CASPIN RESOURCES LIMITED - Capital/Financing Update 2023

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Not for release to US wire services or for distribution in the United States

18 April 2023

Dear Shareholder

SHARE PURCHASE PLAN – LETTER TO ELIGIBLE SHAREHOLDERS

We write to you as the holder of fully paid ordinary shares ( Shares ) in the issued capital of Caspin Resources Limited (ASX: CPN) ( Caspin or the Company ) with a registered address in Australia or New Zealand as at 5:00pm (AWST) on 6 April 2023 ( Record Date ).

On 11 April 2023, Caspin announced a A$4.8 million capital raising, comprising of a A$3.8 million two tranche placement to institutional and sophisticated investors of Shares at an issue price of A$0.30 per Share ( Placement ) and a A$1 million share purchase plan ( SPP ) (together, the Capital Raising ).

The Shares for the first tranche of the Placement were issued on 17 April 2023 utilising the Company's available placement capacity pursuant to ASX Listing Rules 7.1 and 7.1A.

The issue of the Shares for the second tranche of the Placement is subject to Shareholder approval at a meeting expected to be held on Tuesday, 23 May 2023 ( General Meeting ). Subject to Shareholders approving the issue of those Shares, the Shares for the second tranche of the Placement are expected to be issued on Thursday, 1 June 2023.

In order to provide Eligible Shareholders (as defined below) with the opportunity to participate in the Capital Raising, the Company is pleased to provide details of its SPP offer ( Offer ). Under the Offer, Caspin is giving each Eligible Shareholder the opportunity to purchase up to A$30,000 worth of Shares ( New Shares ), irrespective of the size of their shareholding, without incurring brokerage or other transaction costs.

The Offer is intended to raise approximately A$1 million (before costs of the Offer) on the SPP terms and conditions ( Terms & Conditions ) enclosed with this letter. The Offer is not underwritten.

The issue price of the New Shares will be $0.30 per New Share ( Issue Price ), being the same price as the Shares issued under the Placement.

The Issue Price represents a:

26.8% discount to the closing market price of the Shares on the last day on which Shares were traded on the ASX immediately prior to the SPP being announced; and
21.6% discount to the volume weighted average market price of Shares on the last five days on which Shares were traded on the ASX immediately prior to the SPP being announced.

The Offer is offered exclusively to eligible shareholders (including custodians), being registered holders of Shares as at the Record Date with a registered address in Australia or New Zealand and not resident or located in the United States or any other jurisdiction in or into which an offer of New Shares would be unlawful, who meet certain other conditions as expressly prescribed in the Terms & Conditions ( Eligible Shareholders ).

The Offer opens on Tuesday, 18 April 2023 and is currently scheduled to close at 5:00pm (AWST) on Thursday, 25 May 2023. The New Shares are expected to be issued on Thursday, 1 June 2023 and commence trading on the ASX on Friday, 2 June 2023.

The Offer is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act 2001 (Cth).

Ground Floor, 675 Murray Street, West Perth WA 6005 Telephone: +61 8 6373 2000 Web: www.caspin.com.au Email: [email protected]

The Offer is being made subject to Shareholders approving the issue of New Shares pursuant to the SPP for the purposes of ASX Listing Rule 7.1, which approval will be sought at the upcoming General Meeting. Shareholder approval is required for the proposed issue of Shares under the SPP because the relevant ASX Listing Rule 7.1, exception 5 (that would otherwise permit the New Shares to be issued under a share purchase plan without Shareholder approval) is not satisfied in this instance due to the Issue Price being lower than the discount permitted by ASX Listing Rule 7.1, exception 5.

If Shareholder approval is not obtained for the issue of New Shares under the SPP, Eligible Shareholders who submit applications to subscribe for New Shares under the SPP will not be issued any New Shares and the Company will refund all application monies without interest.

Indicative Timetable

The indicative timetable for the Offer is detailed below:

Details	Date
Record Date The date on which the Company determines Eligible Shareholders	5:00pm (AWST) on Thursday, 6 April 2023
Announcement of SPP	Tuesday, 11 April 2023
Despatch Date Offer document announced and made available to Eligible Shareholders.	Tuesday, 18 April 2023
Opening Date The date on which the Offer opens	Tuesday, 18 April 2023
General Meeting Shareholder meeting to approve the issue of New Shares under the SPP	Tuesday, 23 May 2023
Closing Date The date on which the Offer closes Applications and payments must be received by this date	5:00pm (AWST) on Thursday, 25 May 2023
Announcement of SPP results	Thursday, 1 June 2023
Issue Date The date New Shares are intended to be issued	Thursday, 1 June 2023
Quotation of New Shares on ASX	Thursday, 1 June 2023
Despatch of Holding Statements	Friday, 2 June 2023

The above dates are indicative only and, subject to compliance with applicable law, may be changed at the Company's discretion. Any changes will be advised to Shareholders.

Current Activities and Use of Funds

Further information on the Company’s current activities are set out in the announcements made by Caspin to the ASX and are available directly from the ASX website www.asx.com.au under the code CPN or the Company’s website www.caspin.com.au.

Funds raised under the Capital Raising will be directed towards:

upcoming exploration and drilling at the Mount Squires Project;
advancing the ongoing exploration at the Yarawindah Brook Project; and

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general working capital requirements costs relating to the Capital Raising and contingent corporate purposes.[1]

Important Information

The Offer is governed by the enclosed Terms & Conditions. The Board urges you to read the Terms & Conditions carefully and in its entirety, together with announcements made by the Company to the ASX, before deciding whether to participate in the Offer.

If you are uncertain whether Shares are a suitable investment for you, you should consult your financial or other professional adviser. The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to electing to participate in the Offer.

Actions required to participate in the SPP

Eligible Shareholders may participate in the SPP by making payment via BPAY[® ] (for Eligible Shareholders with an eligible Australian bank account) or EFT using the payment instructions on your personalised Application Form. This is the fastest and easiest way to apply. The following parcels of New Shares are available under the Offer:

	Subscription Amount (A$)	Number of Shares
Parcel A	30,000.00	100,000
Parcel B	19,999.80	66,666
Parcel C	15,000.00	50,000
Parcel D	9,999.90	33,333
Parcel E	4,999.80	16,666
Parcel F	1,999.80	6,666
Parcel G	999.90	3,333

A New Zealand shareholder that is unable to pay by BPAY[®] will be offered EFT details on their personalised Application Form.

You should be aware that your own financial institution may implement earlier cut-off times for electronic payments, and you should therefore take this into consideration when making a payment. Caspin also reserves the right to close the Offer early or extend the Offer in its discretion. Eligible Shareholders who wish to participate in the SPP are therefore encouraged to apply early.

If you are a ‘custodian’, you may be required to submit a custodian certificate to the Company in order to participate on behalf of any beneficiaries. Please refer to the Terms & Conditions for further details.

Queries and further information

If you have any questions in relation to how to participate in the SPP, please contact Caspin's Company Secretary, Steven Wood, on +61 8 9322 7600 between 8:30am and 5:00pm (AWST), Monday to Friday. Details can also be found on the Company’s website at www.caspin.com.au.

Thank you for your continuing support as a valued Shareholder.

Yours faithfully

Steven Wood

Company Secretary & Chief Financial Officer

1 The indicative use of funds is subject to change at the Caspin Board’s discretion.

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SHARE PURCHASE PLAN

IMPORTANT NOTICES

General

This document is dated 18 April 2023.

This document is not a prospectus and has not been lodged with ASIC. Accordingly, this document does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding whether or not to invest in the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety, along with the Company's ASX announcements (without limitation). If you do not understand or are in doubt about the contents of this document, or the action you should take, you should consult your financial or other professional adviser without delay.

The market price of Shares may rise or fall between the date of this document and the date the Company issues New Shares. Accordingly, the value of New Shares applied for is likely to rise or fall. In addition, fluctuations in the market price of Shares means that up to or after the date on which the Company issues New Shares to you, you may be able to buy Shares on the market at a lower price than the Issue Price. The Company and its Directors do not offer any recommendation or advice regarding participation in the Offer.

Holding securities in the Company is a speculative form of investment and the future price of Shares may rise or fall depending on, amongst other things, the prospects of the Company's interests in mineral projects, the Company's financial performance and financial position, economic factors and fluctuations on the stock market generally.

The information contained in this document is not financial product advice and does not take into account the investment objectives, financial situation or particular needs (including financial and tax issues) of any Eligible Shareholder. This document should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its securities or any other financial products.

This document does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this document. No action has been taken to permit the Offer in any jurisdiction other than Australia or New Zealand.

The distribution of this document in jurisdictions outside of Australia and New Zealand may be restricted by law and therefore persons into whose possession this document comes should observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any other jurisdiction.

Application will be made for the New Shares to be quoted on ASX. The New Shares have not been and will not be registered under any other applicable securities laws and they may not, subject to certain exceptions, be offered or sold directly or indirectly in any jurisdiction outside Australia and New Zealand and as provided below.

New Zealand

The New Shares are not being offered or sold 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 the New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement

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under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States

This document may not be distributed in the United States. The New Shares have not been, and will not be, registered under the US Securities Act 1933 (the US Securities Act ) or the securities laws of any state or other jurisdiction of the United States. The New Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration of the US Securities Act and the applicable laws of any state or other jurisdiction in the United States. The New Shares will not be offered, sold, directly or indirectly, to any person in the United States.

No Recommendation

The information in this document is not a recommendation to accept the Offer and does not constitute financial advice. Eligible Shareholders should therefore conduct their own investigations, assessment and analysis of the Company and its operations and prospects and must base their investment decision solely on those investigations and that assessment and analysis.

If, after reading this document, Eligible Shareholders have any questions regarding the Offer, they should contact their financial or other professional adviser before deciding whether or not to accept the Offer.

Capitalised terms in this document are defined in the Glossary.

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CASPIN RESOURCES LIMITED (ACN 641 813 587) SHARE PURCHASE PLAN – TERMS & CONDITIONS

The following are the terms and conditions of the Company's share purchase plan offer ( Offer ). By accepting the Offer, you agree to be bound by these Terms & Conditions and the Company's constitution.

1. ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547

The Offer is offered in compliance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( ASIC Instrument 2019/547 ). ASIC Instrument 2019/547 provides relief from the requirement for the Company to provide a prospectus when offering Shares to existing Shareholders of the Company pursuant to a share purchase plan.

2. Opening Date and Closing Date of the Offer

The Offer opens on Tuesday, 18 April 2023 ( Opening Date ).

The Offer closes at 5:00pm (AWST) on Thursday, 25 May 2023 ( Closing Date

Late applications will not be accepted. However, the Directors reserve their right, subject to the Corporations Act and the ASX Listing Rules, to vary the Closing Date without prior notice including closing the Offer early. Accordingly, the Directors encourage any Eligible Shareholders (including Custodians) wishing to participate in the Offer to lodge their Application Forms and/or remit their Application Monies as soon as possible. If the Closing Date is varied, subsequent dates may also be varied accordingly.

3. Who is eligible to participate in the Offer?

You are eligible to apply for New Shares under the Offer if you were registered as a holder of Shares as at 5:00pm (AWST) on 6 April 2023 ( Record Date ) and provided your registered address, as recorded in the Register, is in Australia or New Zealand and you are not resident or located in the United States nor acting for the account or benefit of a person in the United States, and you are not resident or located in any other jurisdiction in or into which an offer of New Shares would be unlawful ( Eligible Shareholder ).

The Offer to each Eligible Shareholder is made on the same terms and conditions.

Your rights under the Offer are personal to you and the Offer is non-renounceable (i.e. you may not transfer your right to subscribe for New Shares to anyone else).

4. Shareholder approval

The issue of any New Shares under the Offer remains subject to the Company's Shareholders approving the issue of those New Shares at the General Meeting, expected to be held on 23 May 2023.

If Shareholder approval to the Company issuing the New Shares under the Offer is not obtained, Eligible Shareholders who subscribed for New Shares under the Offer will not be issued with any New Shares and the Company will refund all Application Monies without interest.

The Company reserves the right to scale back applications in such manner as the Directors see fit. Consequently, you may not receive the New Shares which you apply for pursuant to the Offer. The Company also reserves the right to accept oversubscriptions above A$1 million.

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5. Voluntary participation

The Offer is entirely voluntary and is subject to these Terms & Conditions. You are not obliged to participate in the Offer.

6. Issue Price

The issue price for each New Share is A$0.30 ( Issue Price ) being a discount of 26.8% to the closing price of Shares on ASX immediately prior to Tuesday, 11 April 2023 (being the date on which the Company announced the Capital Raising). The Issue Price is a 3.3% discount to the closing price of Shares on ASX on 14 April 2023 (being the last practical date prior to the date of this document). The method used to calculate the Issue Price was to match it to the issue price per Share offered pursuant to the Placement.

7. Important information on price risk to consider

Before deciding whether to accept the Offer, you should refer to the current market price of the Shares, which can be obtained from your stockbroker, your financial adviser or via the ASX website.

Subscription for New Shares is a speculative investment and the market price may change between the date you apply for New Shares and the issue of New Shares to you. Accordingly, the value of New Shares applied for is likely to rise or fall. Importantly, there is a risk that during the period between the time of the Offer and when the New Shares are issued to you, the price at which Shares are traded on ASX may be less than the Issue Price. You must rely on your own knowledge of the Company and previous disclosures made by the Company to ASX (including disclosure regarding risks of making an investment in the Company). In determining whether you wish to participate in the Offer and the extent to which you participate, you should seek your own personal financial and/or taxation advice referable to your personal circumstances .

8. How much can you invest in the Offer?

Subject to paragraph 13, if you are an Eligible Shareholder, you may subscribe for a maximum of A$30,000 worth of New Shares.

There is a minimum amount for which you may subscribe under the Offer which is A$999.90 worth of New Shares.

The following parcels of New Shares are available under the Offer:

	Subscription Amount (A$)	Number of Shares
Parcel A	30,000.00	100,000
Parcel B	19,999.80	66,666
Parcel C	15,000.00	50,000
Parcel D	9,999.90	33,333
Parcel E	4,999.80	16,666
Parcel F	1,999.80	6,666
Parcel G	999.90	3,333

The maximum limit of A$30,000 worth of New Shares applies to you even if you receive more than one Offer (however, please refer to paragraph 13 for information relating to Custodians). No fraction of New Shares will be issued.

All Application Monies must be paid in Australian dollars.

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No brokerage, stamp duty or other costs are payable by applicants in respect of an application for New Shares.

9. Joint Holders

If two or more persons are registered on the Company’s Register as jointly holding Shares, then they are taken to be a single registered holder of Shares and a certification given by any of them is taken to be a certification given by all of them. If a joint holder receives more than one Offer due to multiple holdings, then the joint holder may only apply in aggregate for up to the maximum amount of A$30,000 in total (however, please refer to paragraph 13 for information on Custodians).

10. Scale back, oversubscriptions or refusal of application

The Company intends to raise up to A$1 million by the issue of New Shares. However, if total demand for the offer exceeds A$1 million, the Directors may in their absolute discretion, undertake a scale back to the extent and in the manner they see fit. Alternatively, the Company may elect to change the A$1 million cap at its absolute discretion by announcement to ASX and accept oversubscriptions (subject to the maximum permitted under the ASX Listing Rules).

Factors which the Directors may take into account in determining any scale back include, but are not limited to:

(a) the extent to which Eligible Shareholders have sold or bought additional Shares after the Record Date and the date the application was made;
(b) the total Application Monies received;
(c) the amount applied for by each Eligible Shareholder;
(d) the number of Shares held by each Eligible Shareholder at the Record Date;
(e) whether an Eligible Shareholder remains on the Register on the Closing Date;
(f) the date the Company received the payment of Application Monies; and
(g) any other such criteria as determined by the Directors in their absolute discretion.

If there is a scale back, you may not receive all the New Shares for which you have applied. If a scale back produces a fractional number when applied to the number of New Shares for which you have applied, the number of New Shares issued to you will be rounded down to the nearest whole number of New Shares.

If there is a scale back, the difference between the Application Monies received from you, and the number of New Shares issued to you multiplied by the Issue Price, will be refunded to you in full (in A$ and without interest and at your sole risk).

The Directors reserve their right (in their absolute discretion) to refuse an application (in whole or in part) if they consider that:

(a) it is reasonable and prudent to do so;
(b) the applicant is not an Eligible Shareholder;
(c) the issue of those New Shares may contravene any applicable law, rule or regulation in any jurisdiction (including without limitation the Corporations Act or the ASX Listing Rules) or the requirements of any regulatory or governmental body or may require further action to be taken by the Company including, without limitation, registration of Shares or the preparation of a prospectus in any jurisdiction; or

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(d) the applicant has not otherwise complied with the Terms & Conditions.

If an application is refused in whole or in part, the relevant Application Monies will be returned to the applicant (in A$ and without interest and at the applicant’s sole risk).

All Directors' decisions in connection with a scale back or refusal of an application are final.

11. Shortfall

The Offer is not underwritten.

Subject to the ASX Listing Rules (including ASX Listing Rule 7.1), to the extent that there is a shortfall in the subscription of New Shares under the Offer ( Shortfall ), the Directors reserve the right to issue the New Shares that comprise the Shortfall to institutional, sophisticated and professional investors at their absolute discretion.

12. Risk Factors

Eligible Shareholders should be aware that if Shareholders do not approve the issue of New Shares pursuant to the SPP, the Offer will not proceed and you will not be issued any New Shares under the Offer despite submitting a valid application.

Before deciding whether to accept the Offer, you should refer to the current market price of the Company’s Shares, which can be obtained from daily newspapers, your stockbroker or financial adviser or the ASX.

Owning Shares in the Company is considered a speculative form of investment and the future price of Shares can rise or fall.

Shareholders should be aware that there is a risk that the market price of the Shares may change between the date of this Offer (or the date the Offer is accepted) and the date when the New Shares are issued under the Offer. This means that the price you pay for the New Shares issued to you under the Offer may be less than or exceed the market price of Shares on the date of issue of those Shares. You should be aware that your application, once made, is unconditional and may not be withdrawn even if the market price of Shares is less than the Issue Price.

Shareholders should note that the Offer is not made under a prospectus or other disclosure document and does not require the type of disclosure required under the Corporations Act for a disclosure document. Shareholders must rely on their own knowledge of the Company and previous disclosures made by the Company on the ASX. You should consult your professional adviser when deciding whether or not to accept the Offer and participate in the SPP. The contents of this document have not been reviewed by ASIC, ASX or any other any regulatory authority in any jurisdiction.

There are specific risks that relate to the Company’s business. In addition, there are general risks, many of which are largely beyond the control of the Company and the Directors. The following is not intended to be an exhaustive list of risk factors to which the Company is exposed.

Company Specific Risks

(a) Funding risk

The Company will be required to raise additional funds (whether by way of debt and/or equity) in the future to meet its objectives. There can be no assurance as to the levels of future borrowings or further capital raisings that will be required to meet the aims of the Company to explore and develop the Mount Squires Project and Yarawindah Brook Project or otherwise for the Company to undertake its business.

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Funding via additional equity issues may be dilutive to the Company’s existing shareholders and, if available, debt financing may be subject to the Company agreeing to certain debt covenants and encumbering the Company’s assets. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations, delay, suspend and/or scale back its exploration programs and business strategies, as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on favourable terms.

(b)

Potential for dilution

Upon completion of the Capital Raising the number of issued Shares in the Company will increase from 74,932,334 Shares to 90,932,334 (assuming the Offer is fully subscribed and all the Shares are issued under the Placement). This means each Share will represent a lower proportion of the ownership in the Company. It is not possible to predict what the value of the Company or a Share will be following completion of the Offer being implemented and the Directors do not make any representation or prediction as to such matters. The trading price of Shares on the ASX prior to the Offer being announced is not a reliable indicator as to the potential trading price of Shares after completion of the Offer.

(c)

No mineral resources or ore reserves

No mineral resources or ore reserves have been defined at the Projects. Further, there can be no assurance that any exploration or development activity at the Mount Squires Project or Yarawindah Brook Project, or any tenements or assets that may be acquired by the Company in the future (if any), will result in the discovery or exploitation of a mineral resource or ore reserve. The Company’s mineral exploration, development and other activities may be hampered by circumstances out of the Company’s control. By their nature, mineral exploration and development activities are speculative and subject to a number of risks.

Resource and reserve estimates are expressions of judgment based on drilling results, past experience with mining properties, knowledge, experience, industry practice and many other factors. Estimates which are valid when made may change substantially when new information becomes available. Determining resource and reserve estimates is an interpretive process based on available data and interpretations and thus estimations may prove to be inaccurate.

The actual quality and characteristics of mineral deposits cannot be known until mining takes place and will almost always differ from the assumptions used to analyse them. Further, reserves are valued based on future costs and future prices and, consequently, the actual reserves and resources may differ from those estimated, which may result in either a positive or negative effect on operations and/or financial performance.

(d) The Company has no history of earnings and no production or revenues

The Company has incurred operating losses since its inception and does not have a significant history of business operations. It is therefore not possible to evaluate the Company’s prospects based on past performance. No assurance can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Mount Squires Project or Yarawindah Brook Project, or any tenements which are subsequently applied for or acquired by the Company. Unless and until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

There can be no certainty that the Company will achieve or sustain profitability, achieve or sustain positive cash flow from its operating activities or identify a mineral deposit which is capable of being exploited economically or which is capable of supporting production activities.

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(e) Return risks

The New Shares to be issued pursuant to the Offer carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those New Shares, which are a speculative investment. The last trading price of Shares on ASX prior to this document is not a reliable indicator as to the potential trading price of Shares following completion of the Offer. There is no guarantee of liquidity. Further, the acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor.

(f)

Title risk

The Company may lose title to, or interests in, its tenements (including at the Mount Squires Project and Yarawindah Brook Project), including (for example) if the conditions to which those tenements are subject are not satisfied or if insufficient funds are available to meet expenditure commitments on the tenements.

In the jurisdictions in which the Company operates or will operate in the future, both the conduct of operations and the steps involved in acquiring title to, or interests in, tenements involve compliance with numerous procedures and formalities. It is not always possible to comply with, or obtain waivers from, all such requirements, nor is it always clear whether requirements have been properly completed, or possible or practical to obtain evidence of compliance. In some cases, failure to follow such requirements or obtain relevant evidence may call into question the validity of the actions taken or cause loss of title to tenure.

Further, there is a risk that tenements may not be renewed or that any additional tenements applied for from time to time may not be granted.

(g)

Access risks

The Company requires access agreements to be agreed and executed with respective landowners in order to perform work on a number of its tenements. Inability to agree on an access agreement with a landowner on a key tenement will inhibit the Company’s ability to execute its exploration program, or delay the timing of the Company’s exploration program. However, in the event that access is not obtainable at any particular location, the Company will redirect exploration expenditures to areas of the Projects where access is available.

The Yarawindah Brook Project is located in an active farming area and individual agreements need to be negotiated with each landholder. In cropping paddocks, exploration may be limited to certain times of the year (late November to early April) so as not to interfere with the crop growing and harvesting cycle.

In relation to the Mount Squires Project, an access agreement was signed with the Ngaanyatjarra Land Council and relevant native title parties in February 2017 with necessary regulatory environmental approvals received in August 2017, allowing on ground exploration to take place subject to heritage clearance surveys. Further heritage surveys will be required by the Company in areas where on-ground exploration has not occurred, which is the majority of the project area. There is no guarantee that the desired land access will occur.

(h) Reliance on key management and directors

The Company’s key personnel consists of four non-executive Directors and a Chief Executive Officer. Responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its Board. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these personnel leave the Company.

(i) New projects, acquisitions and joint ventures

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The Company may make acquisitions in the future as part of future growth plans. There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that any acquisitions will result in a return for Shareholders. Such acquisitions may result in the use of the Company's cash resources and/or the issuance of equity securities, which will dilute shareholdings.

(j) Contract risks

The ability of the Company to achieve its business objectives will depend on the performance by the Company and counterparties of their contractual obligations. If any party defaults in the performance of its obligations under a contract, it may be necessary for either party to approach a court to seek a legal remedy, which could be costly for the Company.

The operations of the Company also require the involvement of a number of third parties, including consultants, contractors and suppliers. For example, the Company relies on third parties to perform contractual obligations, such as pursuant to the Yarawindah Joint Venture Agreement. There are risks of non-performance by counterparties or by the Company (or its subsidiaries) in relation to contractual obligations and the possibility of future disputes, any of which may adversely impact on the Company and the value of Shares.

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

Mining Industry Risks

(a) Nature of mineral exploration and mining

The business of mineral exploration, development and production is subject to a high level of risk. Mineral exploration and development requires large amounts of expenditure over extended periods of time with no guarantee of revenue, and exploration and development activities may be impeded by circumstances and factors beyond the Company’s control.

There can be no assurances that exploration and development at the Mount Squires Project or Yarawindah Brook Project, or any other projects that may be acquired by the Company in the future, will result in the discovery of mineral deposits which are capable of being exploited economically. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited.

Whether a mineral deposit will be commercially viable depends on a number of factors. The combination of these factors may result in the Company expending significant resources (financial and otherwise) on tenements without receiving a return. There is no certainty that expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries of an economically viable mineral deposit.

The Company has relied on and may continue to rely on consultants and others for mineral exploration and exploitation expertise. The Company believes that those consultants and others are competent and that they have carried out their work in accordance with internationally recognised industry standards. However, if the work conducted by those consultants or others is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in exploring or developing its tenements.

(b)

Exploration and appraisal risks

Exploration is a high-risk undertaking. The Company does not give any assurance that exploration of the Projects or any future projects will result in exploration

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success. Exploration programmes may or may not be successful, may cause harm to employees or contractors, and may incur cost overruns if not carefully managed.

There is a significant risk for the Company of the proposed exploration activity being unsuccessful and not resulting in the discovery of a viable mineral resource. Mineral exploration by its nature is a high risk activity and there can be no guarantee of success in the project areas where the Company holds exploration licences. Whilst the Directors’ will make every effort to reduce this risk, the fact remains that the discovery and development of a commercially viable resource is the exception rather than the rule.

The Company is engaged in early stage exploration and appraisal activities. There is a risk that these activities will not result in the discovery of commercially extractable mineral deposits. Furthermore, no assurances can be given that if commercially viable mineral deposits are discovered, these will be able to be commercialised as intended, or at all. Whether positive income flows ultimately result from exploration and development expenditure incurred by the Company is dependent on many factors including successful exploration, establishment of production facilities, cost control, commodity price movements, successful contract negotiations for production and stability in the local political environment.

(c) Native title, cultural heritage and sacred sites

The Company’s tenements are subject to native title and may be subject to future native title applications. This may preclude or delay granting of exploration and mining tenements or the ability of the Company to explore, develop and/or commercialise the mining tenements. Considerable expenses may be incurred negotiating and resolving issues, including any compensation agreements reached in settling native title claims lodged over any of the mining tenements held or acquired by the Company.

The presence of Aboriginal sacred sites and cultural heritage artefacts on the mining tenements is protected by Western Australian and Commonwealth laws. Any destruction or harming of such sites and artefacts may result in the Company incurring significant fines and court injunctions. The existence of such sites may limit or preclude exploration or mining activities on those sites, which may cause delays and additional expenses for the Company in obtaining clearances.

(d)

Operational risk

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

These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. These factors are substantially beyond the control of the Company and, if they eventuate, may have an adverse effect on the financial performance of the Company.

(e)

Environmental risk

The minerals and mining industry has become subject to increasing environmental regulations and liability. The potential for liability is an ever present risk. The

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operations and proposed activities of the Company are subject to State and Federal laws, regulations and permits concerning the environment. If such laws are breached or modified, the Company could be required to cease its operations and/or incur significant liabilities including penalties, due to past or future activities. As with most exploration operations, the Company’s activities are expected to have an impact on the environment.

It is the Company’s intention to conduct its activities to an appropriate standard of environmental obligation, including in compliance in all material respects with relevant environmental laws. Nevertheless, there are certain risks inherent in the Company’s activities which could subject the Company to extensive liability. The cost and complexity in complying with the applicable environmental laws and regulations may affect the viability of potential developments of the Company's projects, and consequently the value of those projects, and the value of the Company's assets.

It may be required for the Company to conduct baseline environmental studies prior to certain exploration or mining activities, so that environmental impact can be monitored and minimised wherever possible. Whilst the Company is not aware of any endangered species of flora or fauna at this point, only limited studies have been done to date, and such a discovery could prevent exploration and mining activity in certain areas.

(f)

Climate change risk

The activities and operations of the Company are subject to laws and regulations (and any changes to them) related to climate change mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage and other possible restraints on the mining industry that may adversely impact on the Company, its financial performance and the value of Shares.

There can be no guarantee that the Company will not be impacted by these matters.

Climate change may also cause certain physical or environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns, incidence of extreme weather events and longer term physical risks such as shifts in climate patterns.

All of these risks associated with climate change may significantly change the mining industry in which the Company operates.

(g)

Commodity prices and exchange rates

Commodity prices are influenced by physical and investment demand. Fluctuations in commodity prices relevant to the Company may influence the exploration and development activity of the Company. If the Company achieves exploration success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks.

Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Fluctuating commodity prices may impact the Company’s project development, plans and activities, including its ability to fund those activities. The Company cannot provide any assurance as to the prices it will achieve for any mineral commodities it produces (if any). Any substantial decline in the price of those commodities or in transport or distribution costs may have a material adverse effect on the Company and the value of the Shares.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and capital raising pursuant to the Offer and expenditure of the Company are, and will be, taken into account in Australian dollars,

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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. The exchange rate is affected by numerous factors beyond the control of the Company, including international markets, interest rates, inflation and the general economic outlook.

(h) Regulation and tenure

Adverse changes in Western Australian or Commonwealth government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations and mining and exploration activities of the Company. The current system of exploration and mining permitted in Western Australia may change resulting in impairment of rights and possibly expropriation of the Company's properties without adequate compensation. Increased royalties or any other changes to the royalty regime could result in higher operating costs for the Company and may have an adverse effect on the Company's business, results, financial condition and prospects .

General Risks

(a) Price of Shares

The Shares are subject to general market risks applicable to all securities listed on a stock exchange. This may result in fluctuations in the Share price that are not explained by the performance of the Company.

The price at which Shares are quoted on the ASX may increase or decrease due to a number of factors, some of which may not relate directly or indirectly to the Company's performance or prospects. Some of the factors which may affect the price of the Shares include:

(i) fluctuations in the domestic and international markets for listed stocks;
(ii) general economic conditions, including interest rates, inflation rates, exchange rates, commodity and oil prices or changes to government;
(iii) fiscal, monetary or regulatory policies, legislation or regulation;
(iv) inclusion in or removal from market indices;
(v) the nature of the markets in which the Company operates;
(vi) general operational and business risks;
(vii) variations in sector performance, which can lead to investors exiting one sector to prefer another; and
(viii) initiatives by other sector participants which may lead to investors switching from one stock to another.

Deterioration of general economic conditions may also affect the Company's business operations, and the consequent returns from an investment in Shares.

(b) Changes in law, government policies and accounting standards

The Company’s activities may be impacted by regulatory or other changes implemented by the Commonwealth or Western Australian Governments (or other jurisdictions). A change in laws that impact on the Company's operations, such as land access, environmental protection, carbon emissions, labour, mining, heritage, native title, taxation and royalties, could have an adverse impact on the Company's operations. Mining industry activities are subject to discretionary regulations and approvals, the exercise of which cannot always be predicted. Changes in accounting

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standards or the interpretation of those accounting standards that occur may impact adversely on the Company’s reported financial performance.

(c)

Litigation risks

Legal proceedings may arise from time to time in the course of the Company's activities from parties such as suppliers, native title parties, pastoralists and other landholders, contractors, joint venture parties, customers, regulatory agencies, environmental groups and/or investors. There have been a number of cases where the rights and privileges of mining and exploration companies have been the subject of litigation. The Directors cannot preclude that such litigation may be brought against the Company or a member of the Company in the future from time to time.

(d) Insurance

No assurance can be given that the Company will obtain insurance cover for all risks faced by the Company or that any insurance cover it arranges will be adequate and available to cover all possible claims. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

(e)

Competition risk

The mineral resource industry is competitive in all of its phases. The Company competes with other companies, including major mining companies. Many of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for commercial advantages, the recruitment and retention of qualified employees, minerals leases and new business opportunities. If the Company cannot compete effectively with these other companies, it may have a material adverse effect on the Company’s performance.

(f)

Tax law and application

The application of and change in relevant tax laws (including income tax, goods and services tax (or equivalent), rules relating to deductible liabilities, or changes in the way those tax laws are interpreted, will or may impact the tax liabilities of the Company or the tax treatment of a Shareholder's investment. An interpretation or application of tax laws or regulations by a relevant tax authority that is contrary to the Company's view of those laws may increase the amount of tax paid or payable by the Company.

Both the level and basis of tax may change. Any changes to the current rate of company income tax (in Australia or elsewhere) and / or any changes in tax rules and tax arrangements (again in Australia or elsewhere) may increase the amount of tax paid or payable by the Company, may also impact Shareholder returns and could also have an adverse impact on the level of dividend franking / conduit foreign income and Shareholder returns (although no dividends are currently anticipated to be paid by the Company). In addition, an investment in Shares involves tax considerations which may differ for each Shareholder. Each Shareholder is encouraged to seek professional tax advice in connection with any investment in the Company.

(g) Force Majeure

Events may occur within or outside Australia (such as the COVID-19 pandemic) that could impact upon global, Australian or other local economies relevant to the Company's financial performance, the operations of the Company and the price of the Shares. These events include but are not limited to acts of terrorism, an outbreak of international hostilities, fires, floods, earthquakes, labour strikes, civil wars, natural disasters, outbreaks of disease or other man-made or natural events or occurrences that can have an adverse effect on the demand for minerals and the

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Company's ability to conduct business. The Company has only a limited ability to insure against some of these risks.

(h)

General economic and financial market conditions

The operating and financial performance of the Company is influenced by a variety of general domestic and global economic and business conditions that are outside the control of the Company. There is a risk that prolonged deterioration in general economic conditions may impact the demand for mineral products and negatively impact the Company's financial performance, financial position, growth prospects and share price.

(i) Risk that expected future events may not occur

Certain statements in this document constitute forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance and achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Given these uncertainties, prospective applicants for New Shares should not place undue reliance on such forward-looking statements. In addition, under no circumstances should forward looking statements be regarded as a representation or warranty by the Company, or any other person referred to in this document, that a particular outcome or future event is guaranteed.

13. Custodian Certification

If on the Record Date you are a Custodian and hold Shares on behalf of one or more persons each of whom is an Eligible Shareholder (each, a Participating Beneficiary ), the Offer is made to you and you have the discretion whether to extend the Offer to the Participating Beneficiaries. You may apply up to a maximum of A$30,000 worth of New Shares for each Participating Beneficiary.

In any consecutive 12-month period, the Company can only issue to a Custodian Shares up to the value of A$30,000, unless the Custodian certifies in writing ( Custodian Certificate ):

(a) either or both of the following:
(i) that the Custodian holds Shares on behalf of one or more Participating Beneficiaries that are not Custodians; and
(ii) that another Custodian ( Downstream Custodian ) holds beneficial interests in Shares on behalf of one or more Participating Beneficiaries, and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

(iii) where paragraph 13(a)(i) applies – the Custodian; and
(iv) where paragraph 13(a)(ii) applies – the Downstream Custodian,

to apply for New Shares on their behalf under the Offer;

(b) the number of Participating Beneficiaries;
(c) the name and address of each Participating Beneficiary;
(d) in respect of each Participating Beneficiary:

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(i) where paragraph 13(a)(i) applies, the number of Shares that the Custodian holds on their behalf; and
(ii) where paragraph 13(a)(ii) applies, the number of Shares to which the beneficial interests relate;
(e) in respect of each Participating Beneficiary:
(i) where paragraph 13(a)(i) applies, the number or the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and
(ii) where paragraph 13(a)(ii) applies, the number or the dollar amount of New Shares they instructed the Downstream Custodian to apply for on their behalf;
(f) there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds A$30,000:
(i) the New Shares applied for by the Custodian on their behalf under the Offer in accordance with the instructions in paragraph 13(e); and
(ii) any other Shares issued to the Custodian in the 12 months before the application under the Offer as a result of an instruction given by them to the Custodian or Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Offer;
(g) that a copy of this document was given to each Participating Beneficiary; and
(h) where paragraph 13(a)(ii) applies, the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.

In providing a Custodian Certificate under this paragraph 13, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds beneficial interests in the Shares held by the Custodian.

If the Company is not satisfied with the Custodian Certificate (for whatever reason), the Company will not issue any New Shares to the Custodian on behalf of the relevant Participating Beneficiaries.

If you require a Custodian Certificate or require further information about the Custodian application process, you should contact the Share Registry.

If you hold Shares as a trustee or nominee for another person, but are not a Custodian as defined in the Glossary below, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings set out in paragraph 8 apply.

14. Effect of making an application and Shareholder certification

If you apply for New Shares (including (without limitation) by submitting payment by a BPAY[®] or electronic funds transfer ( EFT ) for Eligible Shareholders outside of Australia), you:

(a) will be deemed to have warranted and represented that you are an Eligible Shareholder and are eligible to participate in the Offer;
(b) irrevocably and unconditionally agree to the Terms & Conditions and the terms of the Application Form;
(c) acknowledge that your application will be irrevocable and unconditional;

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(d) certify and represent to the Company that you have not applied for more than A$30,000 worth of New Shares (subject, if applicable, to any valid Custodian Certificate (which is acceptable to the Company) which you have provided to the Company pursuant to paragraph 13 above in your capacity as a Custodian);
(e) certify that the total of the application price for the following does not exceed A$30,000 (irrespective of whether you may have received more than one Offer or received Offers in more than one capacity):
(i) the New Shares the subject of your application under the Offer;
(ii) any other New Shares issued to you under the Offer or any other Shares issued to you under any similar arrangement in the 12 months before the application under the Offer (excluding Shares applied for but not issued);
(iii) any other New Shares which you have instructed a Custodian to acquire on your behalf under the Offer; and
(iv) any other Shares issued to a Custodian under an arrangement similar to the Offer in the 12 months before the application under the Offer as a result of an instruction you have given to a Custodian,

(subject, if applicable, to any valid Custodian Certificate (which is acceptable to the Company) which you have provided to the Company pursuant to paragraph 13 above in your capacity as a Custodian);

(f) agree to be bound by the Company's constitution; and
(g) will be deemed to have made the following declarations and representations:
(i) you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States, and accordingly the New Shares may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction in the United States;
(ii) you are purchasing New Shares outside the United States in an “offshore transaction” (as defined in Rule 902(h) under the US Securities Act);
(iii) you represent and warrant that you are not in the United States and are not acting for the account or benefit of a person in the United States;
(iv) you agree not to send this document, the Application Form or any other material relating to the Offer to any person in the United States or elsewhere outside of Australia or New Zealand;
(v) you agree that if in the future you decide to sell or otherwise transfer the New Shares you will only do so in "regular way" transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States;
(vi) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are making an application is resident in Australia or New Zealand (except, with the written consent of the Company, in another country in compliance with the applicable laws), and is not in the United States and is not acting for the account or benefit of a person in the United States, and you have not sent and will not send, this document, the Application Form or any information related to the Offer to any person

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outside of Australia or New Zealand (except, with the written consent of the Company, in another country in compliance with the applicable laws);

(vii) you are in compliance with all relevant laws and regulations (including, without limitation, section 1043A of the Corporations Act (insider trading) and sections 241 to 243 of the Financial Markets Conduct Act 2013 (insider trading) and laws and regulations designed to restrict terrorism financing and/or money laundering;
(viii) you are not a "designated person" or "designated entity" (or other like term) for the purpose of any domestic or international law or regulation implementing United Nations sanctions; and
(ix) you acknowledge that the market price of Shares may rise or fall between the date this Offer commences and the date when New Shares are allotted and issued to you under the Offer and that the price you pay per New Share pursuant to this Offer may exceed the price of Shares at the time the New Shares are allotted and issued to you under the Offer.

15. Offer costs

The only cost associated with the Offer is the Issue Price for the number of New Shares for which you wish to subscribe. You do not have to pay for brokerage, commission or other transaction costs which would normally apply when you acquire Shares on market.

16. Issue of New Shares and variation on number of New Shares issued

The New Shares will be issued on the Issue Date (unless otherwise determined by the Directors, subject to compliance with the ASX Listing Rules).

The Share Registry will send to you a holding statement in due course following the Issue Date.

If an application is refused in whole or in part, the relevant Application Monies will be returned to the applicant without interest and at the applicant’s sole risk. If required, the Company may also scale back applications in such manner as the Directors see fit.

The Company intends to raise up to A$1 million through the Offer but reserves the right to accept oversubscriptions above A$1 million or increase the size of the Offer (subject to compliance with ASX Listing Rules) in its absolute and sole discretion.

In accordance with ASX Listing Rules 7.2 (Exception 5) and 10.12 (Exception 4), the total number of New Shares issued under the Offer must not exceed 30% of the number of Shares currently on issue.

17. What rights will the New Shares carry?

Once the New Shares are issued, they will rank equally with existing Shares and will carry the same voting rights, dividend rights and other entitlements.

18. Can the Company change, suspend or terminate the Offer?

The Company may at any time change, suspend or terminate the Offer. If the Company changes, suspends or terminates the Offer it will advise Shareholders through an ASX announcement. The accidental omission to give notice of changes to or suspension or termination of the Offer or the non-receipt of any such notice will not invalidate the change, suspension or termination.

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19. Directors' participation

Subject to ASX Listing Rule 10.12 (Exception 4) being satisfied at the date of the issue of the New Shares, Directors who are Eligible Shareholders may (without having to obtain prior Shareholder approval), participate in the Offer, on the same terms as all other Eligible Shareholders.

20. How do you pay for the New Shares?

All amounts in the Offer are expressed in Australian dollars. You must pay for the New Shares either by making payment via BPAY[® ] (for Eligible Shareholders with an eligible Australian bank account) or EFT using the payment instructions on your personalised Application Form.

A New Zealand shareholder that is unable to pay by BPAY[®] will be offered EFT details on their personalised Application Form.

It is your responsibility to ensure funds are submitted correctly so they are received by 5:00pm (AWST) on the Closing Date. You should be aware of your financial institution's cut-off time.

21. Can I pay with cash, cheque or money order?

No, cash, cheques and money orders will not be processed and will be returned to applicants.

22. Please provide payment for the exact amount

If you do not provide the exact amount of Application Monies, the Company reserves its right to return your monies or round your Application Monies down to the next valid parcel. If the Company returns your Application Monies, no New Shares will be issued to you.

If you make a BPAY[®] or EFT payment and do not provide the exact amount, you will, subject to the Terms & Conditions, be deemed to have applied for such New Shares for which you have paid.

23. Dispute resolution

The Company may settle any dispute in connection with the Offer in any manner it thinks fit, whether generally or in relation to any participant, application or Share. The Company's decision will be final and binding.

The Company reserves its right to waive strict compliance with any provision of the Terms & Conditions.

24. Quotation and registration of your Shares

The Company will apply for the New Shares issued to you to be quoted on ASX within the relevant period required by the ASX Listing Rules.

The Company participates in CHESS. Under CHESS, you will not receive a share certificate but will receive a statement of your holding of Shares. The CHESS statement will prescribe the number of New Shares issued pursuant to the Offer, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the New Shares.

If you are broker sponsored, ASX Settlement will send you a CHESS statement.

If you are registered on the Issuer Sponsored Subregister, the Share Registry will dispatch your statement, which will contain the number of New Shares issued to you under the Offer and your security holder reference number.

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25. No liability

The Company, including its officers and agents, are not liable for any consequences of the exercise or non-exercise of its discretions referred to in these Terms & Conditions.

26. Privacy

By receiving applications, the Company collects personal information about Shareholders. The Company will use this information for the purposes of processing the application and updating the records of the Company. To the extent restricted by law, the Company will not disclose personal information about a Shareholder to a third party. To the extent permitted by law, Shareholders are able to access, upon request, personal information held about them by the Company.

27. Governing law and jurisdiction

These Terms & Conditions are governed by the laws in force in Western Australia. Any dispute arising out of or in connection with these Terms & Conditions, or the offer of New Shares, will be determined by the courts of Western Australia. By accepting this Offer, you agree to submit to the non-exclusive jurisdiction of the courts in Western Australia.

HOW DO YOU APPLY FOR NEW SHARES UNDER THE OFFER

If you wish to participate in the Offer please read the Terms & Conditions carefully. If you wish to participate in the Offer you must subscribe for:

(a) a minimum parcel of A$999.90 worth of New Shares;
(b) a parcel of A$1,999.80 worth of New Shares;
(c) a parcel of A$4,999.80 worth of New Shares;
(d) a parcel of A$9,999.90 worth of New Shares;
(e) a parcel of A$15,000.00 worth of New Shares;
(f) a parcel of A$19,999.80 worth of New Shares; or
(g) a maximum parcel of A$30,000.00 worth of New Shares.

Application Forms and payments under the Offer are irrevocable and may not be withdrawn once the Company receives it. Applications may be scaled back at the absolute discretion of the Company.

If you make a BPAY® or EFT payment, you do not need to return the Application Form. However, you must quote your reference number provided on your personalised Application Form which will process your payment to your entitlement. Please ensure you make a payment for the exact amount of the New Share parcel for which you wish to subscribe. You will be deemed to have applied for such parcel of New Shares for which you have paid, subject to the Terms & Conditions. You should also be aware of your financial institution's cut-off time. It is your responsibility to ensure funds are submitted correctly so they are received by 5:00pm (AWST) on the Closing Date.

By making your payment using BPAY or EFT, in addition to agreeing with the other Terms & Conditions, you represent to the Company and certify that the total of the application price for the matters set out in paragraph 14(e) does not exceed A$30,000.

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Application Monies must be paid in Australian dollars.

Ensure that your payment is received by the Share Registry by the Closing Date no later than 5:00pm (AWST) on Thursday, 25 May 2023 noting that Directors reserve the right to withdraw the Offer, close the Offer early or extend the Offer.

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GLOSSARY

A$ or $ means Australian dollar.

Application Form means the application form accompanying this document.

Application Monies means monies paid by Eligible Shareholders in respect of New Shares the subject of an application pursuant to the Offer.

ASIC means the Australian Securities and Investments Commission.

ASIC Instrument 2019/547 means ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 issued by ASIC (as amended from time to time).

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the official listing rules of ASX (as amended from time to time).

ASX Settlement means ASX Settlement Pty Limited (ACN 008 504 532).

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors.

Capital Raising means the SPP and the Placement.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement.

Closing Date has the meaning given in paragraph 2 of the Terms & Conditions.

Company or Caspin means Caspin Resources Limited (ACN 641 813 587).

Corporations Act means the Corporations Act 2001 (Cth).

Custodian has the meaning given in the ASIC Instrument 2019/547, being a person that provides a custodial or depository service in relation to shares of a body or interests in a registered scheme and who:

(a) holds an Australian financial services licence covering the provision of a custodial or depository service;
(b) is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depository service;
(c) holds an Australian financial services licence covering the operation of an investor directed portfolio service (IDPS) or is a responsible entity of an IDPS-like scheme;
(d) is a trustee of a self-managed superannuation fund or a superannuation master trust; or
(e) is a registered holder of shares or interests in the class and is noted on the register of members of the body or scheme as holding the shares or interests on account of another person.

Custodian Certificate has the meaning given to that term in paragraph 13 of the Terms & Conditions.

Directors means the directors of the Company from time to time.

Downstream Custodian has the meaning given to that term in paragraph 13 of the Terms & Conditions.

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EFT means electronic funds transfer.

Eligible Shareholder has the meaning given to that term in paragraph 3 of the Terms & Conditions.

General Meeting means the meeting of Shareholders expected to be held on Tuesday, 23 May 2023.

Issue Date means the date on which New Shares will be issued, which as at the date of this document is expected to be on Thursday, 1 June 2023.

Issue Price has the meaning given to that term in paragraph 6 of the Terms & Conditions.

Issuer Sponsored Subregister means that part of the register for a class of the Company's securities for which CHESS approval has been given in accordance with the operating rules of ASX Settlement that is administered by the Company (and not by ASX Settlement) and that records uncertificated holdings of securities.

New Shares means the Shares to be issued to Eligible Shareholders who accept the Offer.

Offer has the meaning given to that term at the head of the Terms & Conditions.

Opening Date has the meaning given in paragraph 2 of the Terms & Conditions.

Participating Beneficiary has the meaning given to that term in paragraph 13 of the Terms & Conditions.

Placement means the placement of 12,666,667 Shares to sophisticated and professional investors as announced by the Company on Tuesday, 11 April 2023.

Projects means the Yarawindah Brook Project and the Mount Squires Project.

Record Date has the meaning given to that term in paragraph 3 of the Terms & Conditions.

Register means the share register maintained by or on behalf of the Company in Australia.

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

Share Registry means Automic Group Limited.

Shareholder means a registered holder of a Shares.

Shortfall has the meaning given to that term in paragraph 11 of the Terms & Conditions.

SPP means the share purchase plan comprising the Offer.

Terms & Conditions means the terms and conditions of the Offer as expressly prescribed in this document.

US Securities Act has the meaning given in the ‘Important Notices’ section of this document.

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