publicly listed companies:

Matsa Resources Limited (appointed 23 December 2008)

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Robert Martin - Non-Executive Director

Mr Martin has over 40 years’ experience in the management and operation of resource projects and other commercial undertakings. He is also a significant shareholder of the Company, through his entity Goldfire Enterprises Pty Ltd.

Mr Robert Martin is a director and holds a beneficial interest in Goldfire Enterprises Pty Ltd (as director and holder of a beneficial interest), RPM Super Pty Ltd and Temorex Pty Ltd. Goldfire Enterprises Pty Ltd currently holds 46,614,702 Shares, representing a 26.0% interest in the Company.

During the past three years, Mr Martin has also served as a director of the following publicly listed companies:

Auris Minerals Limited (appointed 2 November 2016; resigned 20 November 2020)

Franciscus (Frank) Sibbel - Non-Executive Director - B.E.(Hons) Mining, F.Aus.IMM

Mr Sibbel is a mining engineer who has over 40 years of extensive operational and management experience in overseeing large and small scale mining projects from development through to successful production. He was formerly the Operations Director of Tanami Gold NL until 30 June 2008, and worked as the Principal in his own established mining consultancy firm where he has undertaken numerous projects for both large and small mining companies.

During the past three years, Mr Sibbel has also served as a director of the following publicly listed companies:

Matsa Resources Limited (appointed 25 October 2010)

Daniel Prior - Non-Executive Director – BCom, CA

Mr Prior is a chartered accountant with 12 years’ experience as a management consultant specialising in strategy development, project management, business improvement and financial analysis working primarily in the energy and resources sector in Australia and globally.

Mr Prior spent 11 years with Deloitte where he was a director and is now a Manager in the Corporate Development team for the Hall & Prior Aged Care Group.

During the past three years Mr Prior has not served as a director on any other listed public companies.

Details of the current interests of the Directors in the Company and their intentions in respect of the Offers are set out in section 1.10.

4.4 Senior Management

The following persons form the senior management of the Company as at the date of this Prospectus:

Andrew Chapman – Company Secretary - CA F Fin GAICD

Mr Chapman is a chartered accountant with over 20 years’ experience with publicly listed companies where he has held positions as Company Secretary and Chief Financial Officer and has experience in the areas of corporate acquisitions, divestments and capital raisings. Since 1993 he has worked for a number of public companies in the mineral resources, oil and gas and technology sectors.

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Mr Chapman is an associate member of the Chartered Accountants Australia and New Zealand (CAANZ), a Fellow of the Financial Services Institute of Australasia (FINSIA) and a member of the Australian Institute of Company Directors (AICD).

During the past three years, Mr Chapman has also served as a director of the following publicly listed companies:

 Matsa Resources Limited (appointed 17 December 2009)

Mark Csar - Chief Geologist - MSc., BSc., Grad. Dip. Bus., FAus.IMM.

Mr Csar is a geologist with over 25 years of experience in exploration, development and mining operations in Australia and internationally in commodities including gold, copper, nickel, tin and mineral sands. He has managed exploration teams in both junior and major ASX listed entities and has led the advancement of several exploration plays into mining operations.

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5. Effect of the Offers on the Company

5.1 Financial position

To illustrate the effect of the issue on the Company, the pro-forma consolidated balance sheet has been prepared based on the half year financial report as at 31 December 2020.

The pro-forma balance sheet shows the effect of the Offers and as if the Offers (under this Prospectus) had been made on 31 December 2020.

The accounting policies adopted in preparation of the pro-forma consolidated balance sheet are consistent with the policies adopted and as described in the Company’s financial statements for the half year ended 31 December 2020.

The significant effects of the Offers (assuming the Offers are fully subscribed and no Existing Options are exercised) will be to:

(a) increase cash reserves by between approximately $2,491,549 to $3,340,549 (after cash expenses of the Offer which are estimated to be $294,000) assuming a $0.045 per share subscription price and $0.001 per Placement Option;
(b) increase the number of issued ordinary shares by approximately 79,764,358 to 259,057,432; and
(c) increase the number of Options on issue from 30,500,000 to 102,088,119 as a result of New Options issued pursuant to this Prospectus.

If an Eligible Shareholder does not take up their Entitlement in full it will result in their percentage holding in the Company being diluted by the Offers.

Current Assets Cash and cash equivalents Trade and other receivables Other assets Total Current Assets Non-Current Assets Exploration and evaluation assets Property, plant and equipment Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Provisions Total Current Liabilities	AUDIT REVIEW 31 December 2020 $ PROFORMA Adjustments1,2 $ PROFORMA Full Subscription $ 1,428,146 3,340,549 4,768,695 938,371 1,800,000 2,738,371 221,400 2,967,000 3,188,400
	2,587,917 8,107,549 10,690,466
	239,027 (980) 238,047 702 702
	239,729 (980) 238,047
	2,827,646 8,106,569 10,934,215
	672,969 672,969 16,393 16,393
	689,362 - 689,362

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Total Liabilities Net Assets Equity Issued capital Reserves Retained earnings/(Accumulated losses) Total Equity	689,362 - 689,362
	2,138,284 8,106,569 10,244,853
	1,200,704 3,295,549 4,496,253 723,157 45,000 768,157 214,423 4,766,020 4,980,443
	2,138,284 8,106,569 10,244,853

Total Equity

Post-31 December 2020 Adjustments :

Sale to AOP

On 2 February 2021, Bulletin and Matsa Resources Limited ( Matsa, ASX: MAT ) announced that a 400m wide strip of part of the Joint Venture area (BNR 80%, MAT 20%) totalling 1.35km2 in area was sold to Apollo Consolidated Limited ( ASX: AOP ) for a total consideration of approximately $5.6M.

The total consideration for the sale of the land parcel and relevant mining data comprises:

10.75 million AOP shares upfront (50% escrowed for 6 months and 50% escrowed for 12 months)
$250,000 in cash on satisfaction of certain conditions
$1.0M payable in cash or AOP shares at AOP’s election, on the earliest of the granting of a Mining Lease to AOP over the sale area or 24 months from signing
$1.0M payable in cash or AOP shares at AOP’s election, on the earliest of AOP’s decision to mine the Rebecca Deposit or 48 months from signing.

Receipt of Royalty

On 29 January 2021, a further royalty receipt of $934,371 for the 31 December 2020 quarter was received with a deduction of $313,637 made towards part-payment of the $3.25M acquisition cost for a net amount received of $620,734. Already reflected in receivables and payables.

5.2 Capital structure

The share capital structure of Bulletin immediately following the Offers, on the basis that the Rights Issue is fully subscribed (excluding rounding of Entitlements), the Contingent Placement proceeds at its maximum capacity, and Shareholder approval is obtained for the Option Placement Condition, will be as follows:

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	Shares	Shares	Options	Options
	Number	%	Number	%
On issue at the date of this Prospectus	179,293,074	69%	30,500,000	30%
Rights Issue	59,764,3581	23%	19,921,453	20%
Contingent Placement (up to)	20,000,000	8%	6,666,667	7%
Option Placement	nil	0%	45,000,000	44%
Maximum number under Offers	79,764,358	31%	71,588,120	70%
Total:	259,057,432	100%	102,088,120	100%

Notes:

1. If any of the Existing Options are exercised prior to the Record Date, additional Rights Shares will be issued under the Rights Issue under this Prospectus. If all Existing Options on issue as at the date of this Prospectus were exercised prior to the Record Date, the Company's issued shares would increase by 30,500,000 resulting in a further 10,166,667 Rights Shares being issued pursuant to this Prospectus. This would increase the Company's total Shares on issue after completion of the Offers to 299,724,099 Shares.

As at the date of this Prospectus, the Company has a total of 30,500,000 Existing Options on issue:

No of options issued	Holder	Exercise price	Expiry date
14,500,000	Directors	$0.043	30 November 2021
12,000,000	Directors	$0.027	30 November 2022
4,000,000	Employees	$0.027	30 November 2022

The Option capital structure of the Company immediately following the Offers, on the basis that the Offers are fully subscribed, will be as follows:

	Number
ExistingOptions on issue at the date of this Prospectus	30,500,000
Maximum number of Options issued under the Rights Issue	19,921,453
Maximum number of Options issued under the Contingent Placement	6,666,667
Maximum number of Options issued under the Option Placement	45,000,000
Total	102,088,120

While the final percentage interests held by Shareholders of the Company is entirely dependent on the extent to which they are Eligible Shareholders and to the extent to which the other Shareholders take up their Entitlements, the Company expects that the potential effect of the issue of Shares under the Offers on the control of the Company will be minimal.

In the event of a Shortfall, the Directors, in conferral with the Underwriters, reserve the right to place the Shortfall of the Underwritten Securities at their sole discretion subject to the provisions of the Underwriting Agreement, the Corporations Act and the Listing Rules.

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5.3 Substantial Shareholders

The following are details of those Shareholders who hold more than 5% of the Shares prior to the date of this Prospectus:

Substantial Holder	Number of Shares	%
Goldfire Enterprises Pty Ltd	46,614,702	26.00%

Prospectus investors should note that Goldfire Enterprises Pty Ltd is a related entity of Director Robert Martin. Mr Martin (or his associates) intend to take up his full entitlement under the Rights Issue.

On completion of the issue of securities under the Offers, the substantial shareholders of the Company are expected to have the following shareholdings:

Substantial Holder	Number of Shares	%
Goldfire Enterprises Pty Ltd	62,152,936	26.00%

The Directors confirm that no other person will acquire through participation in the Offers a holding of Shares of, or increase their holding to, an amount in excess of 19.9% of all the Shares on issue on completion of the Offers.

5.4 Effect on control of the Company

As at the date of this Prospectus, the Underwriter does not hold a relevant interest in any of the Company’s securities and accordingly, does not hold voting power in the Company.

Prospective investors should be aware that the extent to which securities are issued pursuant to the Underwriting Agreement could result in the Underwriter acquiring voting power in the Company. The Underwriter is not a related party of the Company for the purpose of the Corporations Act.

The Underwriting Agreement allows the Underwriter to enter into sub-underwriting agreements to pass on some or all of its obligations to subscribe for shortfall under the Rights Issue and the Option Placement pursuant to the Underwriting Agreement.

In the event that there is a shortfall under the Offers, these sub-underwriting arrangements will have the effect of decreasing the number of Securities to be subscribed for by the Underwriter.

For illustrative purposes, the Underwriter’s present relevant interest may change under several scenarios, depending on the level of participation by investors in the Rights Issue:

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Event	Shares held by Underwriter1	Total Shares on completion of the Offers2	Voting power of Underwriter (%)
Date of Prospectus	Nil		Nil
Completion of the Offers
Rights Issue fully subscribed by Eligible Shareholders	Nil	259,057,4323	Nil
Rights Issue 75% subscribed by Eligible Shareholders	14,941,089	244,116,3433	6.12
Rights Issue 50% subscribed by Eligible Shareholders	29,882,179	239,057,4324	12.5
Rights Issue 25% subscribed by Eligible Shareholders	44,823,268	239,057,4324	18.75
Rights Issue 0% subscribed by Eligible Shareholders	59,764,358	239,057,4324	25.00

1 Shares held by Underwriter pursuant to underwriting the Rights Issue under the Underwriting Agreement. 2 Includes 179,293,074 Shares on issue as at the date of this Prospectus. 3 Assumes all shares offered under the Contingent Placement are taken up by investors. 4 No shares offered under the Contingent Placement due to calculation of the Contingent Placement Condition .

The above example scenarios show the potential effect of the underwriting of the Rights Issue by the Underwriter. However it is unlikely that no investors will subscribe for Rights Shares under the Rights Issue and as set out above, the Underwriter may enter into sub-underwriting agreements.

In addition, the Underwriter has confirmed to the Company that:

(a) it has existing commitments from investors to subscribe for the full underwritten amount; and
(b) it will not permit any party to acquire an interest in the Company of 5% or more.

The Underwriter has advised that no sub-underwriting positions in the Offer for Underwritten Securities will be taken up by related parties nor substantial shareholders.

Prospectus investors should note that it is a term of the Underwriting Agreement that no party will receive shortfall that would result in a voting power in the Company equal to or greater than 19.9%.

5.5 Dilution

Shareholders who do not participate in the Rights Issue will have their holdings diluted. Following is a table which sets out the dilutionary effect, assuming the full amount is raised, if all Contingent Shares are issued under the Contingent Placement, and no further Shares are issued or Options exercised subsequent to the date of this Prospectus:

Holder	Holding at Record Date	Holding at Record Date	Entitlement	Holding following the Offer if Offer not taken up	Holding following the Offer if Offer not taken up
	Number Shares	%		Number	%
1	179,293	0.1	59,764	179,293	0.07
2	1,792,930	1	597,643	1,792,930	0.69
3	17,929,307	10	5,976,436	17,929,307	6.9
4	179,293,074	100	59,764,358	179,293,074	69.21

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Given the terms of the Offer, the maximum possible dilution to an Eligible Shareholder’s interest in the Company would be 30.79%. Additionally, the Offers are not being extended to Shareholders with registered addresses outside of Australia and New Zealand and the holdings of those Shareholders in the Company will be diluted by a maximum of 30.79% in the event that the Offers are fully subscribed.

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6. Risk factors

6.1 Introduction

There are risks which may impact on the operating and financial performance of the Group and, therefore, on the value of the New Shares offered under this Prospectus. Some of these risks can be mitigated by the Group’s systems and internal controls, but many are outside of the control of the Group and the Board. There can be no guarantee that the Company will achieve its stated objectives or that any forward-looking statements will eventuate. An investment in a business with limited operating history, such as Bulletin, is considered speculative and an investor could lose most or all of any investment. There are also general risks associated with any investment in shares.

More specifically, the risks are that:

(a) the price at which the Applicant is able to sell the New Shares is less than the price paid due to changes in market circumstances;
(b) the Applicant is unable to sell the New Shares;
(c) the Company is placed in receivership or liquidation making it reasonably foreseeable that Shareholders could receive none, or only some of their initial investment; and
(d) the Company fails to generate sufficient profit in order to pay dividends.

In the event of insolvency, the holders of fully paid ordinary shares would not normally be liable to pay money to any person. An exception could occur where a distribution, such as a dividend, has been made to Shareholders in circumstances where the Company was unable at that time to meet the solvency test set out in the Corporations Act . In that case, a liquidator may call for a return of such distributions.

Potential investors should therefore carefully consider all associated risks before applying for New Shares under this Prospectus and should consider their personal circumstances (including financial and taxation issues) and seek advice from their stockbroker, accountant, solicitor or other professional advisers before deciding whether to invest.

A number of material risk factors which may adversely affect the Group and the value of the New Shares offered under this Prospectus are set out in this section. This is not an exhaustive list and there may be other factors which have an adverse effect on the Group and the value of the Shares offered under this Prospectus.

6.2 General Risks
Coronavirus (COVID-19) risk

Global economic outlook is facing uncertainty due to the current COVID-19 pandemic, which has had and may continue to have a significant impact on capital markets and share prices. The Company’s Share price may also be adversely affected by the economic uncertainty caused by COVID-19. Further, any measures to limit the transmission of the virus implemented by governments around the world (such as travel bans and quarantine restrictions) may adversely impact the Company’s operations. The spread of COVID-19 has impacted Australia’s economy as lock downs and travel restrictions are enforced. While the Western Australian government is currently supportive of the continual operation of the mining industry, some mines may close or have their operation affected due to local outbreaks amongst staff. Forced closures or cessation of works for either the Company or its contractors would adversely impact the Company’s operations or its ability to commence mining operations within the proposed

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timeline. The travel and lock down restrictions may cause delay in the approval of environmental and mining licences from the respective government agencies.

2. Dilution

Shareholders should be aware that to the extent that they do not accept their Entitlements in full a Shortfall will arise and all or part of any Shortfall may be placed by the Company, in consultation with Westar Capital, to other parties in which case their interest in the Company may be significantly diluted (see section 5 for further details).

Further the Offers are not being extended to Shareholders with registered addresses outside of Australia and New Zealand and the holdings of those Shareholders in the Company will be diluted by the Offers. Given the terms of the Offers, the interests of a Shareholder in the Company may be diluted by up to 30.79% in the event that they are not eligible to participate or elect not to accept their Entitlement in full if the Offers are fully subscribed or alternatively, any Shortfall is fully placed.

Acceptance of Entitlements or the placement of any Shortfall may also result in existing Shareholders or new investors significantly increasing their interest in the Company or obtaining a substantial interest in the Company. However, the Shortfall will only be placed to the extent that such placement is in compliance with the takeover provisions of the Corporations Act , which restrict a person and their associates from having a relevant interest in the Company of not more than 20.0%, subject to a number of exemptions.

The Company intends to actively work with Westar Capital during, and after, the Offers in order to secure commitments to place, and subsequently to place, any Shortfall of Placement Shares not subscribed for by Eligible Shareholders, noting that the Offers are underwritten and the Shortfall shall be allotted in accordance with the allocation policy for the Shortfall set out in section 2.3.

3. Share Market Risk

The market price of listed securities can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration companies in particular. The New Shares carry no guarantee in respect of profitability, dividends, return on capital, or the price at which they may trade on the ASX.

There are a number of factors (both national and international) that may affect the share market price and neither the Company nor its Directors have control of those factors.

4. General Economic Conditions

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that economic climate include the general level of economic activity, interest rates, inflation, supply and demand, industrial disruption and other economic factors. The price of commodities will also be of particular relevance to the Company. These factors are beyond the control of the Company and the Company cannot, with any degree of certainty, predict how they will impact on the Company.

5. Share price fluctuations

The market price of the Company’s securities will be subject to varied and often unpredictable influences in the share market. Both domestic and world economic conditions may affect the performance of the Company. Factors such as the level of industrial production, inflation and interest rates impact all commodity prices.

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6. Commodity Price and Exchange Risks

Any substantial decline in the price of gold could have a material adverse effect on the Company.

Furthermore, international prices of gold are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets

7. Competition risk

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

8. Legislative change

Changes in government regulations and policies may adversely affect the financial performance or the current and proposed operations generally of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation.

9. 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.

10. Force majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

11. Regulatory Risks

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

Obtaining necessary permits can be a time-consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or

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permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

6.3 Risks specific to an investment in the Company

In addition to the general risks noted in section 6.2, Applicants should be aware of risks specific to an investment in the Company, which may include, but are not limited those risks described below.

1. Exploration and development

Mineral exploration and development is a speculative and high-risk undertaking that may be impeded by circumstances and factors beyond the control of the Company. Success in this process involves, among other things:

(1) discovery and proving-up, or acquiring, an economically recoverable resource or reserve;
(2) access to adequate capital throughout the exploration, discovery and project development phases;
(3) securing and maintaining title to mineral exploration projects;
(4) obtaining required development consents and approvals necessary for the acquisition, mineral exploration, development and production phases; and
(5) accessing the necessary experienced operational staff, the applicable financial management and recruiting skilled contractors, consultants and employees.

There can be no assurance that exploration on the Projects, or any other exploration properties that may be acquired in the future, will result in the discovery of an economic mineral resource.

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

2. Contractual arrangements

The Company is a party to a number of material contracts and may be advanced in the finalisation of other contracts. Failure by any other party to a contract with the Company to comply with their obligations could have a material adverse effect on the Company. Additionally, the failure by the Company to finalise and execute contracts presently under negotiation or to finalise conditions arising under existing conditional material contracts could have a material adverse effect on the Company.

The Company retains a royalty, profit share interest and joint venture interest in the Geko gold mine and is entitled to receive a royalty payment each quarter from Habrok (Geko Pit) Pty Ltd ( Habrok ) on the following terms:

a) 10% of the first 25,000 oz Au produced;
b) 4% of the next 60,039 oz Au produced; and
c) 2% of all production over and above 85,039 Au oz,

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pursuant to a Deed of Settlement and Release dated 3 August 2018 with the former owners of Geko gold mine, Coolgardie Minerals Ltd ( Deed of Settlement ).

To date, the Company has received gross royalty entitlement of $3.48 million for a net $2.40 million in royalty payments from the Geko operation resulting in the royalty payment comprising a significant portion of income for the Company. The value of the royalty payment is dependent on such factors such as the holders of the underlying tenements continued production on a commercial basis and Habrok paying the royalty to the Company in accordance with their contractual obligations. A delay or reduction in anticipated royalty revenue may adversely affect the value of that royalty interest.

Any delay from Habrok to pay the royalty as and when it becomes due and payable, or otherwise comply with their contractual obligations may negatively impact the Company’s balance sheet and result in potential litigation, in the event the Company exercises its rights under the Deed of Settlement. This could have a significant adverse impact on the Company’s capital and ultimately the financial performance and value of the Company’s securities as well the potential future earnings in relation to the royalty payment.

As at the date of this Prospectus, the Company has no reason to believe that Habrok will not meet and satisfy their obligations under the Deed of Settlement.

3. Project Delay

To the extent that operational, construction and development activities are delayed for any of the production or development projects in which the Company is the operator or is to be granted management rights, this may affect the total development costs and the timing and level of proceeds derived from the operation which may have a material adverse effect on the Company.

4. Environmental Risks

The operations and activities of the Company are subject to State and Commonwealth laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Such impact can give rise to substantial costs for environmental rehabilitation, damage, control and losses. Further, where there are environmental rehabilitation conditions attaching to the mining tenements of the Company, failure to meet such conditions could lead to forfeiture of these tenements.

5. Tenure and native title risks

Interests in exploration and mining tenements in Australia are governed by State legislation and are evidenced by the granting of leases or licences. Each lease or licence is for a specific term and carries with its annual expenditure and reporting conditions as well as other conditions requiring compliance. These conditions include the requirement, for exploration licences, for reduction in the area held under licence from time to time unless it is considered that special circumstances apply. Consequently, the Company could lose title to, or its interest in, its tenements if licence conditions are not met or if expenditure commitments are not met.

It is possible that, in relation to tenements in which the Company has an interest or may acquire such an interest, there may be areas over which legitimate native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to obtain the consent of any relevant land owner, or to progress from the exploration phase to the development and mining phases of the operation, may be adversely affected.

It is possible that there will exist on the Company’s mining tenements, areas containing sacred sites or sites of significance to Aboriginal people subject to the provisions of the Aboriginal Heritage Act 1972 (WA), the Northern Territory Aboriginal Sacred Sites Act 1989 (NT), the Aboriginal Heritage Act 1988 (SA), the Aboriginal Relics Act 1975 (Tas)

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or the Aboriginal Cultural Heritage Act 2003 (Qld), or areas subject to the Native Title Act 1993 (Cth) in Australia. As a result, land within the tenements may be subject to exploration, mining or other restrictions as a result of claims of Aboriginal heritage sites or native title.

6. Exploration and development

There can be no assurance that any exploration or development activity in regard to the Company’s properties, or any properties that may be acquired in the future, will result in the discovery or exploitation of an economic resource.

Mineral exploration, development and mining/extraction may be hampered by circumstances beyond the control of the Company. The planned increase in mining rate and mining production may be hampered by delay or unforeseen circumstances or costs.

7. Exploration risks

Exploration is a high risk activity that requires large amounts of expenditure over extended periods of time. The Company’s exploration activities will be subject to all the hazards and risks normally encountered in the exploration of minerals, including climatic conditions, hazards of operating vehicles and plant, risks associated with operating in remote areas and other similar considerations. Conclusions drawn during exploration and development are subject to the uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data.

8. Resource and Reserve Estimates

Resource and reserve estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when originally calculated, may alter when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates may change. Accordingly, the actual resources may materially differ from these estimates and assumptions and no assurances can be given that the resource estimates and the underlying assumptions will be realised. This could result in alterations to development and mining/extraction plans, which may, in turn, affect the Company’s operations and ultimately the Company’s financial performance and value.

9. Production and cost estimates and forecasts

The Company undertakes its business planning using a range of estimates and forecasts using information available to it at that point in time. These plans include estimates of future production and of the cash costs and capital costs of that production. The ability of the Company to achieve production targets, or meet operating or capital expenditure budgets or estimates cannot be assured. Actual costs of production may be impacted by factors such as variations in ore grade, mine operating conditions, including geotechnical conditions, metallurgical recoveries, labour costs and availability, as well as accidents, poor performance and general economic factors. A failure to realise estimated forecasts and plans could have a material adverse impact on the Company’s financial and operating performance.

10. Operational and technical risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades and/or resources in exploration and mining, operational and technical difficulties encountered in mining and extraction, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical or recovery problems which may affect extraction costs, adverse weather conditions, industrial and

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environmental accidents, industrial disputes, and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

11. Results of Studies

Subject to the results of exploration and testing programs to be undertaken, the Company may progressively undertake a number of studies in respect to the Projects. These studies may include scoping, pre-feasibility, definitive feasibility and bankable feasibility studies.

These studies will be completed within parameters designed to determine the economic feasibility of the Projects within certain limits. There can be no guarantee that any of the studies will confirm the economic viability of the Projects or the results of other studies undertaken by the Company (e.g. the results of a feasibility study may materially differ to the results of a scoping study).

Even if a study confirms the economic viability of the Projects, there can be no guarantee that the project will be successfully brought into production as assumed or within the estimated parameters in the feasibility study (e.g. operational costs and commodity prices) once production commences. Further, the ability of the Company to complete a study may be dependent on the Company’s ability to raise further funds

12. Exchange rate fluctuations

International prices of most commodities are denominated in United States dollars, whereas the income and expenditure of the Company, whilst operating on Australian projects, will be in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar, subject to any currency hedging that might be undertaken.

13. Equity market conditions

Securities listed on the stock market, and in particular securities of mining and exploration companies, including the Company, can experience extreme price and volume fluctuations that are often unrelated to the operating performances of such companies. The market price of securities may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general.

General factors that may affect the market price of securities include economic conditions in both Australia and internationally, investor sentiment, local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation (including any changes adopted to address climate change issues), changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.

14. Other

Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, weather and climate, noninsurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of the Company.

Shareholders should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for the New Securities.

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7. Material Contracts

7.1 Mandate Agreement

On 6 August 2021 the Company entered a mandate with Westar Capital Limited ( Westar Capital ) pursuant to which Westar Capital has been appointed as Lead Manager and Underwriter to the Offers ( Mandate Agreement ).

Under the Mandate Agreement:

(a) Westar Capital has been appointed lead manager to the Offers and underwriter to the Underwritten Offers; and
(b) Westar Capital will provide a number of lead manager services to the Company in respect of the Offers including developing and managing the Offers timetable, coordinating and managing the Offers, establishing and facilitating demand for the securities offered under the Offers, provide strategic advice as required during the term of the Mandate and assisting with the management of the marketing processes for the Offers.

As remuneration for acting as Lead Manager and Underwriter to the Offers, Westar Capital will receive 6% of the gross amount raised by the Offers and a signing fee of $25,000.00. The Company has also agreed to reimburse Westar Capital in respect of expenses incurred incidental to the Offers, and further indemnify Westar Capital and related persons against losses, liabilities and claims in respect of the Offers.

The Company may terminate the Mandate Agreement at any time before the New Securities are issued if:

(a) Westar fails to rectify any material breach of the Mandate having been given 10 business days notice in writing by the Company; or
(b) on a no fault basis, with 5 business days’ notice in writing by the Company provided certain conditions are met.

Any such termination by the Company will take effect upon receipt by Westar Capital of written notice to that effect.

The Mandate contains a number of termination events which enable Westar Capital to terminate the Mandate where, for example:

(a) the Australian equity capital market conditions are not conducive to the completion of the Mandate, or other events beyond Westar Capital’s control are so material and adverse as to make it impracticable to proceed with the issue;
(b) there is a material adverse effect;
(c) there is a false or misleading statement, material omission or misrepresentation in the information supplied to Westar Capital;
(d) any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan the United Kingdom, the USA or the international financial markets;
(e) the introduction or public announcement from legislators or the Reserve Bank in Australia to adopt a policy which prohibits or regulates financial institutions or credit providers, capital issues or stock markets;

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(f) default by the Company of any material term of the Mandate;
(g)
any warranties or representations by the Company are or become untrue;
(h) a director or proposed director of the Company is charged with an indictable offence or is discharged from managing a corporation under the Corporations Act;
(i) ASIC commences, or threatens to commence a proceeding, hearing or investigation in relation to the Offers;
(j) if any government agency commences any public action, hearing or investigation against the Company or any of its Directors; or
(k) all of the conditions to the Mandate have not been or will not be satisfied, or waived by Westar Capital, prior to 31 October 2021 or such later date agreed by Westar Capital in writing.

Any such termination by Westar Capital will take effect upon receipt by the Company of written notice to that effect.

In the event that the Company or Westar Capital terminate the Mandate in accordance with the Mandate’s terms, Westar Capital will be entitled to receive $7,500 from the Company as the termination fee and any incurred or accrued reasonable expenses up to the date of termination.

The Mandate Agreement also contains indemnities pursuant to which the Company agrees to take full responsibility for the Offers and to indemnify Westar Capital and its associates against losses which may be incurred arising out of or in respect of, for example:

(a) the Mandate, or the Offers, or any matter or activity referred to therein unless the Losses result from the negligence, default omission or acts of one or more of the Indemnified Parties; or
(b) any claim that Westar Capital has any liability under the Corporations Act or any other law in relation to the Offers unless such claim or liability results from the negligence default omission or act of one or more of the indemnified parties.
7.2 Underwriting Agreement

The Company has engaged Westar Capital as the Underwriter for the Rights Issue and Option Placement under an underwriting agreement dated on or around 8 August 2021 ( Underwriting Agreement ).

The effect of the Underwriting Agreement on the control of the Company has been considered above at section 5.4.

The key terms of the Underwriting Agreement are as follows:

(a) Westar Capital agrees to fully underwrite the subscription of the securities offered under the Rights Issue and Option Placement, being:
(1) 59,764,358 Rights Shares at a price of $0.045 per Rights Share and 19,921,453 free-attaching Rights Options issued on the basis on one new Option for every three Rights Shares issued under the Rights Issue; and
(2) 45,000,000 Placement Options at a price of $0.001 per Placement Option under the Option Placement (such Option Placement being subject to shareholder approval),

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(together, the Underwritten Offers );

(b) in consideration for provision of the underwriting services, the Company will pay / issue Westar Capital (or its nominees):
(1) $25,000 signing fee;
(2) 6% of the amount raised under the Offers; and
(3) all reasonable costs and expenses to the Offer, including disbursements of Westar and all marketing and promotional expenditure.
(c) the obligations of the underwriter under the Underwriting Agreement are subject to and conditional upon:
(1) the Underwriter being satisfied (in its sole and absolute discretion) with the Company’s due diligence program and the due diligence results in respect of the Prospectus by the lodgement date;
(2) the Underwriter, in its reasonable opinion, securing sufficient commitments from sub-underwriters to subscribe for shortfall securities up to the Underwritten Amount;
(3) the Underwriter being satisfied (in its sole and absolute discretion) with the form of the prospectus and having given its consent to be named in the Underwritten Offers prior to the lodgement date as evidence thereof;
(4) Shareholders approving the issue of the securities to be issued as part of the Placements, and any other matters as may be required to undertake and complete the Offers in accordance with the Corporations Act, Listing Rules and the Constitution; and
(5) ASX approval for all of the New Shares and New Options to be granted official quotation;
(d) Westar Capital will have the sole right to determine the allocation of any shortfall, provided that no party will receive shares from the shortfall that would result in a voting power in the Company equal or greater than 19.9%, and investors must not be a related party of the Company (unless prior shareholder approval is obtained);
(e) if there is a shortfall in valid applications received by the Company by the closing date, Westar Capital may review applications for the Underwritten Securities which were rejected by the Company, the Underwriter may re-lodge those applications which are or have become Valid Applications and the Company must accept those applications as valid;
(f) the underwriting obligations can be terminated by the Underwriter in a number of circumstances including if:
(1) the S&P ASX 200 Index is at any time after the date of the Underwriting Agreement, for a period of not less than 3 trading days, 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement;
(2) the Company does not lodge this Prospectus with ASIC on the lodgement date or this Prospectus or Offer is withdrawn by the Company;

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(3) the Company fails to lodge a supplementary Prospectus at the reasonable request of the Underwriter;
(4) this Prospectus fails to comply with disclosure requirements;
(5) the material statement in this Prospectus is misleading or deceptive;
(6) the Company is prevented from issuing the securities under the Offer;
(7) ASIC gives notice of any deficiency in this Prospectus or related documents or ASIC gives notice of an intention to hold a hearing, examination or investigation in connection with the Offer;
(8) the takeovers panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable;
(9) there are hostilities or a terrorist act is perpetrated against certain countries;
(10) any authorisation which material to anything refer to in this Prospectus is repealed, revoked or terminated or expire or is modified in a manner unacceptable to Westar;
(11)
the Company suffers an insolvency event;
(12) a Director or senior manager of the Company or its subsidiaries is charged with an indictable offence; or
(13) upon the occurrence of termination events which include:
(A) ( Default ): default or breach by the Company under the terms conditions, covenant or undertaking in accordance with the Underwriting Agreement;
(B) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company under the Underwriting Agreement is or becomes untrue or incorrect;
(C) ( Contravention of a constitution or Act ): a contravention by the Group of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(D) ( Adverse Change ): an event occurs which gives rise to a material adverse effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Group;
(E) ( Error in Due Diligence Results ): it transpires that any of the due diligence results was false, misleading or deceptive or that there was an omission from them;
(F) ( Significant change ): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(G) ( Public Statements ): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Offers;

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(H) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offers or the affairs of the Group becomes misleading or deceptive or likely to mislead or deceive;
(I) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;
(J) ( Prescribed occurrence ): a prescribed occurrence occurs as specified in the Underwriting Agreements;
(K) ( Suspension of debt payments ): the Company suspends payment of its debts generally;
(L) ( Judgement against relevant company ): a judgment in an amount exceeding $100,000 is obtained against the Group and is not set aside or satisfied within 7 days;
(M) ( Litigation ); litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced against the Group, which have real prospects of resulting in a judgment against the Group, exceeding $100,000 other than any claims foreshadowed in this Prospectus or to the Underwriter;
(N) ( Board and senior management composition ): there is a change in the composition of the Board or a change in the senior management of the Company before the date of issue of the Underwritten Offers without the prior written consent of the Underwriter;
(O) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of the Group or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to Group;
(P) ( Timetable ): there is a delay in any specified date in the Timetable which is greater than 3 Business Days and the Underwriter has not given its prior written consent agreeing to a delay exceeding 3 Business Days;
(Q) ( Force Majeure ): a force majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occurs;
(R) ( Certain resolutions passed ): the Group passes or takes any steps to pass a resolution under Section 254N, Section 257A or Section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;
(S) ( Capital structure ): the Group alters its capital structure in any manner not contemplated by the Offers;
(T) ( Breach of material contracts ): any of the material contracts are terminated or substantially modified;

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(U) ( Investigation ): any person is appointed under any legislation in respect of companies to investigate the affairs of the Group; or
(V) ( Market conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets.

8. Additional information

8.1 Transaction specific prospectus

Bulletin is a disclosing entity and therefore subject to regular reporting and disclosure obligations under the Corporations Act . Under those obligations, the Company is obliged to comply with all applicable continuous disclosure and reporting requirements in the ASX Listing Rules.

This Prospectus is a transaction specific prospectus that has been prepared in accordance with section 713 of the Corporations Act . This section enables disclosing entities to issue a prospectus in relation to securities in a class of securities which has been quoted by ASX at all times during the three months before the date of the Prospectus or options to acquire such securities. It does not contain the same level of disclosure as a prospectus for an initial public offering. Apart from formal matters this Prospectus need only contain information relating to the terms and conditions of the Offers, the effect of the Offers on the Company and the rights and liabilities attaching to the New Securities.

As the Company is a disclosing entity for the purpose of the Corporations Act and is subject to regular reporting obligations and the continuous disclosure requirements of the Listing Rules, certain information is reasonably expected to be known to investors and their professional advisers. This Prospectus should be read in conjunction with the Company’s other periodic and continuous disclosure announcements given to ASX, which are available at www.asx.com.au.

Copies of the documents lodged by the Company with ASIC may be obtained from, or inspected at an office of ASIC.

The Company will provide a copy of any of the following documents, free of charge, to any person who asks for a copy of the document before the Closing Date in relation to this Prospectus:

(a) annual financial report for the period ending 30 June 2020;
(b) reviewed half-yearly financial statements for the Company for the period ending 31 December 2020; and
(c) any other financial statements lodged in relation to the Company with ASIC and any continuous disclosure notices given by the Company to ASX, in the period starting immediately after lodgement of the annual financial report for the Company for the period ended 30 June 2020 and ending on the date of lodgement of this Prospectus with ASIC.

8.2 ASX Information and Share information

The ASX Announcements that the Company has made since 1 July 2020 are set out in Schedule 1 of this Prospectus. Copies of ASX announcements made by the Company may be obtained on the ASX website or the Company’s website: www.bulletinresources.com.

The highest and lowest prices of shares in the Company on the ASX in the six-month period before the date of this Prospectus and the respective dates of those sales are set out below.

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	High (cents)	Low (cents)	Volume weighted average (cents)
One month	6.8	5.8	6.2
Three months	7.4	5.8	6.6
Six months	8.6	5.8	7.0

The last market sale price of Shares as at 6 August 2021 was $0.0606.

The issue price of $0.045 represents a discount of 25.8% to the last market price of Shares on 6 August 2021, being the last trading day before lodgement of this Prospectus.

8.3 Rights and liabilities attaching to New Shares

The rights attaching to ownership of the New Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the registered office of the Company during business hours. The following is a summary of the principal rights of holders of the New Shares, subject to any special rights attaching to any class of share at a future time. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company’s Shareholders.

(a) Voting

At a general meeting of the Company on a show of hands, every member present in person, or by proxy, attorney or representative has one vote and upon a poll, every member present has one vote for every Share held by them and for each partly paid share, a fraction of a vote equal to the proportion of the total amounts paid and payable in proportion to the amounts pard on the partly paid shares.

(b) Dividends

The Directors may pay interim and final dividends as, in their judgement, the financial position of the Company justifies, and the Directors may pay any dividend under the terms of issue of a share. Subject to any rights or restrictions attached to shares, all dividends in respect of shares must be paid in proportion to the number of shares held by a member and where shares are partly paid all dividends must be apportioned and paid as a proportion of the total amounts paid and payable.

(c) Transfer of the Shares

(1) Transfer of shares

A member may transfer all or any of the member’s shares by a proper ASTC Transfer or an instrument in writing. The Directors may do anything that is necessary or desirable for the Company to participate in any computerised, electronic or other system for facilitation the transfer of shares that may be owned, operated or sponsored by the Exchange. The Company must not charge a fee for the registration of a transfer of shares.

Refusal to register

The Directors may decline to register an instrument of transfer where the transfer is not in registrable form, the refusal to register the transfer is permitted under the ASX Listing Rules or the registration contravenes a law. If the Directors decline to register a transfer, the Company must give a written notice of the

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refusal and the reasons for it within five business days or any lesser period required by the ASX Listing Rules.

(d) Future increases in capital

The Directors may exercise all the powers of the Company to borrow or otherwise raise money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company.

(e) Variation of Rights

At present, the Company has only ordinary shares on issue. If the shares of another class were issued, the rights and privileges attaching to ordinary shares could only be altered with the approval of a special resolution passed at a separate meeting of the holders of the issue shares of that class and provisions of general meetings under the constitution.

(f) General Meeting

Each holder of Shares will be entitled to receive notice of and to attend and vote at general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Company’s Constitution, the Corporations Act and the Listing Rules.

For more particular details of the rights attaching to ordinary shares in the Company, investors should refer to the Constitution of the Company.

8.4 Rights and liabilities attaching to New Options

The New Options will be issued:

(a) for no cash consideration, other than the Options issued under the Option Placement which will have a subscription price of $0.001;
(b) with an exercise price of $0.10;
(c) will expire on 30 September 2024; and
(d) will entitle the holder to one fully paid ordinary share in the Company on exercise.

The terms and conditions of the New Options are set out in Schedule 2.

8.5 Corporate Governance

The Company has adopted a Corporate Governance Charter which can be obtained, at no cost, from the Company’s registered office and is also available on the Company’s website: www.bulletinresources.com.

The Company reports on its compliance with the recommendations made by the Corporate Governance Principles and Recommendations in its annual report. Where the Company’s corporate governance practices do not correlate with the practices recommended by the ASX Corporate Governance Council, the Company is working towards compliance however it does not consider that all practices are appropriate for the Company due to the size and scale of the Company operations.

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8.6 Directors’ interests

The nature and extent of the interest (if any) that any of the Directors of the Company holds, or held at any time during the last two years in:

(a) the formation or promotion of the Company;
(b) property acquired or to be acquired by the company in connection with:
(1) its formation or promotion;
(2) the Offers; or
(c) the Offers,

is set out below or elsewhere in this Prospectus.

Other than as set out below or elsewhere in this Prospectus, no one has paid or agreed to pay any amount, and no one has given or agreed to give any benefit to any director or proposed director:

(a) to induce them to become, or to qualify as, a Director of the Company; or
(b) for services provided by a director in connection with:
(1) the formation or promotion of the Company; or
(2) the Offers.

Set out below are details of the interest of the Directors in the securities of the Company immediately prior to lodgement of the Prospectus with the ASIC. Interest includes those securities held directly and indirectly. The table does not take into account any New Shares the directors may acquire under the Offers.

Director	No of Shares	No of Options
Paul Poli	3,170,000	4,000,000 Unlisted Options exercisable at 2.7 cents each expiring 30 November 2022
Franciscus Sibbel	2,250,000	4,000,000 Unlisted Options exercisable at 2.7 cents each expiring 30 November 2022
Robert Martin	46,614,702	3,000,000 Unlisted Options exerciable at 4.3 cents each expiring 30 November 2021 4,000,000 Unlisted Options exercisable at 2.7 cents each expiring 30 November 2022
Daniel Prior	190,000	nil

8.7 Directors Fees

The total maximum remuneration of non-executive Directors is set by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $350,000 per annum.

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A Director may be paid special remuneration as the other Directors determine where a Director performs extra services or makes special exertions in connection with the affairs of the Company. In addition, Directors are also entitled to be paid all travelling and other expenses properly incurred in connection with the affairs of the Company.

Set out below is the remuneration paid to the current Directors of the Company and their associated entities for the past two years.

Directors’ remuneration for the financial year ended 30 June 2020:

Key Management Person Directors Paul Poli1 Frank Sibbel2 Robert Martin3 Daniel Prior4 Other Key Management Personnel Andrew Chapman5 Total	Short Term Benefits Post- employment Benefits Share- based payments Salary & Fees $ Other $ Superannuation $ Securities $	Total $ % Performance Related	% of Remuneration that consists of securities
	48,000 19,735 - 40,992 36,000 3,740 - 40,992 36,000 2,340 - 40,992 7,306 - 694 - 41,924 , 3,983 20,496	108,727 - 80,732 - 79,332 - 8,000 - 66,403	37.70 50.78 51.67 - 30.87
	169,230 25,815 4,677 143,472	343,194 -	-

1 Mr Poli provided consultancy services to the Company totalling $19,735 during the year.

2 Mr Sibbel provided consultancy services to the Company totalling $3,740 during the year.

3 Mr Martin provided consultancy services to the Company totalling $2,340 during the year.

4 Mr Prior was appointed as non-executive director on 3 March 2020.

5 Mr Chapman provided company secretarial services to the Company totalling $41,924 during the year.

Directors’ remuneration for the financial year ended 30 June 2019:

Key Management Person Directors Paul Poli1 Frank Sibbel2 Robert Martin3 Other Key Management Personnel Andrew Chapman4 Total	Salary & Fees $ Other $ Superannuation $ Securities $	Total $ % Performance Related	% of Remuneration that consists of securities
	48,000 76,105 - 80,195 36,000 15,800 - 60,146 36,000 18,125 - 60,146 50,355 22,831 6,952 60,146	204,300 - 111,946 - 114,271 - 140,284	39.25 53.73 51.67 42.87
	170,355 132,861 6,952 260,633	570,801 -	-

1 Mr Poli provided consultancy services to the Company totally $26,105 and received a cash bonus of 50,000 during the year.

2 Mr Sibbel provided consultancy services to the Company totalling $3,300 and received a cash bonus of $12,500 during the year.

3 Mr Martin provided consultancy services to the Company totalling $5,625 and received a cash bonus of $12,500 during the year. 4 Mr Chapman provided company secretarial services to the Company totalling $50,355 during the year.

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The Board considers that these fees are reasonable remuneration pursuant to section 211 of the Corporations Act .

Details of the intention of Directors to participate in the Offers is set out in section 1.10.

8.8 Related party transactions

From time to time the Company may be party to transactions with related parties including:

(a) employment and service arrangements; and
(b) payment of Directors fees.

The Company believes that it has made appropriate disclosure of past related party transactions and other than any further disclosure specifically set out below or made elsewhere in this Prospectus does not intend to make any further disclosure of such transactions which transactions will have either proceeded on an “'arms-length" basis, reasonable remuneration basis or been approved by shareholders in general meeting.

The Company discloses the following transactions with related parties which have either proceeded on an “'arms-length" or reasonable remuneration basis or have been approved by Shareholders in general meeting. The transactions are:

(a) Non-executive Director agreements with Paul Poli, Frank Sibbel, Robert Martin and Daniel Prior;
(b) issue of Options to Directors; and
(c) issue of Shares and Options to Directors pursuant to offers made available to the public or existing Shareholders.

The Board considers that the remuneration and benefits are reasonable remuneration pursuant to section 211 of the Corporations Act and accordingly, member approval is not required.

Payment of Non-Executive Director fees

Frank Sibbel and Robert Martin (as Non-Executive Directors of the Company) are entitled to be paid directors’ fees in the amount of $36,000 per annum while the remaining Non-Executive Director, Daniel Prior, is entitled to be paid a directors’ fee in the amount of $24,000 per annum. The Chairman, Paul Poli, is entitled to be paid a directors’ fee of $48,000 per annum.

The Board considers that these fees are reasonable remuneration pursuant to section 211 of the Corporations Act and accordingly, member approval is not required.

8.9 Interests of experts and advisers

This section applies to persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, promoters of the Company and stockbrokers or arrangers (but not subunderwriters) to the Offers (collectively Prescribed Persons ).

Other than as set out below or elsewhere in this Prospectus, no Prescribed Person has, or has had in the last two years, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired in connection with the formation or promotion of the Company or the Offer; or

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Other than as set out below or elsewhere in this Prospectus, no benefit has been given or agreed to be given to any Prescribed Person for services provided by a Prescribed Person in connection with the:

(a) formation or promotion of the Company; or
(b) offer of New Shares under this Prospectus.

Westar Capital is the lead manager to the Offers, in respect of which it is entitled to receive fees and commission under the Mandate Agreement as set out in section 7.1 above.

Westar Capital is the underwriter to the Underwritten Offers, in respect of which it is entitled to receive fees and commission under the Underwriting Agreement as set out in section 7.2 above.

HopgoodGanim Lawyers are acting as solicitors to the Offers and have performed work in relation to the Prospectus. In doing so, HopgoodGanim Lawyers have placed reasonable reliance upon information provided to them by the Company. HopgoodGanim Lawyers does not make any statement in this Prospectus. In respect of this work, the Company estimates that it will pay approximately $15,000 (excluding disbursements and GST) to HopgoodGanim Lawyers. HopgoodGanim Lawyers are the Company’s Australian lawyers and are engaged from time to time by the Company on a variety of matters. Further amounts may be paid to HopgoodGanim Lawyers in accordance with its normal time-based charges.

BDO Audit (WA) Pty Ltd are auditors to the Company. BDO Audit (WA) Pty Ltd does not make any statement in this Prospectus. Amounts may be paid to BDO Audit (WA) Pty Ltd in accordance with its normal time-based charges.

8.10 Limitation on foreign ownership

The Foreign Acquisitions and Takeovers Act ( FATA ) sets limitations on the ability of foreign persons to hold shares or other securities convertible into shares (such as options) in an Australian company. Foreign persons whom are controlled by a foreign government may also be subject to further requirements under Australia’s Foreign Investment Policy as published by the Foreign Investment Review Board from time to time.

The FATA regulates acquisitions giving rise to ownership of substantial amounts of a company’s shares.

The FATA prohibits:

(a) any natural person not ordinarily resident in Australia; or
(b) any corporation in which either a natural person not ordinarily resident in Australia or a foreign corporation (as defined in the FATA) holds a controlling interest; or
(c) two or more such persons or corporations,

from acquiring or entering into an agreement to acquire an interests in an existing Australian corporation if after the acquisition such person or corporation would hold a substantial interest in a corporation, or where two or more persons or corporations would hold an aggregate substantial interest (defined below), without first applying in the prescribed form for approval by the Australian Treasurer and receiving such approval or receiving no response in the 40 days after such application was made.

A foreign shareholder will not be required to seek approval by the Australian Treasurer where they are acquiring their entitlement under a pro-rata entitlement offer.

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Acquisitions of interests may include the acquisition of shares, options or any other instrument which may be converted to shares, as well as any other type of arrangement which results in control of the corporation.

A holder will be deemed to hold a substantial interest in a corporation if the holder alone or together with any associates (as defined in the FATA) is in a position to control not less than 15% of the voting power in the corporation or holds interests in not less than 15% of the issued shares in that corporation. Two or more holders hold an aggregate substantial interest in a corporation if they, together with any associates (as so defined), are in a position to control not less than 40% of the voting power in that corporation or hold not less than 40% of the issued Shares in that corporation. The Constitution of the Company contains no limitations on a nonresident’s right to hold or vote the Company’s Shares.

8.11 Subsequent events

There has not arisen, at the date of this Prospectus any item, transaction or event of a material or unusual nature not already disclosed in this Prospectus which is likely, in the opinion of the Directors of the Company to affect substantially:

(a) the operations of the Company;
(b) the results of those operations; or
(c) the state of affairs of the Company.
8.12

Litigation

The Company is not engaged in any litigation which has or would be likely to have a material adverse effect on either the Company or its business.

8.13 Privacy

By submitting an Entitlement and Acceptance Form for shares you are providing to the Company personal information about yourself. If you do not provide complete and accurate personal information, your application may not be able to be processed.

The Company maintains the register of members of the Company through Computershare Investor Services Pty Limited ( Computershare ), an external service provider. The Company requires Computershare to comply with the National Privacy Principles with performing these services. The Company's register is required under the Corporations Act to contain certain personal information about you such as your name and address and number of shares and options held. In addition, the Company collects personal information from members such as, but not limited to, contact details, bank accounts and membership details and tax file numbers.

This information is used to carry out registry functions such as payment of dividends, sending annual and half yearly reports, notices of meetings, newsletters and notifications to the Australian Taxation Office. In addition, contact information will be used from time to time to inform members of new initiatives concerning the Company.

The Company understands how important it is to keep your personal information private. The Company will only disclose personal information we have about you:

(a) when you agree to the disclosure;
(b) when used for the purposes for which it was collected;
(c) when disclosure is required or authorised by law;

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(d) to other members in the Bulletin group of companies;
(e) to your broker;
(f) to external service suppliers who supply services in connection with the administration of the Company's register such as mailing houses and printers, Australia Post and financial institutions.

You have the right to access, update and correct your personal information held by the Company and Computershare, except in limited circumstances. If you wish to access, update or correct your personal information held by Computershare or by the Company please contact our respective offices.

If you have any questions concerning how the Company handles your personal information please contact the Company.

8.14 Expenses of the Offers

All expenses connected with the Offers are being borne by the Company. Total expenses of the Offers are estimated to be in the order of $293,847 and are expected to be applied towards the items set out in the table below:

ASIC fees	$3,206
ASX fees	$11,877
Underwriting/ Lead Manager fees	$242,764
Legal fees	$15,000
Printing and distribution including share registrycosts	$21,000
Total	$293,847

8.15 Consents and disclaimers

Written consents to the issue of this Prospectus have been given and at the time of this Prospectus have not been withdrawn by the following parties:

Westar Capital has given and has not withdrawn its consent to be named in this Prospectus as the lead manager and underwriter in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

HopgoodGanim Lawyers has given and has not withdrawn its consent to be named in this Prospectus as lawyers to the Offers in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

BDO Audit (WA) Pty Ltd has given and has not withdrawn its consent to be named in this Prospectus as auditors of the Company in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

Computershare has given and, at the date of this Prospectus, has not withdrawn, its written consent to be named as Share Registry in the form and context in which it is named. It has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registry to the Company and has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

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8.16 Directors’ statement

This Prospectus is issued by Bulletin Resources Limited. Each Director has consented to the lodgement of the Prospectus with ASIC.

Signed on the date of this Prospectus on behalf of Bulletin Resources Limited by

==> picture [117 x 38] intentionally omitted <==

.................................................................. Paul Poli Director

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9. Definitions and glossary

Terms and abbreviations used in this Prospectus have the following meaning:

Acceptance	An acceptance of Entitlements
Acceptance Money	The Offer Price multiplied by the number of Rights Shares applied for
Applicant	A person who submits an Entitlement and Acceptance Form
ASIC	Australian Securities and Investments Commission
ASTC Transfer	As defined in the_Corporations Regulations 2001._
ASX	ASX Limited and the Australian Securities Exchange
ASX Listing Rules	The official listing rules of the ASX
ASX Settlement	ASX Settlement Pty Ltd
ASX Settlement Operating Rules	The operating rules of ASX Settlement
Business Day	A day, other than a Saturday, Sunday or public holiday, on which banks are open for general banking business in Sydney
Closing Date	The date by which valid acceptances must be received by the Share Registry being 14 September 2021 or such other date determined by the Board and Westar Capital
Company or Bulletin	Bulletin Resources Limited ACN 144 590 858
Constitution	The Constitution of the Company
Contingent Options	Options offered under the Contingent Placement.
Contingent Placement	The placement of up to 20,000,000 fully paid ordinary shares at an issue price of $0.045 per share, each with a 1:3 free attaching option exercisable on or before 30 September 2024 at $0.10 each to raise up to $900,000, as described in section 2.4 above, subject to the Contingent Placement Calculation.
Contingent Placement Calculation	Has the meaning given to that term in section 2.4 of this Prospectus.
Contingent Shares	Shares offered under the Contingent Placement to be determined with reference to the Contingent Placement Calculation.
Corporate Governance Principles and Recommendation	Corporate Governance Principles and Recommendation 4th Edition initially released by the ASX Corporate Governance Council in February 2019
Corporations Act	_Corporations Act_2001 (Cth)
Directors or Board	The Board of directors of Bulletin from time to time
Eligible Shareholder	A shareholder of the Company that holds Shares in the Company on the Record Date and has a registered address in Australia or New Zealand
Entitlement and Acceptance Form or Form	An entitlement and acceptance form accompanying or as otherwise available electronically as disclosed in this Prospectus.

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Entitlements	The entitlement to accept Rights Shares under this Prospectus
Existing Options	All existing options to subscribe for Shares currently on issue as at the date of this Prospectus
General Meeting	The General Meeting of Shareholders to be held on or about 17 September 2021
Group	The Company and each of its wholly owned subsidiaries
Important Dates	Refer to the important dates disclosed at sectionError! Reference source not found.
Ineligible Shareholders	Shareholders as at the Record Date who are not Eligible Shareholders
Law	The_Corporations Act_or any relevant and applicable law in Australia
Lead Manager, Underwriter, orWestar Capital	Westar Capital Limited ACN 009 372 838
New Options	The Options offered under the Offers
New Securities	the New Shares and New Options offered under the Offers
New Shares	The Shares offered under Offers
Offers or Issue	The Rights Issue, Contingent Placement and Option Placement, together or individually as applicable
Offer Price	$0.045 for each New Share applied for, or $0.001 per Placement Option applied for, as the context requires
Offer Website	https://bulletinresources-ri.online.computershare.com
Official List	The official list of entities that ASX has admitted and not removed
Official Quotation	Quotation on the Official List
Opening Date	17 August 2021
Option Holders	The holders of the Existing Options
Options	Options on issue in the Company from time to time
Option Placement	The placement of 45,000,000 Placement Options at a subscription price of $0.001 Placement Option exercisable on or before 30 September 2024 at $0.10 each on the terms set out in Schedule 2, to raise a total of $45,000, subject to shareholder approval being the Option Placement Condition
Option Placement Condition	has the meaning given in section 2.5 of this Prospectus
Placement Options	Options offered under the Option Placement
Placements	The Contingent Placement and the Option Placement.
Prospectus	This Prospectus dated 9 August 2021 as modified or varied by any supplementary prospectus made by the Company and lodged with the ASIC from time to time and any electronic copy of this Prospectus and supplementary prospectus
Record Date	12 August 2021

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Register	Company Register of Bulletin
Rights Issue	a non-renounceable, pro-rata rights issue to Eligible Shareholders of 1 Rights Share for every 3 Shares held at an issue price of $0.045 per Rights Share to raise approximately $2,689,396 before costs together with 1 Rights Option for every 3 Rights Shares issued exercisable at $0.10 on or before 30 September 2024
Rights Options	Options offered under the Rights Issue
Rights Shares	Shares offered under the Rights Issue
Share Registry or Computershare	Computershare Investor Services Pty Limited
Shares	The ordinary shares on issue in Bulletin from time to time
Shareholders	The holders of Shares from time to time
Shortfall	Those Rights Shares for which the Entitlement lapses
Shortfall Securities	The securities offered under the Underwritten Offers that have not been taken up by Shareholders.
Underwriting Agreement	The underwriting agreement between the Underwriter and the Company dated 8 August 2021.
Underwritten Amount	Means up to $2,734,396, as defined under the Underwriting Agreement.
Underwritten Offers	The Rights Issue and Option Placement underwritten by the Lead Manager pursuant to the Underwriting Agreement.
Underwritten Securities	The Rights Shares, Rights Options and Placement Options offered under the Underwritten Offers.
US Securities Act	The US Securities Act of 1933, as amended.

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Schedule 1 – ASX Announcements

Date	Title of Announcement
2 July 2020	Better Gold Grade Confirmed From 1 Metre Splits
24 July 2020	30 June 2020 Quarterly Reports
3 August 2020	Receipt of Geko Gold Mine Royalty Entitlement
19 August 2020	New Gold Targets Identified Lake Rebecca Gold Project
16 September 2020	RIU Conference Presentation
16 September 2020	Presentation- RIU Resurgence Conference
25 September 2020	Full Year Statutory Accounts
25 September 2020	Appendix 4G
7 October 2020	Notice of Annual General Meeting Date
21 October 2020	Annual Report to shareholders
22 October 2020	Notice of Annual General Meeting/Proxy Form
29 October 2020	30 September 2020 Quarterly Report
2 November 2020	Geko Gold Mine Royalty Received September Quarter
18 November 2020	New Drilling Program to Commence at Lake Rebecca
27 November 2020	Results of Meetings
22 January 2021	31 December 2020 Quarterly Report
29 January 2021	Geko Gold Mine Royalty Received December Quarter
1 February 2021	Trading Halt
2 February 2021	AOP: Strategic purchase of additional tenure Rebecca gold deposit
2 February 2021	$5.6M Partial Sale of Lake Rebecca Project
2 February 2021	$5.6M Partial Sale of Lake Rebecca
8 February 2021	Receipt of AOP Shares- Lake Rebecca Project
8 February 2021	Receipt of AOP Shares- Lake Rebecca Project
11 February 2021	Drilling Identifies 2.4KM Gold Trend Lake Rebecca Project
11 February 2021	Drilling Identifies 2.4KM Gold Trend Lake Rebecca Project
16 February 2021	Change Substantial Shareholding from MAT
16 February 2021	Change in substantial holding
16 February 2021	Change of Director’s Interest Notice
12 March 2021	Half Year Accounts
22 March 2021	Bulletin Expands Lake Rebecca Gold Project
24 March 2021	RC Drilling Recommences at Lake Rebecca Gold Project
23 April 2021	31 March 2021 Quarterly Report
30 April 2021	New Ravensthorpe Lithium Project
3 May 2021	Drilling Identifies Two Mineralised Zones at Lake Rebecca
6 May 2021	Investor Presentation RIU Sydney May 2021

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11 May 2021	Geko Gold Mine Royalty- March Quarter
2 June 2021	High Grade Gold Hits at Lake Rebecca Gold Project
11 June 2021	New Drilling Program Commences at Lake Rebecca
2 July 2021	$2.23M Sale of Bulletin Investment
2 July 2021	Ceasing to be a substantial shareholder from MAT
9 July 2021	Change of Director’s Interest Notice
16 July 2021	Aircore Drilling Program Completed Lake Rebecca Gold Project
19 July 2021	30 June 2021 Quarterly Report
2 August 2021	Gold Trends Extend Over 7km Lake Rebecca Gold Project
3 August 2021	Geko Gold Mine June Quarter Royalty Received

Note* : As at the date of this Prospectus, the Company has received and released certain drilling results available to it concerning the Lake Rebecca Gold Project. Not all drilling results are available as at the date of this Prospectus, and the Company anticipates it will be in a position to make further announcements on the outstanding drilling results on or around 20 August 2021. The Company encourages Shareholders to closely consider these further announcements once they are released prior to determining whether they would like to participate in the Offer.

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Schedule 2 - New Option Terms

TERMS AND CONDITIONS OF NEW OPTIONS

The following are the terms and conditions of the New Options:

Nil consideration will be payable per Option for the issue of the Options, other than the Options issued under the Options Placement which will have a subscription price of $0.001.
The Options shall expire at 5.00pm Perth time on 30 September 2024 ( Expiry Date ).
Subject to condition 15, the amount payable upon exercise of each Option will be $0.10 each ( Exercise Price ).
Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share ( Share ) in Bulletin Resources Limited ACN 144 590 858 ( Company ) by paying the full amount of the Exercise Price.
Options may be exercised at any time from the date of issue until the Expiry Date.
Options not exercised on or before the Expiry Date will automatically lapse.
The Exercise Price shall be payable in full on exercise of the Options.
Options may only be exercised by the delivery to the registered office of the Company by a notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:
payment for the Exercise Price for each Options being exercised; and
the certificate for those Options, for cancellation by the Company.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) on or before the Expiry Date.

Subject to condition 7, within 10 Business Days after the notice referred to in condition 8 becoming effective, the Company must:
allot and issue the number of Shares specified in the notice to the holder;
cancel the certificate for the Options being exercised; and
if applicable, issue a new certificate for any remaining Options covered by the certificate accompanying the notice.
The Company will apply for the Options to be quoted on ASX.
The Options are transferable.
Shares allotted pursuant to an exercise of the Options shall rank, from the date of allotment, pari passu with existing Shares of the Company in all respects.
The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of Options quoted on ASX.
There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its Shareholders from time

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to time prior to the expiry date unless and until the Options are exercised. However, the Company must give notice as required under the Listing Rules to Option holders of any new issue of capital before the record date for determining entitlements to the issue in accordance with the Listing Rules.

If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules and Corporations Act at the time of the reorganisation.
If, prior to the expiry of an Option, there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.
The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
If at any time prior to the Expiry Date the Optionholder dies, the deceased holder's legal personal representative may:
elect to be registered as the new Optionholder of the deceased Optionholder's Options;
whether or not he or she becomes so registered, exercise those Options as if he or she were the holder of them in accordance with those terms and conditions; and
if the deceased Optionholder has already given a notice of exercise of his Options, pay the Exercise Price in respect of those Options.
There is no right to change the Exercise Price of an Option or the number of underlying Shares over which the Option can be exercised.

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10. Corporate Directory

Directors	Solicitors to the Offer	Auditors
Paul Poli (Non-Executive Chairman) Franciscus (Frank) Sibbel (Director) Mr Robert Martin (Director) Daniel Prior (Director)	HopgoodGanim Lawyers Level 27, Allendale Square 77 St Georges Terrace PERTH WA 6000 (08) 9211 8100 www.hopgoodganim.com.au	BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008
Company Secretary	Lead Manager	Underwriter
Andrew Chapman	Westar Capital Ltd 216 St Georges Terrace Perth WA 6000	Westar Capital Ltd 216 St Georges Terrace Perth WA 6000
Administration and Registered Office	Share Registry
Suite 11 139 Newcastle Street Perth WA 6000 Tel: (08) 9230 3555 Fax: (08) 9227 0370 www.bulletinresources.com.	Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Tel: 1300 850 505 (within Australia) 61 3 9415 4000 (outside Australia) www.investorcentre.com/conta ct

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AI assistant

BULLETIN RESOURCES LIMITED — Capital/Financing Update 2021

64546_rns_2021-08-08_56c4a7b5-140a-4fd3-bd7c-b6a4345be1b4.pdf

Prospectus

Bulletin Resources Limited ACN 144 590 858 ( Company )

(together, the Offers ).

This document is important and it should be read in its entirety

Important information

Offer statistics

Key dates for investors

Important notice

Foreign shareholders

New Zealand

United States

How to accept Entitlement under the Rights Issue

Enquiries

Terms used

Forward looking statements

No representations

Table of Contents

Chairman’s letter

1. Investment summary

1.2

Eligible Shareholders

1.3 Minimum subscription

1.4

Purpose of the Offers

1.5 Investment highlights

1.6 Risk factors

1.7 New Share terms

1.8

New Option terms

1.9

Acceptance of Entitlement to Rights Shares

1.10

Ineligible shareholders

1.11 Directors intentions in respect of Entitlements

1.12

Lead Manager

1.13 Underwriter

1.14 Shortfall and dilution of Shareholder’s interests

2. Details of the Offers

2.1 Rights Issue

2.2

Eligible Shareholders

2.3

Allotment and allocation policy

2.4 Contingent Placement

2.5 Option Placement

( General Meeting ).

2.6 Important Dates

2.7 ASX listing

2.8 CHESS

2.9 Minimum subscription

2.10 Lead Manager

2.11 Underwriting

2.12 Option Holders

2.13 Overseas shareholders

2.14 Notice to nominees and custodians

2.15 Electronic prospectus

3.1 Applications

3.2 Rights Issue - How to accept your Entitlement

Take up your Entitlement in full

Take up some of your Entitlement

Do nothing

General

Payment Methods

3.3 Right Issue - Binding effect of Entitlement and Acceptance Form

4. Company Information

4.1 Introduction

4.2

Lake Rebecca Gold Project

4.3 The Directors

Paul Poli - Executive Chairman - Bachelor of Commerce, FCPA

Robert Martin - Non-Executive Director

Franciscus (Frank) Sibbel - Non-Executive Director - B.E.(Hons) Mining, F.Aus.IMM

Daniel Prior - Non-Executive Director – BCom, CA

4.4 Senior Management

Andrew Chapman – Company Secretary - CA F Fin GAICD

5. Effect of the Offers on the Company

BULLETIN RESOURCES LIMITED Capital/Financing Update 2021