CHARGER METALS NL — Capital/Financing Update 2021

Jul 6, 2021

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CHARGER METALS NL

ABN: 61 646 203 465

PROSPECTUS

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For an offer of 30,000,000 Shares at an issue price of $0.20 each to raise $6,000,000 (before costs)

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This Prospectus has been issued to provide information on the offer of 30,000,000 Shares at an issue price of $0.20 each to raise $6,000,000 (before costs) ( General Offer ).

This Prospectus also incorporates a priority offer as part of the General Offer to shareholders of Lithium Australia NL registered on a record date of 3 June 2021 ( LIT Offer ).

IMPORTANT INFORMATION

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD READ THIS DOCUMENT IN ITS ENTIRETY TO ASSIST IN DECIDING WHETHER OR NOT TO INVEST IN THE COMPANY.

YOU SHOULD ALSO CONSULT YOUR PROFESSIONAL ADVISERS BEFORE DECIDING WHETHER TO INVEST IN THE COMPANY. THE OFFERS DO NOT TAKE INTO ACCOUNT YOUR INVESTMENT OBJECTIVES, FINANCIAL SITUATION OR PARTICULAR NEEDS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS IN PART D OF SECTION 5 AND SECTION 8 IN LIGHT OF YOUR CIRCUMSTANCES.

INVESTMENT IN THE SHARES OFFERED BY THIS PROSPECTUS SHOULD BE CONSIDERED AS HIGHLY SPECULATIVE IN NATURE AND INVESTORS SHOULD BE AWARE THAT THEY MAY LOSE SOME OR ALL OF THEIR INVESTMENT.

THIS PROSPECTUS MAY NOT BE RELEASED TO US WIRE SERVICES OR DISTRIBUTED IN THE UNITED STATES OF AMERICA

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Lead Manager - Pamplona Capital Pty Ltd

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TABLE OF CONTENTS

1.	CORPORATE DIRECTORY	3
2.	IMPORTANT NOTICE	4
3.	KEY DATES AND OFFER INFORMATION	9
4.	CHAIRMAN’S LETTER TO INVESTORS	11
5.	INVESTMENT OVERVIEW	12
6.	DETAILS OF THE OFFER	40
7.	COMPANY AND PROJECT OVERVIEW	46
8.	RISK FACTORS	68
9.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE	71
10.	INDEPENDENT TECHNICAL ASSESSMENT REPORT	85
11.	INDEPENDENT LIMITED ASSURANCE REPORT Error! Bookmark not defined.
12.	SOLICITORS’ REPORT ON TENEMENTS	159
13.	MATERIAL CONTRACTS	209
14.	ADDITIONAL INFORMATION	215
15.	GLOSSARY	227
16.	DIRECTORS’ AUTHORISATION AND CONSENT	230

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1. CORPORATE DIRECTORY

Directors

Solicitors to the Offers

David Crook Managing Director and Chief Executive Officer

Poplar Legal 1202 Hay Street West Perth, Western Australia 6005

Terry Gardiner Non-Executive Chairman

Alan Armstrong Non-Executive Director

Company Secretary

Author of the Solicitors’ Tenement Report

Jonathan Whyte

Mining Access Legal 28/168 Guildford Road Maylands, Western Australia 6051

Company’s Registered Office

Auditor*

Unit 32, Level 3, 22 Railway Road Subiaco, Western Australia 6008

Nexia Perth Audit Services Pty Ltd Level 3, 88 Williams Street Perth, Western Australia 6000

Company’s Contact Details

Author of the Independent Technical Assessment Report

Telephone: +61 8 6146 5325

Email: admin@chargermetals.com.au

Dr John Chisholm Continental Resource Management Pty Ltd 10 Hehir Street Belmont, Western Australia 6104

Website: www.chargermetals.com.au

Investigating Accountant

Share Registry*

Nexia Perth Corporate Finance Pty Ltd Level 3, 88 Williams Street Perth, Western Australia 6000

Advanced Share Registry Ltd 110 Stirling Highway Nedlands, Western Australia 6009 Telephone: +61 8 9389 8033

Lead Manager to the Offers

Company’s Proposed ASX Code

Pamplona Capital Pty Ltd Authorised Representative of Symmetry Group Pty Ltd AFSL 426385 239 Hay Street Subiaco, Western Australia 6008

CHR

*The names of these entities are included for information purposes only and they have not been involved in the preparation or issue of this Prospectus.

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2. IMPORTANT NOTICE

This Prospectus is dated 27 May 2021 and was lodged with ASIC on that date. Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No person or entity is authorised to give any information or make any representation in connection with the Offers that is not contained in this Prospectus. Any information or representation not contained in this Prospectus must not be relied on as having been authorised by the Company in connection with the Offers or this Prospectus.

No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made to the ASX within seven (7) days after the date of this Prospectus for Quotation of the Shares offered under this Prospectus.

It is important that applicants read this Prospectus in its entirety and, if applicants are in any doubt about whether to apply for Shares or applicants have any questions, they should seek professional advice. The Shares the subject of this Prospectus should be considered as highly speculative in nature.

None of the Company, the Directors or any other person gives any guarantee as to the success of the Company, the repayment of capital, the payment of dividends, the future value of the Shares or the price at which Shares will trade on the ASX.

2.1 EXPOSURE PERIOD

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of seven (7) days from the date of lodgement of the Prospectus with ASIC. This period may be extended by ASIC for a further period of seven (7) days.

This Prospectus will be circulated during the exposure period. The purpose of the exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds, which examination may result in the identification of deficiencies in the Prospectus. In that event, any application that has been received will be dealt with in accordance with section 724 of the Corporations Act.

Applications for Shares under this Prospectus will not be processed by the Company until after the exposure period. No preference will be given to applications received by the Company during the exposure period.

2.2 ELECTRONIC PROSPECTUS AND APPLICATION FORMS

This Prospectus will be issued in paper form and as an electronic prospectus that may be accessed on the internet at the Company’s website at www.chargermetals.com.au. If you have received or accessed this Prospectus as an electronic prospectus for the purpose of making an investment in the Company, please ensure that you have received the entire Prospectus accompanied by an Application Form. If you have not, please contact the Company (see the Corporate Directory in Section 1 for the Company’s contact details) and the Company will send you, at no cost to you, either a hard copy or a further electronic copy of the Prospectus prior to the Closing Date.

If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian or New Zealand resident and must only access this Prospectus from within Australia or New Zealand.

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The Corporations Act prohibits any person passing an Application Form on to another person unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

2.3 WEBSITE

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

2.4 APPLICANTS OUTSIDE AUSTRALIA

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 any such restrictions. A failure to comply with these restrictions may violate applicable securities laws. This Prospectus 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 Prospectus. If you are a resident of a country other than Australia or New Zealand you should consult your professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. If you are outside Australia or New Zealand it is your responsibility to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained. No action has been taken by the Company to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside of Australia and New Zealand.

2.5 PRIVACY STATEMENT

If you complete an Application Form you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, and, if your application is successful, to service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

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

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registry whose contact details are set out in the Corporate Directory in Section 1.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.

You should note that if you do not provide the information required on the Application Form the Company may not be able to accept or process your application.

The Company's Privacy Policy at http://chargermetals.com.au/privacy includes additional information about the way the Company handles personal information, including how to

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seek access or correction of your personal information, and how to complain if you believe we have breached our privacy obligations and how we will handle your complaint. For further information you may also contact our Privacy Officer by email at admin@chargermetals.com.au or by mail to Privacy Officer, Charger Metals, Unit 32, Level 3, 22 Railway Road, Subiaco Western Australia 6008.

2.6 NOT INVESTMENT ADVICE

The information contained in this Prospectus 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 prospective investor. This Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its securities or any other financial products.

2.7

STATEMENTS OF PAST PERFORMANCE

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

2.8 NO COOLING OFF RIGHTS

Cooling off rights do not apply to an investment in Shares offered under this Prospectus. This means that, in most circumstances, you cannot withdraw your application.

2.9 FORWARD-LOOKING STATEMENTS

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

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding intentions, future events and actions that, as at the date of this Prospectus, are expected to take place. They are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the Company’s management, which could cause these future acts, events and circumstances to differ from the way or manner in which they are expressly or implicitly portrayed in this Prospectus. Some of these risk factors are set out in the Key Risks in Part D of the Investment Overview in Section 5 and the Risk Factors in Section 8.

The Company does not intend to update or review forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

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

2.10 PHOTOGRAPHS AND DIAGRAMS

Photographs used in this Prospectus that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Any diagram appearing in this Prospectus is illustrative only and may not be drawn to scale.

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2.11 DEFINITIONS

Throughout this Prospectus abbreviations and defined terms are used. Defined terms are generally identifiable by the use of an upper-case first letter. Those relevant to mineral exploration are contained in the Glossary located in the Independent Technical Assessment Report in Section 10, and other abbreviations and defined terms are contained in the Glossary in Section 15.

2.12 COMPETENT PERSONS STATEMENT

The information contained in Sections 7 and 10 of this Prospectus that relates to exploration results or any related assessments and interpretations is based on information compiled by Dr John Chisholm of Continental Resource Management Pty Ltd. Dr Chisholm is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience relevant to the styles of mineralisation under consideration and to the activity which he has undertaken to qualify as a Competent Person as defined in the JORC Code. Dr Chisholm consents to the inclusion in Sections 7 and 10 of this Prospectus of this information in the form and context in which it appears. The Company is not aware of any new information or data that materially affects this information in this Prospectus.

2.13 CONTINUOUS DISCLOSURE OBLIGATIONS

Following the admission of the Company to the Official List, the Company will be a “disclosing entity” (as defined in section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all ASX listed companies, the Company will be required to continuously disclose to the market any information it has which a reasonable person would expect to have a material effect on the price or the value of the Shares.

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

2.14 FINANCIAL FORECASTS AND CASHFLOW PROJECTIONS

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and consider that they do not have a reasonable basis to forecast future earnings for the Company. Given the highly speculative nature of mineral exploration and the early stage of the Projects there are significant uncertainties associated with the future revenue earning potential of the Company and the timing and sustainability of the cash flow. On the basis of these inherent uncertainties, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that the Directors believe that reliable best estimate forecasts cannot be prepared and accordingly have not included forecasts or projection in this Prospectus.

2.15 CLEARING HOUSE ELECTRONIC SUB-REGISTER SYSTEM (CHESS) AND ISSUER SPONSORSHIP

The Company will apply to participate in the Clearing House Electronic Sub-register System ( CHESS ). CHESS is operated by ASX Settlement Pty Ltd, a wholly owned subsidiary of the ASX, in accordance with the Listing Rules and the ASX Settlement Operating Rules. On admission to CHESS, the Company will operate an electronic issuer-sponsored subregister and an electronic CHESS sub-register. The two sub-registers together will make up the Company’s principal register of Shares.

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Under CHESS the Company will not issue Share certificates to investors. Instead holders of Shares will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASX Settlement Pty Ltd will send a CHESS statement. This statement will also advise investors of either their Holder Identification Number (HIN) in the case of a holding on the CHESS sub-register or a Security Holder Reference Number (SRN) in the case of a holding on the issuer sponsored sub-register.

A statement will be routinely sent to Security holders at the end of any calendar month during which their holding changes. A Security holder may request a statement at any other time however a charge may be incurred for additional statements.

2.16 CURRENCY

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. All references to "$" or "A$" are references to Australian dollars.

2.17 TIME

All references to time in this Prospectus are references to AWST, being the time in Perth, Western Australia, unless otherwise stated.

2.18 ENQUIRIES

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offers or how to accept the Offers please call the Company Secretary on +61 8 6146 5325.

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3. KEY DATES AND OFFER INFORMATION

INDICATIVE TIMETABLE*

Lodgement of Prospectus with ASIC	27 May 2021
Exposure Period begins	27 May 2021
LIT Offer Record Date	3 June 2021
Opening Date of the Offers	4 June 2021
Closing Date of the Offers 5.00pm (WST) on	17 June 2021
Issue Date of Shares under the Offers	1 July 2021
Despatch of holding statements	1 July 2021
Expected date for Quotation on ASX	8 July 2021

*The above dates are indicative only and may change without notice subject to the Corporations Act, ASX Listing Rules and other applicable laws. In particular, the Company reserves the right to extend the Closing Date or close the Offers (or any of them) early without notice, which may have a consequential effect on other dates set out above. The Company also reserves the right to not proceed with the Offers at any time before the issue of Shares to applicants.

KEY OFFER INFORMATION

Pro forma capital structure
Offer price per Share	$0.20
Shares offered for subscription: Assuming Minimum Subscription ($6,000,000)	30,000,000
General
Total Shares on issue as at the date of this Prospectus	8,250,001
Shares to be issued under Acquisition Agreements	12,150,000
Total Shares on issue after completion of the Offers (assuming Minimum Subscription)	50,400,001
Pro-forma Net Cash on Listing Date (after costs) Assuming Minimum Subscription ($6,000,000)	$5,554,839
Total Options on issue as at the date of this Prospectus Options issued to Board, Key Management Personnel and Consultants	3,400,000

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Vendor Options and Lead Manager Options (a) Vendor Options to be issued to Mercator Metals Pty Ltd or nominee (b) Lead Manager Options to be issued to Pamplona Capital Pty Ltd or nominee	1,000,000 1,600,000
Total Options on issue after completion of the Offers	6,000,000
Vendor Performance Rights under Acquisition Agreements	For the issue of up to 4,000,000 Shares

Please refer to Sections 7.11 and 7.12 for further details relating to the current and proposed capital structure of the Company.

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4. CHAIRMAN’S LETTER TO INVESTORS

Dear Investor

On behalf of the directors of Charger Metals NL (the Company or Charger), I am pleased to present this Prospectus for the Company’s initial public offer to raise $6,000,000 (before costs) and am delighted to invite you to become a shareholder in the Company.

The Company was incorporated on 27 November 2020 to acquire and explore interests in battery minerals and precious metals projects in Australia.

Charger has secured an option agreement to acquire a 70% interest in the Coates Ni-CuCo-PGE Project and the Lake Johnston Lithium and Gold Project in Western Australia (one tenement will be acquired 100%) and the Bynoe Lithium and Gold Project in the Northern Territory.

In addition, Charger has also entered into a separate option agreement to acquire an 85% interest in the Coates North Project which adjoins the Coates Ni-Cu-Co-PGE Project.

A summary of the terms of these option agreements and the various third party rights affecting the relevant tenements that comprise these Projects are contained in Section 13.

Following the recent success of Chalice Gold Mines Limited (Chalice) at Julimar in the Shire of Northam, Western Australia region, a significant amount of exploration funding has been raised by various parties to target what appears to be an emerging Ni-Cu-Co-PGE Province. The Coates Ni-Cu-Co-PGE Project has significant Ni-Cu-Co-PGE geochemistry anomalies justifying further exploration to test targets within 28 kilometres of the Julimar Project.

The Bynoe Lithium and Gold Project sits in an emerging lithium province that has demonstrated sizeable lithium deposits and which is attracting significant exploration interest. Both Charger’s Bynoe Lithium and Gold Project and Lake Johnston Lithium and Gold Project have had positive, albeit limited geochemistry and mapping programmes to date and Charger’s management is excited about further evaluating these opportunities.

Amongst Charger’s directors and management team are highly credentialed individuals with exploration, corporate, funding and/or M&A experience.

This Prospectus contains detailed information about the Offers and the Company. However, all investors should be aware of the highly speculative nature of mineral exploration and mining and the inherent risks it carries through events and circumstances which cannot all be foreseen or mitigated. Please read this Prospectus in its entirety carefully, especially the Key Risks in Part D of the Investment Overview in Section 5 and the Risk Factors in Section 8, and seek professional advice if necessary prior to making your informed decision to invest.

On behalf of the Directors, I am pleased to present this investment opportunity to you and look forward to you adding to your existing shareholding or welcoming you as a new Shareholder to share in what we believe are exciting times for Charger Metals NL.

Yours sincerely

Terry Gardiner Chairman

27 May 2021

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5. INVESTMENT OVERVIEW

The information contained in this Section is a summary only and is not intended to provide comprehensive details of the Offers. You should read this Prospectus in full including the Independent Technical Assessment Report in Section 10, the Independent Limited Assurance Report in Section 11, and the Solicitors’ Report on Tenements in Section 12 and, if in any doubt, you should consult with your professional advisers before deciding whether to apply for Shares.

Charger is a mineral exploration company and you should consider that an investment in the Company is highly speculative.

Item	Summary	Further	Further
		Information
A. Company
Who is the issuer of this Prospectus?	Charger Metals NL (ABN: 61 646 203 465), a public no liability company incorporated in Western Australia.		Section 7.1
What is the Company?	Charger was incorporated on 27 November 2020 as a public no liability company with the purpose of identifying, evaluating and, if warranted, acquiring battery minerals and precious metals projects in Australia that the Board considers will add Shareholder value. In December 2020, the Company entered into the Acquisition Agreements under which the Company has been granted an option to acquire (subject to various conditions precedent as set out in Sections 13.2 and 13.5) the following interests in the following Projects (Project Interests): (a) from Lithium Australia NL, a 70% interest in the Coates Ni- Cu-Co-PGE Project; (b) from Mercator Metals Pty Ltd, an 85% interest in Coates North Project (which adjoins the Coates Ni-Cu-Co-PGE Project); (c) from Lithium Australia, a 70% interest in the Bynoe Lithium and Gold Project; and (d) from Lithium Australia, a 70% interest in the Lake Johnston Lithium and Gold Project (with one tenement to be acquired 100%). A summary of the Acquisition Agreements and associated agreements relating to the tenements that comprise the Projects (Tenements) are set out in Sections 13.2-13.6. Other than as disclosed in this Prospectus, the Company presently has no business operations other than its proposed exploration of the Tenements in which the Project Interests are proposed to be acquired by the Company under the Acquisition Agreements and the Company has not undertaken any substantial activities since incorporation.		Sections 7.1 and 13.2-13.6

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What is the Company’s interest in the Projects and the Tenements?	Subject to completion occurring under the Acquisition Agreements, the Company will hold the Project Interests as set out above and will hold interests in the Tenements that broadly correspond with the Project Interests as set out in more detail in Sections 7.1-7.5 (but subject to some associated third-party agreements referred to below and summarised in Sections 13.3, 13.4 and 13.6). The Company’s Project Interests and interests in the Tenements will be subject to joint venture arrangements which are contained in the Acquisition Agreements, the key terms of which are summarised in Sections 13.2 and 13.5). In addition, upon completion of the Acquisition Agreements, Charger will become a party to the following agreements relating to some of the Tenements: (a) an agreement with Yankuang Pty Ltd under which Yankuang Pty Ltd has rights to bauxite on the tenement that comprises the Coates North Project; (b) an agreement with Okapi Resources Limited under which Okapi Resources Limited may earn a 75% interest (excluding lithium and associated minerals that occur within lithium- caesium-tantalum (LCT) pegmatites) in the Lake Johnston Lithium and Gold Project tenement that the Company is acquiring 100%; and (c) an agreement with Lefroy Exploration Limited by which Lefroy Exploration Limited grants lithium rights and which such rights form part of the Lake Johnston Lithium and Gold Project. (d) Summaries of the above agreements, and another associated agreement, are set out in Sections 13.3, 13.4 and 13.6. Refer to the Solicitors’ Report on Tenements in Section 12 for further detailed information on the Tenements. More detailed information relating to the technical aspects of the Tenements is contained in the Independent Technical Assessment Report in Section 10.	Sections 7.1, 13-2- 13.6, 10 and 12
Why is the Company issuing this Prospectus?	The purpose of this Prospectus is to: (a) make the Offers to raise a minimum of $6,000,000 (before costs); and (b) to assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List.
B. Business Model
What is the Company’s business model?	The Company is a highly speculative mineral exploration company. The Company aims to add shareholder value through the discovery and development of valuable minerals.	Sections 7.8 and 7.9

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	Following completion of the Offers, the Company’s proposed business model will be to explore and develop deposits located within the Tenements which have the potential to be developed into production. Section 7.9 contains a summary of the Company’s proposed exploration programmes and the proposed expenditure on such exploration programmes for the first two years following the Listing Date. The Company will also consider, where appropriate, acquiring interests (whether directly or indirectly) in additional resource projects and assets in Australia and/or overseas consistent with its objectives (although no such new projects have been identified as at the date of this Prospectus). A detailed explanation of the Company’s business model is provided in Section 7.8.
What are the Company’s key business objectives?	The Company’s immediate business strategy and objectives comprises: (a) conducting exploration activities on the Projects to identify early-stage exploration targets with the aim of defining valuable mineral resources that the Company can monetarise through either further development or sale; and (b) identifying new project acquisition targets. A detailed explanation of the Company’s business objectives is provided in Section 7.3. On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.	Sections 7.2 and 7.9
What are the key dependencies of the Company’s business model?	The key dependencies of the Company’s business model include: (a) completion occurring under the Acquisition Agreements; (b) maintaining title to the Project Interests; (c) retaining key personnel skilled in the mining and resources sector; (d) maintaining access to the Projects as necessary to conduct exploration activities; (e) having access to capital to fund exploration activities at the Projects and to develop the Projects and potentially make future acquisitions; (f) there being sufficient worldwide demand for battery minerals and precious metals; (g) the market price of battery minerals and precious metals remaining higher than the Company’s costs of any future production; and (h) having the ability to mitigate key risk factors set out in Part D below and in Section 8.	Section 7 and 8

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What is the Company’s growth strategy	The Company is currently focussed on completing its acquisition of the Project Interests under the Acquisition Agreements and subsequently conducting exploration activities at the Projects. If the Company’s exploration activities are successful and the Company identifies mineral deposits that are commercially viable to develop and mine, it will develop these deposits and commence mining activities. The Company will consider, where appropriate, acquiring interests (whether directly or indirectly) in additional resource projects and assets in Australia and/or overseas which contain or are prospective for (principally) battery minerals as well as base and precious metals projects (although no such new projects have been identified as at the date of this Prospectus).
C. Key Advantages
What are the key advantages of an investment in the Company?	Upon completion of the Offers, the Directors are of the view that an investment in the Company provides the following non-exclusive list of advantages: (a) As a new exploration-focussed company, the Company will, subject to raising the Minimum Subscription, immediately be able to focus on progressing the Projects through exploration activities and evaluation on the Tenements. (b) The Company has an experienced Board and management team with requisite exploration, corporate, funding and M&A experience. (c) Subject to raising the Minimum Subscription, the Company will have a strong financial position, with a pro forma net cash balance of $5,554,839 (after costs) to implement its exploration strategy.	Sections 8 and 9.1.

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D. Key Risks	D. Key Risks
What are the key risks of an investment in the Company?	You should be aware that there are a number of risks to the business, assets and operations of the Company that potentially influence the operating and financial performance of the Company. You should read this Prospectus in its entirety and, in particular, consider the key risk factors affecting the Company set out below and the Risk Factors in Section 8 before deciding whether to apply for Shares under this Prospectus. You are urged to consider those risks carefully and, if necessary, to also consult your professional advisers with any questions before deciding whether to invest in the Company. Some risks can be mitigated by the use of appropriate safeguards and appropriate systems and controls by the Company, however, some are unpredictable and outside the control of the Company and the extent to which they can be mitigated or managed is very limited or not possible. Set out below is a non-exhaustive list of key and specific risks to which the Company is exposed and that may have a direct influence on the Company and its activities or assets, therefore affecting the value of an investment in the Company. Further information regarding general industry risks, is set out in Section 8.	Section 8
Future Capital Requirements	Mineral exploration companies do not generally generate cash revenue. Accordingly, the Company may be required to raise new equity capital or access debt funding. 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 Company’s Projects or otherwise for the Company to undertake its business. No assurance can be given that the Company will be able to procure sufficient funding at the relevant times on the terms acceptable to it. Any additional equity financing will dilute the Company Shareholders, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is no guarantee that the Company will be able to secure any additional funding or be able to secure funding on favourable terms.
Equity Market Conditions	Shares listed on ASX, or any other securities market, and in particular securities of small companies engaged in exploration activities, 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. These security market conditions may affect the value of the Company's Shares regardless of the Company's operating performance.

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Commodity Prices and Exchange Rates Risk	Commodity prices (including Copper, Nickel, PGE’s, Lithium and Gold) 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 capital raising pursuant to the Offers and expenditure of the Company are, and will be, taken into account in Australian dollars, 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.
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 the Company may acquire will result in exploration 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 interests in tenements. Whilst the Company 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.
Nature of Mineral	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

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Exploration and Mining	activities may be impeded by circumstances and factors beyond the Company’s control. There can be no assurances that exploration and development at the Company’s Projects, 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 projects.
No Profit to Date and Limited Operating History	Having been incorporated on 27 November 2020, the Company has limited operating history. 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 its projects, 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.
Land Access Risks	A number of the Tenements overlie private land. The Company will require access agreements to be agreed and executed with respective landowners in order to perform work on a number of the Tenements. Inability to agree on an access agreement with a landowner on a Tenement area may inhibit the Company’s ability to execute its exploration programme in its preferred manner or delay the timing of the exploration programme. A number of Tenements also overlie granted reserves or proposed nature reserves in Western Australia. Consent of the Minister (WA) is required before for mining activities (including exploration) can occur on certain reserves including a Class C reserve. The Minister (WA) must consult with and obtain the recommendation of the relevant State

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	Minister (depending on the reserve purpose) and the responsible agency before granting consent. 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.
Contractual 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 Acquisition Agreements and associated agreements relating to the Tenements as summarised in Section 13. It is noted that the Vendors under the Acquisition Agreements, Lithium Australia NL and Mercator Metals Pty Ltd, have signed a letter of understanding with Australian Vanadium Limited under which the parties agree to collaborate to advance exploration and, if warranted, commercial development, joint venture or sale of exploration licences E70/5198 and E70/5437 (held by Lithium Australia NL and subject to the LIT Acquisition Agreement), retention licence R70/59 (held by Mercator Metals Pty Ltd and the subject of the Mercator Acquisition Agreement) and exploration licence E70-3924-I (held by Australian Vanadium Limited). No party under the letter of understanding gives any other party any right to acquire an interest in their tenements. Lithium Australia NL has warranted that, among other things, entering into the LIT Acquisition Agreement will not breach any other agreements. Likewise, Mercator Metals Pty Ltd has warranted that, among other things, entering into the Mercator Acquisition Agreement will not breach any other agreements. There are risks of breach by counterparties or by the Company (or its subsidiaries) in relation to contractual obligations and warranties 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. As at the date of this Prospectus, Charger will not acquire an interest in the Projects until all of the relevant conditions precedent in the Acquisition Agreements have been satisfied, which includes Charger receiving conditional approval for its admission to the Official List. As such Charger is not, as at the date of this Prospectus, the registered owner of the Tenements comprising the Projects (other than prospecting licences P70/1752 and P70/1753 in which Charger currently holds a 70% interest), details of which are set out in Section 7, the Independent Technical Assessment Report in section 10 and in the Solicitors’ Report on Tenements in Section 12. The Acquisition Agreements must be lodged with the Western Australian Office of State Revenue and Territory Revenue Office for the assessment of duty and stamping. Transfers to Charger of interests in the

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	Tenements the subject of the Acquisition Agreements cannot be registered in the name of Charger until such time as the duty is assessed and paid, and the stamped documents are received. Charger has registered caveats over each of the Tenements the subject of the Acquisition Agreements to protect its interests in them under the Acquisition Agreements. The Company’s ability to achieve its objectives and maintain its interest in all of the Project areas is also dependent upon it (and where Charger is not currently the holder of a registered interest in those Tenements, the holder of the relevant Tenements ie. Lithium Australia NL and Mercator Metals Pty Ltd) complying with all the terms and conditions of the relevant Tenements and any other relevant legislation. Any failure to comply with these obligations may result in the Company not being able to maintain an interest in the Tenements which may have a material adverse effect on the Company’s operations and performance and the value of the Shares. The Company has no current reason to believe that Lithium Australia NL or Mercator Metals Pty Ltd, the current owners of the Projects and the Vendors under the Acquisition Agreements, will not meet and satisfy its obligations under the Acquisition Agreement.
Operational Risks	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.
Native Title and Aboriginal Heritage Risks	The Tenements are subject to native title claims, or native title determinations, or 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 with native title holders or claimants with rights over any of the mining tenements held or acquired by the Company. In addition, determined native title holders may seek compensation under the Native Title Act for the impacts of acts affecting native title rights and

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	interests after the commencement of the_Racial Discrimination Act 1975_ (Cth) on 31 October 1975. The State of Western Australia has passed liability for compensation for the impact of the grant of mining tenements under the Mining Act onto mining tenement holders pursuant to section 125A of the Mining Act (WA). Outstanding compensation liability will lie with the current holder of the Tenements at the time of any award of compensation pursuant to section 125A of the Mining Act (WA) or, in the event there is no holder at that time, the immediate past holder of the relevant Tenement(s). Compensation liability may be determined by the Federal Court or settled by agreement with native title holders, including through ILUAs (which have statutory force) and common law agreements (which do not have statutory force). At this stage, the Company is not able to quantify any potential compensation payments, if any. The presence of Aboriginal sacred sites and cultural heritage artefacts on the mining tenements is protected by Western Australian and Commonwealth laws and laws of the Northern Territory. 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. 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.
Environmental Risks	The minerals and mining industry has become subject to increasing environmental regulations and liability. The potential for liability is an ever-present risk. The operations and proposed activities of the Company are subject to Western Australian State, Northern Territory 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 or delay exploration and mining activity in certain areas.

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Climate Change Risks	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.
Reliance on Key Personnel	The Company’s key personnel consist of two non-executive Directors and a Managing Director and a Company Secretary. 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.
No Dividends	The Company has never paid a dividend. The Company does not currently intend to pay any dividends while it has no income. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company. Furthermore, the Company may be subject to contractual restrictions on, or prohibitions against, the payment of dividends from time to time.

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Title Risk	The Company may lose title to, or interests in, its tenements, 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.
Regulation Risk	Adverse changes in Western Australian, Northern Territory or Commonwealth government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, state border access and mining and exploration activities of the Company. The current system of exploration and mining permitted in Western Australia and the Northern Territory 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.
Exploration Costs Risk	The exploration costs of the Company (summarised in Section 7.9) are based on certain assumptions with respect to the method and timing of exploration. By their nature these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s operating and financial performance and the value of the Shares.
Litigation Risk	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.
New Projects and Acquisitions Risk	The Company may make acquisitions in the future as part of future growth plans (although no such new projects have been identified as at the date of this Prospectus). 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 the Company’s Shareholders. Such acquisitions may result in the use of

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	the Company’s cash resources and/or the issuance of equity securities, which will dilute shareholdings.	the Company’s cash resources and/or the issuance of equity securities, which will dilute shareholdings.	the Company’s cash resources and/or the issuance of equity securities, which will dilute shareholdings.
Liquidity Risk	A significant number of the Shares on issue prior to the completion of the Offers (which current Shares constitutes approximately 16.4% of the total Shares on issue on completion of the Offers on an undiluted basis and assuming Minimum Subscription) are likely to be classified as restricted securities by the ASX and therefore be escrowed. This may cause a liquidity risk for the Shares given a large percentage of the Shares may not be traded for up to 24 months. Furthermore, there is no guarantee that there will be an ongoing liquid market for Shares.
COVID-19 Risks	The global economic outlook is facing continuing uncertainty due to the current COVID-19 pandemic, which has been having, and will likely continue to have, a significant impact on global capital markets, commodity prices and foreign exchange rates. The likelihood and severity of any potential impacts are however very difficult to predict. To date, the COVID-19 pandemic has not had any material impact on the Company’s operations, however, any infections on site or otherwise affecting the Company could result in delays or suspensions of the Company's operations. Governmental measures in Australia and overseas to limit the transmission of the virus (such as travel bans and quarantining) may, in addition to the general level of economic uncertainty caused by the COVID-19 pandemic, also adversely impact the Company’s operations.
E. Directors and Key Management Personnel
Who are the Directors and Key Management Personnel?		The Board is comprised of: (a) David Crook (Managing Director and Chief Executive Officer); (b) Terry Gardiner (Non-Executive Chairman); and (c) Alan Armstrong (Non-Executive Director). (d) Jonathan Whyte is the Company’s Chief Financial Officer and Company Secretary.	Sections 9.1 and 9.2
What experience do the Directors and Key Management Personnel have?		David Crook BSc, GAICD, MAIG, MAusIMM Managing Director and Chief Executive Officer Mr David Crook is an experienced Managing Director with a strong technical and commercial background. Mr Crook has 40 years’ experience as a geologist with a demonstrated discovery and production record including in nickel, gold, caesium and lithium, which included 16 years as Managing Director of ASX- listed Pioneer Resources Limited. Mr Crook was part of the geological teams that made discoveries at Mt Jewell (gold), Sinclair (Caesium), Dome North (Lithium), Kalpini and Goongarrie (Nickel Laterite) and Gidgee Gold Mine (gold).	Sections 9.1 and 9.2

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David Crook BSc, GAICD, MAIG, MAusIMM (Continued) Managing Director and Chief Executive Officer Recently Mr Crook consulted to Lithium Australia NL where he was tasked with the role of reducing its exploration expenditure commitments and risk whilst maintaining exposure to a potential supply of battery minerals. Mr Crook saw significant potential in Lithium Australia NL’s exploration portfolio and decided to incorporate Charger Metals NL with a view to acquiring available non-core assets of Lithium Australia NL and aggregating them with battery minerals and precious metals projects in Australia and listing Charger on the ASX. Terry Gardiner BBus Non-Executive Chairman

Mr Gardiner was appointed to the Board of Directors upon incorporation. He has strong experience in capital raising, support, promotion and corporate advisory services to listed companies in Australia and overseas. He has 30 years’ experience investing in capital markets and extensive experience in funds management for sophisticated and private investors. He is currently a Non-Executive Director of Cazaly Resources Limited and Galan Lithium Limited. He is also an Executive Director of Barclay Wells Ltd, a boutique stock broking firm with offices in Perth and Melbourne. Alan Armstrong BBus, CA, GAICD Independent Non-Executive Director Mr Alan Armstrong was appointed to the Board of Directors upon incorporation. He is an experienced director with a demonstrated history of working in the mining and metals industry. He has strong business development professional experience, holds a Grad Dip CA from The Institute of Chartered Accountants Australia and is a member of the Australian Institute of Company Directors. Jonathan Whyte BComm CAANZ Chief Financial Officer and Company Secretary Mr Whyte is a Chartered Accountant with extensive corporate, company secretarial and financial accounting experience across a number of listed and unlisted resource sector companies. Mr Whyte has also previously worked in the investment banking sector in London over a period of 6 years for Credit Suisse and Barclays Capital Plc.

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	What benefits are being paid to the Directors?	The Company has entered into a consultancy agreement with an entity controlled by Mr David Crook, Oresource Pty Ltd as trustee for the Oresource Trust, with respect to Mr Crook’s position as Managing Director and Chief Executive Officer of the Company. The Company has also entered into an agreement with Mr Crook directly appointing him as Managing Director and Chief Executive Officer. The monthly minimum retainer payable under these arrangements is $10,240 (excluding GST). This monthly retainer represents payment for a minimum of 8 days’ work by Mr Crook per month. Where more hours are required to be worked by Mr Crook in any month then the additional hours worked will be charged at $640 per half day (plus GST). In addition to the cash remuneration, Oresource is entitled to be issued, and has been issued, the following Shares and Options: (a) 150,000 Shares; and (b) 500,000 Options with a $0.30 exercise price and expiry date 3 years from the Listing Date (refer to Section 14.2(b) for the terms and conditions of the Options). Annual directors’ fees will be paid to each of the Non-Executive Directors as follows: (a) $50,000 payable to Mr Alan Armstrong; and (b) $50,000 payable to Mr Terry Gardiner. In addition, from 1 March 2021 until the Listing Date, the Non- Executive Directors will be entitled to a base fee as follows: (a) $25,000 per annum payable to Mr Alan Armstrong; and (b) $25,000 per annum payable to Mr Terry Gardiner. In addition to the annual directors’ fees, the Non-Executive Directors are entitled to, and have been issued, the following Shares and Options: (a) Mr Alan Armstrong - 50,000 Shares and 250,000 Options with a $0.30 exercise price and an expiry date 3 years from the Listing Date (refer to Section 14.2(b) for the terms and conditions of the Options); and (b) Mr Terry Gardiner - 50,000 Shares and 650,000 Options with a $0.30 exercise price and expiry date 3 years from the Listing Date (refer to Section 14.2(b) for the terms and conditions of the Options).	Section 9.3 and 9.5

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What are the Directors’ and Key Management Personnel’s interests in the Company?	At the date of this Prospectus, each Director and Key Management Personnel holds the following Securities in the Company: Director No. of Shares No. of Options5 David Crook1 550,001 500,000 Alan Armstrong2 50,000 250,000 Terry Gardiner3 250,000 650,000 Jonathan Whyte4 100,000 200,000	Section 9.3 and 9.5
	(1) Mr David Crook holds the Shares and Options in the Company both directly and indirectly through the Parkway Super Fund of which Mr Crook is the trustee. The Options and 150,000 Shares were issued as remuneration pursuant to the Oresource Consultancy Agreement with Mr Crook’s controlled entity the material terms of which are summarised in Section 9.5. The remainder of the Shares were issued at $0.05 per Share under a seed capital raising conducted by the Company in January 2021. (2) Mr Alan Armstrong holds the Shares and Options in the Company directly. The Shares and Options were issued as remuneration pursuant to Mr Armstrong’s Non-Executive Director Service Agreement the material terms of which are summarised in Section 9.5. (3) Mr Terry Gardiner holds the Shares and Options in the Company both directly and indirectly through the Terry James Gardiner Super Fund of which Mr Gardiner is the trustee. The Options and 50,000 Shares were issued as remuneration pursuant to Mr Gardiner’s Non- Executive Director Service Agreement the material terms of which are summarised in Section 9.5. The remainder of the Shares were issued at $0.05 per Share under a seed capital raising conducted by the Company in January 2021. (4) Mr Jonathan Whyte holds the Shares and Options in the Company both directly and indirectly through Keyport Investments Pty Ltd, a company in which Mr Whyte is a director and shareholder. The Options were issued pursuant to the Company Secretarial Agreement (see Section 9.2(b)). The Shares were issued at $0.05 per Share under a seed capital raising conducted by the Company in January 2021. (5) The Options have a $0.30 exercise price and expire 3 years from the Listing Date. Full terms and conditions of the Options are set out in Section 14.2(b).
What related party agreements are the Company a party to?	The Company has entered into the following related party transactions: (a) Oresource Consultancy Agreement with Oresource Pty Ltd (an entity controlled by Mr David Crook), as trustee for the Oresource Trust and a Managing Director Agreement with Mr Crook; (b) Non-Executive Director Agreements with Messrs Terry Gardiner and Alan Armstrong; and (c) Deeds of Indemnity, Insurance and Access with the Directors.	Section 9.5

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Who will the Set out below are the Shareholders expected to hold 5% or more Section substantial of the Shares on issue upon completion of the Offers on an 7.14 shareholders of undiluted and diluted basis, being the Vendors under the the Company Acquisition Agreements. This assumes that no existing be? significant Shareholder or any Vendor subscribes for and is allotted additional Shares pursuant to the Offers.

Lithium Australia NL	Lithium Australia NL	Percentage (undiluted(1))	Percentage (diluted(2))
Shares	9,600,000	19.05%	15.89%
Vendor Options	nil
Vendor Performance Rights(3)	For the issue of up to 2,000,000 Shares		3.31%
Total		19.05%	19.21%
Mercator Metals Pty Ltd or nominee
Shares	2,550,000	5.06%	4.22%
Vendor Options (4)	1,000,000		1.66%
Vendor Performance Rights(5)	For the issue of up to 2,000,000 Shares		3.31%
Total		5.06%	9.19%
Notes: (1) Assumes none of the Options on issue upon completion of the Offers (see Section 7.11) are exercised and the Vendor Performance Rights (see Section 7.13) have not converted to Shares. (2) Assumes each of the Options on issue upon completion of the Offers (see Section 7.11) are exercised and the Vendor Performance Rights (see Section 7.13) have converted to Shares (3) See Section 7.13 for details of the circumstances in which the Vendor Performance Rights convert to Shares under the LIT Acquisition Agreement (4) See Section 14.2(b) for details of the terms and conditions of the Vendor Options (5) See Section 7.13 for details of the holder of the Vendor Performance Rights and the circumstances in which the Vendor Performance Rights under the Mercator Acquisition Agreement convert to Shares

The Company will announce to the ASX details of its top 20 Shareholders after completion of the Offers and prior to the Shares commencing trading on the ASX.

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F. Financial Information	F. Financial Information
What is the Company’s financial position?	Having been incorporated on 27 November 2020, the Company does not have any operating history on which an evaluation of its prospects can be made and has limited historical financial performance. The Company will only commence its own detailed exploration activities at the Projects once it has been admitted to the Official List. Accordingly, the Company is not able to disclose any key financial ratios. Historical financial information of the Company and pro forma historical financial information of the Company is included in the Independent Limited Assurance Report contained in Section 10. Potential investors should read the Independent Limited Assurance Report in full. The audited reviewed interim financial statements for the Company for the period from incorporation to 31 December 2020 were signed 23 April 2021. The Company will give a copy of these statements to any person who requests one during the Offer period, free of charge.	Section 10
What is the financial outlook for the Company?	Given the current status of the Projects and the highly speculative nature of the Company’s business, the Directors do not consider it appropriate to forecast future earnings. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis.	Section 2.14

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G. Summary of the Offers	G. Summary of the Offers
What is being offered?	The General Offer offers 30,000,000 Shares at an issue price of $0.20 per Share to raise $6,000,000 (before costs). The General Offer includes the priority LIT Offer to Eligible LIT Shareholders. The Shares issued under this Prospectus are new shares which will rank equally with the Shares already on issue.	Section 6.2
Is there a minimum subscription under the Offers?	Yes. The minimum amount to be raised under the Offers is $6,000,000 (before costs) by the issue of 30,000,000 Shares at an issue price of $0.20 per Share. No oversubscriptions in addition to the Minimum Subscription will be accepted.	Sections 6.7 and 6.8
What are the purposes of the Offers?	The purpose of the Offers are to: (a) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List; (b) facilitate the Company meeting a condition precedent in the Acquisition Agreements (being the Company receiving conditional listing approval from ASX to be admitted to the Official List); (c) provide the Company with additional funding: (i) to conduct exploration activities on the Projects; (ii) for considering acquisition opportunities that may be presented to the Board from time to time; (iii) to meet the costs of the Offers and to fund administration costs; and (iv) so as to position the Company to achieve the objectives set out in Part B above. (d) The Company intends on applying the funds raised under the Offers together with its existing cash reserves in manner detailed in Section 7.10. The Board believes that on completion of the Offers, the Company will have sufficient working capital to achieve its objectives.	Section 6.9 and 7.10

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What is the effect of the Offers on the capital structure of the Company?	If the Minimum Subscription is raised, the Shares issued under the Offers will represent 59.5% of the undiluted issued share capital of the Company immediately following completion of the Offers. The Company will also issue the following Securities prior to the Company being admitted to the Official List: (a) 1,600,000 Lead Manager Options under the Lead Manager Mandate (see Section 13.7 for a summary of the Lead Manager Mandate); and (b) 1,000,000 Vendor Options to Mercator Metals Pty Ltd or nominee under the Mercator Acquisition Agreement (see Section 13.5 for a summary of the Mercator Acquisition Agreement). The terms of the Lead Manager Options and the Vendor Options are set out in Section 14.2(b). In addition, on and from the Company being admitted to the Official List, Vendor Performance Rights under the Acquisition Agreements may convert into up to 4,000,000 Shares. See Section 7.13 for details of the Vendor Performance Rights.	Sections 7.12, 7.13, 13.2 and 13.7
Are the Offers underwritten?	The Offers are not underwritten.
Who is the Lead Manager of the Offers?	The Company has appointed Pamplona Capital Pty Ltd as Lead Manager to the Offers. The Lead Manager will receive a cash fee of $30,000 plus a fee of 5.5% of the amounts raised under the Offers by the Lead Manager. Refer to Section 13.7 for a summary of the Lead Manager Mandate. In addition to the capital raising fees set out above, the Company has agreed to issue 1,600,000 Lead Manager Options to the Lead Manager or its nominees. The Lead Manager Options will have an exercise price of $0.30 and will expire three years from the date of the Company’s admission to the Official List. Please refer to Section 14.2(b) for the full terms and conditions of the Lead Manager Options. The Lead Manager Options equate to 2.84% of the share capital of the Company (on a fully diluted basis – excluding conversion of the Vendor Performance Rights) as at the date the Company is admitted to the Official List.	Section 13.7

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Who is eligible to participate in the Offers?	The General Offer is open to all investors resident in Australia and New Zealand and to eligible investors resident in certain other jurisdictions. The LIT Offer is open to all Eligible LIT Shareholders, being LIT Shareholders who are registered on the LIT Offer Record Date and who are resident in Australia or New Zealand. This Prospectus does not, and is not intended to, constitute an offer or invitation in any place in which, or to any person, to whom, it would not be lawful to make such an offer or invitation. 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 any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.	Sections 6.2 and 6.11
How do I apply for Shares under the Offers?	Applications for Shares under the Offers must be made by completing the relevant Application Form attached to this Prospectus in accordance with the instructions set out in the Application Form.	Section 6.4
What is the allocation policy for the Offers?	The final allocation of Shares under the Offers remains at the sole discretion of the Directors in consultation with the Lead Manager. The Directors will be influenced by the factors set out in Section 6.5. The Company intends to give some priority to Eligible LIT Shareholders (under the LIT Offer) in the allocation of Shares under the Offers, however, the final allocation of Shares under the Offers remains at the sole discretion of the Directors in consultation with the Lead Manager to ensure the Company has an appropriate Shareholder base on admission to the Official List. The Directors reserve the right to issue Shares in full for any Application or any lesser number or to decline any Application. Any decision on allocation will be made after the Exposure Period. The Company gives no assurance that any applicant will be allocated the Shares for which it has applied.	Section 6.5
What is the cost of the Offers?	The expenses of the Offers (including ASX listing fees) are estimated to be approximately A$560,894.	Section 14.7
What will the Company’s capital structure be upon completion of the Offers?	The Company’s capital structure on a post-Offers basis is set out in Section 7.12.	Section 7.12
What are the terms of the Shares offered	A summary of the material rights and liabilities attaching to the Shares offered under the Offers is set out in Section 14.2(a).	Section 14.2(a)

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under the Offers?
Will any of the Shares issued under the Offers be subject to escrow?	None of the Shares issued under the Offers will be subject to escrow. However, generally, Securities on issue at the date of this Prospectus that were issued to promoters or related parties will be escrowed for a period of 24 months from the date of the Company’s admission to the Official List. It is expected that the Securities issued to the Vendors or nominees under the Acquisition Agreements will be escrowed for 24 months from the date of the Company’s admission to the Official List. It is also expected that a percentage of the Shares issued under a seed capital raising conducted by the Company in January 2021 will be escrowed for 12 months from the date of issue of such Shares. During the period in which these Securities are prohibited from being transferred, assigned or otherwise disposed of, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of Shares in a timely manner. As at the date of this Prospectus, the Company expects the following Securities to be subject to ASX imposed escrow: (a) 1,525,000 Shares issued to Directors and Key Management Personnel – 24 months from Listing Date; (b) 12,150,000 Shares to be issued to the Vendors or nominees under the Acquisition Agreements – 24 months from the Listing Date; (c) 3,400,000 Options issued to Directors, Key Management Personnel and Consultants – 24 months from the Listing Date; (d) 1,600,000 Lead Manager Options to be issued to the Lead Manager or its nominees – 24 months from the Listing Date; (e) 1,000,000 Vendor Options to be issued to Mercator Metals Pty Ltd or nominees under the Mercator Acquisition Agreement - 24 months from the Listing Date; (f) Vendor Performance Rights which may convert into up to 4,000,000 Shares under the Acquisition Agreements – 24 months from the Listing Date; and (g) 4,725,000 Shares issued to seed investors under a seed capital raising conducted by the Company in January 2021 – 12 months from the date of issue of such Shares. The Company will announce to ASX details of the number and duration of the Shares and Options that the ASX require to be held	Section 6.15

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		in escrow prior to the Shares commencing trading on the ASX (which admission is subject to ASX’s discretion and approval). Additionally, the Company’s anticipated ‘free float’ (being the percentage of Shares not subject to escrow and held by Shareholders that are not related parties of the Company (or their associates) is set out in Section 6.15.
Who are the current Shareholders and Optionholders of the Company and on what terms were their Shares and Options issued?		The Shareholders and Optionholders of the Company as at the date of this Prospectus are as follows: Number of Shares Issue price per share Number of Options4 Founder Share1 1 $1.00 Director and Management remuneration2 250,000 non-cash 3,400,000 Seed Capital Raising3 8,000,000 $0.05 Total Shares and Options on issue 8,250,001 3,400,000 Notes: 1. Issued to David Crook, Managing Director and Chief Executive Officer of the Company. 2. Issued as part of the Company’s remuneration for services of the Managing Director under the Oresource Consultancy Agreement (see Section 9.5), the Non-Executive Directors under the Non-Executive Directors’ Agreements (see Section 9.5) and the Company Secretarial Agreement (see Section 9.2(b)). 3. Issued pursuant to a seed capital raising conducted by the Company in January 2021. 4. The terms and conditions of the Options are set out in Section 13.2(b).	Section 7.11
Will the Shares issued under the Offers be Quoted?		The Company will, no later than 7 days after the date of this Prospectus, make an application to ASX for Quotation of all Shares to be issued under the Offers.	Section 6.10
What are the key dates of the Offers?		The key dates of the Offers are set out in the Indicative Timetable in Section 3.	Section 3
What is the minimum investment size under the Offers?		Applications under the Offers must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $200 worth of Shares (1,000 Shares).	Section 6.4

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Are there any conditions to the Offers?	The Offers are conditional upon each of the following events occurring: (a) the Company raising the Minimum Subscription under the Offers (being $6,000,000); (b) the Company receiving a letter from ASX confirming that ASX will approve the Shares for Official Quotation, on terms which are acceptable to the Company, acting reasonably; (c) completion occurring under the Acquisition Agreements; and (d) the Official Quotation of the Shares on ASX. If these Conditions are not satisfied then the Offers will not proceed and the Company will repay all application monies received under the Offers within the time prescribed under the Corporations Act, without interest.	Section 6.3
H. Use of proceeds
How will the proceeds of the Offers be used?	It is intended to apply the funds raised from the Offers as follows: (a) to fund the costs of the acquisition of the Project Interests under the Acquisition Agreements including applicable stamp duty; (b) to meet exploration and evaluation costs on the Projects; (c) for new project generation and acquisition costs; (d) for working capital purposes; and (e) to pay the costs of the Offers. Further details on the application of the funds raised from the Offers are set out in Section 7.10.	Section 7.10
What is the Company’s proposed exploration programmes	Section 7.9 contains a summary of the Company’s proposed exploration programmes and the proposed expenditure on such exploration programmes for the first two years following the Listing Date. The Company’s proposed exploration programme includes the following: Coates Ni-Cu-Co-PGE Project The most widely used means of interpreting the geological extent of any mafic-ultramafic layered intrusive complexes present is using regional aeromagnetic data and, accordingly, the Company intends to undertake a study of the currently available State data set. In addition, the Company proposes to undertake a new, more customised aeromagnetic survey which may provide better resolution than the currently available State data set. Soil geochemistry coverage will be undertaken by the Company covering areas considered prospective. New sampling will tie in with existing geochemistry from analysis of bottom-of-hole vacuum drill samples from the Coates North Project.	Section 7.9

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Following the experience of Chalice Mining Limited, targets within the interpreted mafic-ultramafic complexes may be identified by airborne electromagnetic (EM) surveys then followed up by drilling.

Initially it is proposed that helicopter-borne EM surveys such as VTEM will be flown to identify targets for follow-up work. These surveys are usually sufficiently sensitive to pinpoint conductive rock anomalies (which may include nickel and copper sulphide mineralisation) to the extent that further ground-based EM is not required.

The Company intends that geochemical and conductive rock anomalies will be tested by drilling. The drilling technique to be used will be determined by the current land use and the depth to the proposed target.

Bynoe Lithium and Gold Project

Following the receipt of any land access and permitting approvals that may be required, the Company intends to undertake geochemical sampling to provide systematic coverage of the Project areas not included in previous sampling surveys, followed by RAB drilling where soil anomalies have been identified, and reverse circulation drilling where warranted.

Lake Johnston Lithium and Gold Project

The Project area has widespread alluvial cover and areas of ephemeral lakes, meaning that outcrops of rock are sporadic.

For larger areas in arid terrains such as the Lake Johnston Project, hyperspectral remote sensing data obtained from satellites may be applicable to domain areas of shallow alluvial cover suitable for soil geochemistry, and areas prospective for LCT pegmatite systems. The Company intends to undertake an analysis of all such data.

When assessing areas with shallow alluvial cover for gold and LCT pegmatites, the Company plans to undertake soil geochemistry programmes, and include pXRF analysis as an aid to target delineation. In areas of good outcrop, geological mapping and whole rock geochemistry provides information about the prospectivity of an area. Specific lithium and gold analyses will be undertaken by a commercial laboratory.

The Lake Johnston Project has not been subjected to long periods of intense exploration like most other greenstone belts in Western Australia due to the difficult access and the lack of outcrop. The Company is compiling what geological and geophysical information is available, including geochemistry, drilling, aeromagnetic, radiometric and topographic data.

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	Following any land access and permitting approvals that may be required, additional work programmes may include expansion of geochemistry coverage where soil conditions are amenable, acquisition of higher quality airborne magnetic, radiometric and hyperspectral datasets to better facilitate delineation of targets for lithium and gold mineralisation. RAB and RC drilling will test targets where warranted, with diamond drilling to test advanced targets.
Will the Company be adequately funded after completion of the Offers?	The Directors are satisfied that on completion of the Offers, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.

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I. Additional Information	I. Additional Information
Is there any brokerage, commission or stamp duty payable by applicants?	No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offers. The Company reserves the right to pay a commission of up to 5.5% (exclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensees in respect of applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.	Section 6.13
Can the Offers be withdrawn?	The Company reserves the right not to proceed with the Offers at any time before the issue or transfer of Shares to successful applicants. If the Offers do not proceed, application monies will be refunded (without interest).	Section 6.17
What are the tax implications of investing in Shares?	Dividends on Shares may be subject to Australian tax and possibly capital gains tax on a future disposal of Shares issued under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.	Section 6.16
What is the Company’s dividend policy?	The Company does not expect to declare any dividends during, at least, the first two-year period following the date of this Prospectus as significant expenditure will be incurred in the exploration and development of the Projects. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.	Section 7.16
What are the corporate governance principles of the Company?	To the extent applicable in the opinion of the Directors’, in light of the Company’s size and nature, the Company has adopted_The_ Corporate Governance Principles and Recommendations (4th _Edition)_as published by ASX Corporate Governance Council (Recommendations). The Company’s main corporate governance policies and charters as at the date of this Prospectus are outlined in Section 6 and the Company’s compliance and departures from the Recommendations will be published on the Company’s ASX announcements platform prior to its admission to the Official List. In addition, the Company’s full Corporate Governance Plan and copies of its charters and policies are available from the Company’s website (www.chargermetals.com.au).	Sections 9.6 and 9.7

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	Where can I find more information?	(a) By speaking to your stockbroker, solicitor, accountant or other independent professional adviser. (b) By contacting the Company Secretary on +61 8 6146 5325. (c) By contacting the Share Registry on +61 8 9389 8033.

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6. DETAILS OF THE OFFER

6.1 INTRODUCTION

The information set out in this Section 6 is not comprehensive and should be read together with the other information in this Prospectus.

6.2 SHARES OFFERED FOR SUBSCRIPTION

Under this Prospectus the Company offers for subscription 30,000,000 Shares at an issue price of $0.20 per Share to raise a total of $6,000,000.

The Offers comprise the public General Offer which incorporates the priority LIT Offer to Eligible LIT Shareholders. The Company is offering Eligible LIT Shareholders priority to subscribe for Shares through the LIT Offer, up to $500,000 raised. Under the LIT Offer, the Company will prioritise Eligible LIT Shareholders, who will be given the opportunity under the LIT Offer to subscribe for Shares.

While it is intended that as many Eligible LIT Shareholders as possible receive an allocation under the LIT Offer, there is no guarantee and the Company gives no assurance that all Eligible LIT Shareholders will be allocated the Shares for which they apply. Eligible LIT Shareholders are encouraged to submit a LIT Offer Application Form as soon as possible.

Otherwise, the Directors will allocate Shares under the Offers at their sole discretion, in consultation with the Lead Manager, having regard to the allocation policy set out in Section 6.5.

The LIT Offer closes at the same time the General Offer closes.

Applications for Shares under the General Offer must be made on the General Offer Application Form attached to this Prospectus and applications for Shares under the LIT Offer must be made on the LIT Offer Application Form also attached to this Prospectus. Please refer to Section 6.4 for further details and instructions on how to apply for Shares under the Offers.

The Shares offered under this Prospectus are new Shares which will rank equally with the existing Shares on issue. The material rights and liabilities attaching to the Shares are summarised in Section 14.2(a).

6.3 CONDITIONS OF THE OFFERS

The Offers are conditional upon each of the following events occurring:

• (a) the Company raising the Minimum Subscription under the Offers (being $6,000,000);

• (b) the Company receiving a letter from ASX confirming that ASX will approve the Shares for Official Quotation, on terms which are acceptable to the Company, acting reasonably;

• (c) completion occurring under the Acquisition Agreements; and

• (d) the Official Quotation of the Shares on ASX.

If these conditions are not satisfied then the Offers will not proceed and the Company will repay all application monies received under the Offers within the time prescribed under the Corporations Act, without interest.

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6.4 HOW TO APPLY FOR SHARES

Applications for Shares offered under this Prospectus must be made using the relevant Application Form which is attached to this Prospectus.

LIT Offer Application Forms will be made available to the Eligible LIT Shareholders, being those LIT Shareholders registered as a LIT Shareholder on the LIT Offer Record Date and who are resident in Australia or New Zealand.

By completing the General Offer Application Form or LIT Offer Application Form, each applicant will be taken to have declared that all details and statements made are complete and accurate and that the applicant has personally received the relevant Application Form together with a complete and unaltered copy of the Prospectus.

Payment for the Shares must be made in full at the issue price of $0.20 per Share. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.

Applicants in Australia may apply for Shares by applying online at:

https://www.advancedshare.com.au/IPO-Offers

If paying by BPAY® or EFT, please follow the instructions on the Application Form. A unique reference number will be quoted upon completion of the online application. Your BPAY reference number will process your payment to your application electronically and you will be deemed to have applied for such Shares for which you have paid. Applicants using BPAY or EFT should be aware of their financial institution’s cut-off time (the time payment must be made to be processed overnight) and ensure payment is process by their financial institution on or before the day prior to the Closing Date.

Applicants may also apply for Shares by post using the Application Form which is attached to this Prospectus. Completed Applications and accompanying cheques must be mailed to:

Completed applications and accompanying cheques must be mailed to:

Charger Metals NL C/o: Advanced Share Registry Ltd 110 Stirling Highway NEDLANDS Western Australia 6009

or delivered to:

Advanced Share Registry Services Pty Ltd 110 Stirling Highway NEDLANDS Western Australia 6009

or delivered by email to:

admin@advancedshare.com.au along with confirmation that funds have been paid to the following account:

Account Name Charger Metals IPO Account BSB No. 086-420 Account No. 910 967 763.

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Cheques should be made payable to “ Charger Metals IPO Account ” and crossed “Not Negotiable”. Completed Application Forms and accompanying cheques must reach one of the above addresses by no later than the Closing Date. Detailed instructions on how to complete the Application Forms are set out on the reverse of those forms.

If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, or how to construe, amend or complete it, will be final.

If you require assistance in completing any of the Application Forms, please contact the Share Registry on (08) 9389 8033.

The Company reserves the right to close the Offers early without notice.

6.5 ALLOCATION POLICY UNDER THE OFFERS

The Company retains an absolute discretion to allocate Shares under the Offers and reserves the right, in its absolute discretion, to allot to an applicant a lesser number of Shares than the number for which the applicant applies or to reject an Application Form. If the number of Shares allotted is fewer than the number applied for, surplus application monies will be refunded without interest as soon as practicable.

No applicant under the Offers has any assurance of being allocated all or any Shares applied for. The allocation of Shares by Directors (in conjunction with the Lead Manager) will be influenced by the following factors:

• (a) the number of Shares applied for;

• (b) the overall level of demand for the Offers;

• (c) the desire for a spread of investors, including institutional investors; and (d) the desire for an informed and active market for trading Shares following completion of the Offers.

The Company will not be liable to any person not allocated Shares or not allocated the full amount of Shares applied for.

6.6 ISSUE OF SHARES

Subject to the Minimum Subscription being reached, the ASX granting conditional approval for the Company to be admitted to the Official List and completion occurring under the Acquisition Agreements, the issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Following issue, statements of security holdings will be dispatched to successful applicants. It is your responsibility to determine your allocation prior to trading in Shares. If you sell Shares before receiving your holding statement you do so at your own risk.

Prior to allotment, all application monies shall be held by the Company on trust for the Applicants in a separate bank account as required by the Corporations Act. The Company will retain any interest earned on the application monies irrespective of whether the issue of Shares takes place.

The Directors reserve the right to issue Shares in full for any application or to issue any lesser number of Shares or to decline any application. Where the number of Shares issued is less than the number applied for, or where no issue is made, the surplus application monies will be refunded without any interest to the applicant as soon as practicable after the issue date.

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6.7 MINIMUM SUBSCRIPTION

The minimum subscription to be raised under this Prospectus is $6,000,000 through the issue of 30,000,000 Shares at an issue price of $0.20 per Share ( Minimum Subscription ). If the Minimum Subscription is not reached within four (4) months after the date of this Prospectus the Company will thereafter either repay all application monies received or will issue a supplementary prospectus or replacement prospectus and allow applicants one (1) month to withdraw their applications and be repaid their application monies. No interest will be paid on these monies.

6.8 OVERSUBSCRIPTIONS

The Company may not accept oversubscriptions.

6.9 PURPOSE OF THE OFFERS

The purpose of the Offers are to:

• (a) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company's application for admission to the Official List’

• (b) facilitate the Company meeting a condition precedent in the Acquisition Agreements (being the Company receiving conditional listing approval from ASX to be admitted to the Official List)

• (c) provide the Company with additional funding:

• (i) to conduct exploration activities on the Projects;

• (iii) for considering acquisition opportunities that may be presented to the Board from time to time; and

• (iv) to meet the costs of the Offers and to fund administration costs

• (v) so as to position the Company to achieve the objectives set out in Section 7.8.

Refer to Section 7.10 in respect of the proposed use of funds and Section 7.8 for details of the Company's objectives and strategy.

6.10 ASX LISTING

The Company will apply to the ASX within seven (7) days after the date of this Prospectus for admission to the Official List and for Quotation of the Shares offered under this Prospectus. If the ASX does not grant permission for Quotation of the Shares within three (3) months after the date of this Prospectus, or such longer period as is varied by ASIC, the Company will not issue any Shares offered for subscription under this Prospectus and will repay all application monies received as soon as practicable thereafter, or within the time prescribed under the Corporations Act. The ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may grant Quotation of Shares is not to be taken in any way as an indication of the merits of the Company or the Shares offered under this Prospectus.

6.11 APPLICANTS OUTSIDE AUSTRALIA

This Prospectus 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

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or to issue this Prospectus. Applicants outside Australia or New Zealand should refer to Section 2.4 for further information.

6.12 NOT UNDERWRITTEN

The Offers are not underwritten.

6.13 COMMISSIONS PAYABLE

The Company reserves the right to pay a commission of up to 5.5% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian Financial Services licensees in respect of valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

6.14

RISK FACTORS

You should be aware that subscribing for Shares the subject of this Prospectus involves a number of risks. The key risks are set out in Part D of the Investment Overview in Section 5 and other Risk Factors are set out in Section 8. Potential investors are urged to consider those risks carefully and if necessary, consult their professional advisers before deciding whether to invest in the Company. The risk factors set out in Part D of the Investment Overview in Section 5 and Section 8, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Shares. Accordingly, an investment in the Company should be considered highly speculative.

6.15 RESTRICTED SECURITIES

None of the Shares issued under the Offers will be subject to escrow.

However, generally, Securities on issue at the date of this Prospectus that were issued to promoters or related parties will be escrowed for a period of 24 months from the date of the Company’s admission to the Official List. It is expected that the Securities issued to the Vendors or nominees under the Acquisition Agreements will be escrowed for 24 months from the date of the Company’s admission to the Official List. It is also expected that a percentage of the Shares issued under a seed capital raising conducted by the Company is January 2021 will be escrowed for 12 months from the date of issue of such Shares. During the period in which these Securities are prohibited from being transferred, assigned or otherwise disposed of, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of Shares in a timely manner.

As at the date of this Prospectus, the Company expects the following Securities to be subject to ASX imposed escrow:

• (a) 1,525,000 Shares issued to Directors and Key Management Personnel – 24 months from the Listing Date;

• (b) 12,150,000 Shares to be issued to the Vendors or nominees under the Acquisition Agreements – 24 months from the Listing Date;

• (c) 3,400,000 Options issued to Directors, Key Management Personnel and Consultants;

• (d) 1,600,000 Lead Manager Options issued to Lead Managers – 24 months from the Listing Date;

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• (e) 1,000,000 Vendor Options issued to Mercator Metals Pty Ltd or nominee under the Mercator Acquisition Agreement - 24 months from the Listing Date;

• (f) Vendor Performance Rights which may convert into up to 4,000,000 Shares under the Acquisition Agreements – 24 months from the Listing Date; and

• (g) 4,725,000 Shares issued to seed investors under a seed capital raising conducted by the Company is January 2021 – 12 months from the date of issue of such Shares.

The Company will announce to ASX details of the number and duration of the Shares and Options that the ASX require to be held in escrow prior to the Shares commencing trading on the ASX (which admission is subject to ASX’s discretion and approval).

The Company confirms its ‘free float’ (the percentage of the Shares that are not restricted and are held by shareholders who are not related parties (or their associates) of the Company) at the time of admission to the Official List of ASX will be not less than 20% in compliance with ASX Listing Rule 1.1 Condition 7.

6.16 TAXATION

The acquisition and disposal of Shares will have tax consequences which will differ depending upon the individual financial affairs of each investor. You are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

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

6.17 WITHDRAWAL OF OFFERS

The Company reserves the right not to proceed with the Offers at any time before the issue or transfer of Shares to successful applicants. If the Offers do not proceed, application monies will be refunded (without interest).

6.18 QUERIES

This Prospectus provides information to assist potential investors to decide if they wish to invest in the Company and should be read in its entirety. If you have any questions about investing in the Company after reading this Prospectus, please contact your sharebroker, financial planner, accountant, lawyer or independent financial adviser.

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7. COMPANY AND PROJECT OVERVIEW

7.1 BACKGROUND

The Company was incorporated on 27 November 2020 as a public no liability company to acquire and explore interests in battery and precious metals projects in Australia. The Company intends to conduct mineral exploration at the Projects for (amongst other commodities) copper (Cu), nickel (Ni), platinum group elements (PGE), lithium (Li) and gold (Au) mineralisation in Western Australia (WA) and the Northern Territory (NT).

As further set out in Section 13.2 and 13.5, the Company has entered into the Acquisition Agreements under which the Company has been granted an option to acquire (subject to various conditions precedent as set out in Sections 13.2 and 13.5) the following interests in the following Projects ( Project Interests ):

• (a) from Lithium Australia NL, a 70% interest in the Coates Ni-Cu-Co-PGE Project;

• (b) from Mercator Metals Pty Ltd, an 85% interest in Coates North Project (which adjoins the Coates Ni-Cu-Co-PGE Project);

• (c) from Lithium Australia, a 70% interest in the Bynoe Lithium and Gold Project; and

• (d) from Lithium Australia, a 70% interest in the Lake Johnston Lithium and Gold Project (with one tenement to be acquired 100%).

• (e) A summary of the Acquisition Agreements and associated agreements relating to the tenements that comprise the Projects (Tenements) are set out in Sections 13.2-13.6.

The Company’s Project Interests and interests in the Tenements will be subject to joint venture arrangements which are contained in the Acquisition Agreements, the key terms of which are summarised in Sections 13.2 and 13.4.

In addition, upon completion of the Acquisition Agreements, Charger will become a party to the following agreements relating to some of the Tenements:

• (a) an agreement with Yankuang Pty Ltd under which Yankuang Pty Ltd has rights to bauxite on the tenement that comprises the Coates North Project;

• (b) an agreement with Okapi Resources Limited under which Okapi Resources Limited may earn a 75% interest (excluding lithium and associated minerals that occur within PCT pegmatites) in the Lake Johnston Lithium and Gold Project tenement that the Company is acquiring 100%; and

• (c) an agreement with Lefroy Exploration Limited by which Lefroy Exploration Limited grants lithium rights which such rights form part of the Lake Johnston Lithium and Gold Project.

Summaries of the above agreements are set out in Sections 13.3, 13.4 and 13.6.

On 7 January 2021 the Company issued 8,000,000 fully paid ordinary shares at an issue price of $0.05 per share to raise $400,000 to fund the option fees payable under the Acquisition Agreements, the costs to conduct due diligence on the Projects, the costs of identifying exploration targets on the Projects, the costs of the Offers and to provide working capital for the Company prior to completion of the Offers.

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Subject to raising the Minimum Subscription, the Company intends to exercise its option under each of the Acquisition Agreements and, subject to satisfaction of the relevant conditions precedent in the Acquisition Agreements as set out in Sections 13.2 and 13.5, acquire the Project Interests.

Additionally, once the Company lists on the ASX it may acquire interests in additional mineral projects and assets in Australia which contain or are prospective for (principally) battery minerals as well as base and precious metals projects (although no such new projects have been identified as yet).

7.2 OVERVIEW OF THE PROJECTS

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Figure 1. Location of the Charger Projects

7.3 THE COATES NICKEL-COPPER-COBALT-PLATINUM GROUP ELEMENTS PROJECT

The Coates Nickel-Copper-Cobalt-Platinum Group Elements (Ni-Cu-Co-PGE) Project is located in the Shire of Northam, approximately 60 km east of Perth, in the northern part of the southwestern Yilgarn Craton. The regional geology is largely interpreted from geophysical data due to the poor outcrop and includes highly deformed Archean gneisses and mafic/ultramafic rocks intruded by granitoid bodies.

Historically the project area was known because of the Coates vanadium-titanium magnetite deposit that was explored during the 1970s and was briefly mined before closing in 1982. More recently interest in the Coates area has been highlighted by the significant discovery by Chalice Gold Mines Ltd (Chalice) of high-grade Ni-Cu-Co-PGE mineralisation at the newly named Gonneville Prospect located approximately 20 km to the northwest of Charger’s Coates Ni-Cu-Co-PGE Project tenements.

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Figure 2. Location plan of the Coates Ni-Cu-Co-PGE Project overlain on an image of processed regional aeromagnetic data

In 2011 Mercator (Paton, 2011) explored E70/2230 for vanadium, base metals and PGEs using lag sampling, focused mainly on pisolitic laterite. Orientation sampling of mineralisation adjacent to the Coates Siding vanadium deposit was applied to regional surface geochemistry and successfully located vanadium anomalies in laterites approximately 3 km east of the Coates Siding deposit. The coincidence of base metal and PGE geochemical anomalies from the Bauxite Resources Ltd (BRL) vacuum drilling with the Coates Mafic Complex is most encouraging from an exploration point of view. By analogy, the mineralisation at Chalice’s Gonneville Prospect is characterised by a similar Cu-Ni-Co-PGE elemental association with a mafic intrusive complex.

There are a number of interpreted mafic-ultramafic units that have been identified in the tenement block all of which show geophysical similarities with the Julimar Complex and consequently all represent targets for Cu-Ni-Co-PGE mineralisation.

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

Coates
Vanadium
----- End of picture text -----

Figure 3 Image of previous geochemical sampling results (PGE) partially overlaying an image of processed regional aeromagnetic data

Under the Acquisition Agreements, Charger has an option to acquire the following Project Interests:

• (a) from Lithium Australia NL, a 70% interest in exploration licences E70/5198 and E70/5437 granted under the Mining Act (WA); and

• (b) from Mercator Metals Pty Ltd, an 85% interest in retention licence R70/59 granted under the Mining Act (WA) subject to the rights of Yankuang Resources Pty Ltd which holds rights to bauxite (Yankuang Bauxite Interest).

The Acquisition Agreements contain joint venture terms governing the joint ventures that will be in place following completion of the above Project Interests. In addition, by way of a side letter, Charger and Lithium Australia NL have agreed that prospecting licences P70/1752 and P70/1753 granted under the Mining Act (WA) to Charger (70%) and Lithium Australia NL (30%) will be governed by the joint venture terms in the LIT Acquisition Agreement.

See Sections 13.2, 13.5 and 13.6 for the material terms of the Acquisition Agreements and further details of the Yankuang Bauxite Interest.

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The Coates Ni-Cu-Co-PGE Project consists of the following tenements:

Tenement	Existing holder	Holder following completion under the Acquisition Agreements	Percentage held by Charger Metals NL upon completion of the Offers
E70/5198	Lithium Australia NL	Charger Metals NL (70%) and Lithium Australia NL (30%)	70%
E70/5437	Lithium Australia NL	Charger Metals NL (70%) and Lithium Australia NL (30%)	70%
P70/1752	Charger Metals NL (70%) and Lithium Australia NL (30%)	Charger Metals NL (70%) and Lithium Australia NL (30%)	70%
P70/1753	Charger Metals NL (70%) and Lithium Australia NL (30%)	Charger Metals NL (70%) and Lithium Australia NL (30%)	70%
R70/59 R70/59 is subject to the Yankuang Bauxite Interest – for further details see Section 13.6	Mercator Metals Pty Ltd	Charger Metals NL (85%) and Adrian Griffin (15%) Adrian Griffin is the controller of Mercator Metals Pty Ltd. The Company has been advised that Mercator Metals Pty Ltd intends to assign its 15% interest in R70/59 to Adrian Griffin upon Charger acquiring an 85% interest in R70/59. See Section 13.5 for further details.	85%

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7.4 THE BYNOE LITHIUM AND GOLD PROJECT

The Bynoe Lithium and Gold Project comprises one granted exploration licence (EL30897) granted under the Mining Act (NT) and currently registered in the name of Lithium Australia NL, covering approximately 62.7 km2 . Under the LIT Acquisition Agreement, Charger has an option to acquire from Lithium Australia NL, a 70% interest in EL30897 subject to consent being obtained from the Minister (NT) to the transfer of such 70% interest. Following completion of Charger’s acquisition of a 70% interest in EL30897 under the LIT Acquisition Agreement, EL30897 will be held by Lithium Australia NL (30%) and Charger (70%).

EL30897 is surrounded by the extremely large tenement holdings of Core Lithium Ltd’s Finnis Lithium Project which has a significant Mineral Resource (see section 1.3, 5.1 and 5.5 of the Independent Technical Assessment Report in Section 10 for further details). The Finnis Lithium Project is at a very advanced stage of development having had completed a definitive Feasibility Study in April 2019.

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Figure 4 Bynoe Lithium and Gold Project location plan

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7.5 LAKE JOHNSTON LITHIUM AND GOLD PROJECT

The Lake Johnston Lithium Project includes the Medcalf Spodumene Prospect, located approximately 450 km east of Perth, and 150 km southwest of Coolgardie in WA. The region has attracted considerable recent interest for rare metal LCT Pegmatite mineralisation since the discovery of the Earl Grey/Mt Holland lithium deposits by Kidman Resources Limited, located approximately 70 km west of this project.

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Figure 5 The Lake Johnston Lithium and Gold Project tenements overlaying GSWA 1:500,000 State interpreted bedrock geology polygons, 2016 and MINDEX mineral occurrences.

Under the LIT Acquisition Agreement, Charger has an option to acquire the following Project Interests:

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• (a) a 70% interest in exploration licences E63/1805, E63/1806, E63/1809 and E63/1866 granted under the Mining Act (WA);

• (b) 100% of LIT’s interest in exploration licence E63/1903 granted under the Mining Act (WA) subject to the rights of Okapi Resources Limited which is currently earning a 75% interest in E63/1903 excluding rights to all lithium and associated minerals that occur within lithium-caesium-tantalum pegmatites (LCT Pegmatite) (Okapi JV Interest); and

• (c) a 70% interest in the contractual lithium rights to E63/1722, E63/1723 and E63/1777 granted under the Mining Act (WA) which such contractual lithium rights Lithium Australia NL holds under an agreement with Lefroy Exploration Limited (Lithium Rights Agreement).

See Sections 13.2, 13.3 and 13.4 for the material terms of the LIT Acquisition Agreement and further details of the Okapi JV Interest and the Lithium Rights Agreement.

The Lake Johnston Lithium and Gold Project consists of the following tenements with an approximate total area of 525 km2 :

Tenement	Existing holder	Holder following completion under the LIT Acquisition Agreement	Percentage held by Charger Metals NL upon completion of the Offers
E63/1805	Lithium Australia NL	Charger Metals NL (70%) and Lithium Australia NL (30%)	70%
E63/1809	Lithium Australia NL	Charger Metals NL (70%) and Lithium Australia NL (30%)	70%
E63/1866	Lithium Australia NL	Charger Metals NL (70%) and Lithium Australia NL (30%)	70%
E63/1806	Lithium Australia NL	Charger Metals NL (70%) and Lithium Australia NL (30%)	70%
E63/1903 E63/1903 is subject to the Okapi JV Interest	Lithium Australia NL	Charger Metals NL	100%
E63/1722	Lefroy Exploration Limited	Lefroy Exploration Limited	Charger holds a 70% interest in lithium rights subject to the Lithium Rights Agreement
E63/1723	Lefroy Exploration Limited	Lefroy Exploration Limited	Charger holds a 70% interest in lithium rights under

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			the Lithium Rights Agreement
E63/1777 By a Tenement Sale Agreement between Lithium Australia NL and Lefroy Exploration Limited, Lithium Australia NL sold E63/1777 to Lefroy Exploration Limited excluding the lithium rights (with these rights being on the same terms as those set out in the Lithium Rights Agreement)	Lithium Australia NL	Lithium Australia NL or Lefroy Exploration Limited	Charger holds a 70% interest in lithium rights under the Lithium Rights Agreement

7.6 FURTHER DETAILS ABOUT THE PROJECTS

The Independent Technical Assessment Report in Section 10 provides further details of the Projects, which will be the main assets of the Company upon completion of the Offers. The Independent Technical Assessment Report contains (among other things) information regarding the location, ownership, geology and previous exploration undertaken at the Projects.

Section 12 of this Prospectus contains a Solicitor's Report on the Tenements which contains detailed information about the Tenements and certain relevant legal matters.

7.7 OVERVIEW OF THE BATTERY MINERALS AND PRECIOUS METAL MARKETS

The International Energy Agency has reported countries accounting for more than 70% of today’s global GDP and emissions have committed to net-zero emissions implying a massive acceleration in clean energy deployment. An energy system powered by clean energy technologies needs significantly more minerals, including Lithium, Nickel, Copper for batteries, EVs, Energy storage and solar panels. The Directors believe this is a good time to be embarking on the Charger initial public offering with the global push for carbon neutrality driven by both EV adoption and energy storage..

Battery grade lithium carbonate prices rose to US$13,714 per tonne as at 13 May 2021. On 12 May 2021, the copper price rallied to new all time high of US$10,448.50per tonne or US$4.74 per pound. Nickel prices have shown significant strength over the last year with the price being US$17,905.75 per tonne on the 12 May 2021.

The Company is embarking on its exploration programmes with a view to the discovery of new, long term, reliable supplies of battery minerals to at a time of rising battery minerals commodity prices.

Precious metals prices have also shown strength over the past 3 years with gold at US$1,836 per ounce, platinum at US$1,241 per ounce and palladium at US$2,926 per ounce, respectively on 12 May 2021. Whilst the Company’s main focus is on battery minerals there is significant prospectivity also for precious metals within the Projects.

7.8 BUSINESS MODEL

The Company is a highly speculative mineral exploration company.

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The Company aims to add shareholder value through the discovery and development of valuable minerals.

The Company’s business model involves the exploration and evaluation of the Projects in Western Australia and Northern Territory for (amongst other elements) Ni-Cu-Co-PGE, lithium and gold.

In line with the Company’s proposed use of funds set out in Section 7.10 below, the immediate business strategy and objectives comprises:

(a) conducting exploration activities associated with the Projects as outlined below to identify early-stage exploration targets with the aim of defining valuable mineral resources that the Company can monetarise through either further development or sale. and (b) identifying new project acquisition targets.

Refer also to Sections 10 (Independent Technical Assessment Report) and 12 (Solicitor's Report on Tenements) of this Prospectus for further and supplementary information in relation to the Projects.

The Company also intends to continue to identify, evaluate and, if warranted, acquire additional resource projects and assets in Australia and/or overseas if the Board considers that they have the potential to add Shareholder value. The Company will consider acquiring these additional interests by way of direct project acquisition, farm in, joint venture or direct equity in the project owners, and may include minerals or perspectivity for minerals other than battery minerals and precious metals.

On completion of the Offers, the Board believes the Company will have sufficient working capital to achieve these objectives.

7.9 EXPLORATION WORK PROGRAMMES AND BUDGETS

The proposed work programme and exploration budget for the Project is set out in the Independent Technical Assessment Report in Section 10 and reflects the initial focus for the Company upon a successful listing and raising of capital pursuant to the Offers.

In summary, the first phase of exploration at the Projects will include conducting the following exploration work programmes:

Coates Nickel-Copper-Cobalt and Platinum Group Element Project

Outcrop of recognisable rock in the Project area is generally poor. This is due to the widespread development of near-surface deposits of bauxite and therefore proxies will be used to establish the geological setting to determine the area for further investigation by the Company.

The most widely used means of interpreting the geological extent of any mafic-ultramafic layered intrusive complexes present is using regional aeromagnetic data and, accordingly, the Company intends to undertake a study of the currently available State data set. In addition, the Company proposes to undertake a new, more customised aeromagnetic survey which may provide better resolution than the currently available State data set.

Soil geochemistry coverage will be undertaken by the Company covering areas considered prospective. New sampling will tie in with existing geochemistry from analysis of bottomof-hole vacuum drill samples from the Coates North Project.

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Following the experience of Chalice Mining Limited, targets within the interpreted maficultramafic complexes may be identified by airborne electromagnetic (EM) surveys then followed-up by drilling.

Initially it is proposed that helicopter-borne EM surveys such as VTEM will be flown to identify targets for follow-up work. These surveys are usually sufficiently sensitive to pinpoint conductive rock anomalies (which may include nickel and copper sulphide mineralisation) to the extent that further ground-based EM is not required.

The Company intends that geochemical and conductive rock anomalies will be tested by drilling. The drilling technique to be used will be determined by the current land use and the depth to the proposed target.

Bynoe Lithium and Gold Project

Geological mapping is useful to determine the dimensions and orientations of outcropping pegmatites, however outcrop within the project is limited as a result of intense weathering and erosion of the rocks, and the development of alluvial cover

Sampling of subsurface, weathered bedrock by previous explorers over the western project area has shown to be an effective exploration tool for delineating anomalies consistent with the presence of LCT pegmatites.

Following the receipt of any land access and permitting approvals that may be required, the Company intends to undertake further geochemical sampling to provide systematic coverage of the Project areas not included in previous sampling surveys, followed by RAB drilling where soil anomalies have been identified, and reverse circulation drilling where warranted.

While the dispersion of LCT pegmatite vector-elements Rb and Cs can be restricted, these elements are readily detected using hand-held pXRF instruments (Li is not detectable) making first-pass exploration very cost effective. Lithium analyses will be undertaken by a commercial laboratory.

Lake Johnston Lithium and Gold Project

The Project area has widespread alluvial cover and areas of ephemeral lakes, meaning that outcrops of rock are sporadic.

For larger areas in arid terrains such as the Lake Johnston Project, hyperpectral remote sensing data obtained from satellites may be applicable to domain areas of shallow alluvial cover suitable for soil geochemistry, and areas prospective for LCT pegmatite systems. The Company intends to undertake an analysis of all such data.

When assessing areas with shallow alluvial cover for gold and LCT pegmatites, the Company plans to undertake soil geochemistry programmes, and include pXRF analysis as an aid to target delineation. In areas of good outcrop, geological mapping and whole rock geochemistry provides information about the prospectivity of an area. Specific lithium and gold analyses will be undertaken by a commercial laboratory.

The Lake Johnston Project has not been subjected to long periods of intense exploration like most other greenstone belts in Western Australia due to the difficult access and the lack of outcrop. The Company is compiling what geological and geophysical information is available, including geochemistry, drilling, aeromagnetic, radiometric and topographic data.

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Following any land access and permitting approvals that may be required, additional work programmes may include expansion of geochemistry coverage where soil conditions are amenable, acquisition of higher quality airborne magnetic, radiometric and hyperspectral datasets to better facilitate delineation of targets for lithium and gold mineralisation. RAB and RC drilling will test targets where warranted, with diamond drilling to test advanced targets.

General

The Company proposes to fund its intended activities from the proceeds of the Offers. It should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from exploration undertaken. This will involve an ongoing assessment of the Projects and may lead to increased or decreased levels of expenditure on certain interests, reflecting a change in emphasis. Subject to the above, the expenditure set out above is proposed.

7.10 USE OF FUNDS

The Company intends to apply its existing cash reserves and the funds raised from the Offers over the first two years after the Listing Date as follows:

Funds Available	Funds Available	Funds Available	Minimum Subscription $	Minimum Subscription $	Percentage of Funds
Existing cash reserves of the Company1			$338,345		5.3%
Proceeds from the Offers (before costs)			$6,000,000		94.7%
Total Funds Available			$6,338,345		100.0%
Indicative Allocation of Funds	Allocation of Funds Year 1 $	Allocation of Funds Year 2 $		Total Allocation $	Percentage of Funds
CoatesNi-Cu-Co- PGEProject2	$780,000	$756,000		$1,536,000	24.2%
Lake Johnston Lithium and Gold Project2	$438,000	$510,000		$948,000	15.0%
Bynoe Lithium and Gold Project2	$480,000	$457,200		$937,200	14.8%
Acquisition costs & stamp duty3	$222,612	-		$222,612	3.5%
New project acquisition targets4	$150,000	$150,000		$300,000	4.7%
General working capital5	$916,819	$916,820		$1,833,639	28.9%
Estimated expense of the Offers6	$560,894	-		$560,894	8.8%
Total Allocation	$3,548,325	$2,790,020		$6,338,345	100.0%

1 Refer to the Independent Limited Assurance Report in Section 11 for further information. Some of the Year 1 costs have already been paid or incurred from this amount as at the date of this Prospectus.

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2 Refer to the Independent Technical Assessment Report in Section 10 for further information on planned exploration activities and expenditure budgets for the Project.

3 Refer to Refer to the Independent Limited Assurance Report in Section 11 for further information.

4See Section 7.8.

5 These expenses include wages and superannuation of employees and Directors, rent and outgoings, accounting fees, legal fees, ASX listing fees, auditing fees, insurance, Share Registry fees, travel expenses and all other items of a general administrative nature.

6 Refer to Section 14.7 for further details.

It is anticipated that the funds raised under the Offers will enable two (2) years of full operations based on the current budget (on the basis of the Minimum Subscription). It should be noted that the Company may not be fully self-funding through its own operational cash flow at the end of this period. Accordingly, the Company may require additional capital beyond this point, which will likely involve the use of additional debt or equity funding. Future capital needs will also depend of the success or failure of the Company’s exploration of the Projects. The use of further debt or equity funding will be considered by the Board where it is appropriate to fund additional exploration on the Projects or to acquisition opportunities in the resource sector.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the actual application of funds. In particular, exploration expenditure will be reviewed on an ongoing basis depending on the nature of the results from work programmes. The Board reserves the right to alter the way funds are applied on this basis. The Company may raise additional funds within two years after listing on the ASX to the extent required to increase and accelerate the exploration programmes on the Projects, or to acquire or invest in suitable additional projects and assets in the resources sector in Australia and/or overseas, as determined by the Board.

7.11 CURRENT CAPITAL STRUCTURE

The current capital structure of the Company and the terms on which the existing Shares and Options have been issued is summarised below :

	Number of Shares	Issue price per share	Number of Options4
Founder Share1	1	$1.00
Director, management and consultant remuneration2	250,000	non-cash	3,400,000
Seed Capital Raising3	8,000,000	$0.05
Total Shares and Options on issue	8,250,001		3,400,000

Notes:

• 1 . Issued to David Crook, Managing Director of the Company.

• Issued as part of the Company’s remuneration for services of the Managing Director under the Oresource Consultancy Agreement (see Section 9.5) and the Non-Executive Directors under the Non-Executive Directors’

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Agreements and to the Company Secretary and Warrior Strategic Pty Ltd pursuant to the Company Secretarial Agreement (see Section 9.2(b)).

1. Issued pursuant to a seed capital raising conducted by the Company in January 2021.

2. The terms and conditions of the Options are set out in Section 14.2(b).

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7.12 PRO FORMA CAPITAL STRUCTURE

The capital structure of the Company following completion of the Offers (assuming Minimum Subscription) is summarised below[1] :

Shares (1)	Minimum	Percentage
	Subscription	of Shares
	$6 million	(undiluted)
Shares on issue at date of Prospectus	8,250,001	16.4%
Shares to be issued under the Offers	30,000,000	59.5%
Shares to be issued under LIT Acquisition	9,600,000	19.0%
Agreement (2)
Shares to be issued under Mercator Acquisition	2,550,000	5.1%
Agreement (2)
Total Shares on issue at completion of the	50,400,001	100.0%
Offers (undiluted)

Notes:

(1) The rights attaching to Shares are summarised in Section 14.2(a)

• (2) A summary of the material terms of the Acquisition Agreements are set out in Sections 13.2 and 13.5.

Options(1)	Minimum	Percentage
	Subscription	of Shares
	$6 million	**(diluted(5)) **
Options on issue at date of Prospectus (2)	3,400,000	6.03%
Lead Manager Options to be issued to as part	1,600,000	2.84%
consideration for their services (3)
Vendor Options to be issued under the Mercator	1,000,000	1.77%
Acquisition Agreement (4)

	Total Options on issue at completion of the		6,000,000	10.64%
	Offers

Notes:

(2) Exercisable at $0.30 on or before the date that is three (3) years from the Listing Date. Full Options terms and conditions are set out at Section 14.2(b).

(3) These Options were issued as part of the Company’s remuneration for services of the Managing Director under the Oresource Consultancy Agreement (see Section 9.5) and the Non-Executive Directors under the Non-Executive Directors’ Agreements and to the Company Secretary and Warrior Strategic Pty Ltd pursuant to the Company Secretarial Agreement (see Section 9.2(b)).

(4) Comprising 1,600,000 Lead Manager Options to be issued to the Lead Manager (or their nominees). Refer to Section 13.7 for a summary of the Lead Manager Mandate.

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A summary of the material terms of the Mercator Acquisition Agreement is set out in Section 13.5.

Assumes all Options are exercised but the Vendor Performance Rights (see Section 7.13) do not convert into Shares.

	Performance Rights	Minimum Subscription $6 million	Percentage of Shares (fully diluted (3)
	Performance Rights currently on issue	nil
	Vendor Performance Rights under the LIT Acquisition Agreement(1)	For the issue of up to 2,000,000 Shares	3.31%
	Vendor Performance Rights under the Mercator Acquisition Agreement(2)	For the issue of up to 2,000,000 Shares	3.31%
	Total Performance Rights on issue at completion of the Offers	For the issue of up to 4,000,000 Shares	6.62%

Notes:

• (1) Under the LIT Acquisition Agreement, if certain milestones are met Charger must some deferred consideration being either (at Charger’s election) $200,000 or 2,000,000 Shares. A summary of the material terms of the LIT Acquisition Agreement is set out in Section 13.2.

• (2) Under the Mercator Acquisition Agreement, if certain milestones are met Charger must pay some deferred consideration being either (at Charger’s election) $200,000 or 2,000,000 Shares. A summary of the material terms of the Mercator Acquisition Agreement is set out in Section 13.5.

• (3) Assumes all Options are exercised and the Vendor Performance Rights (see Section 7.13) convert into Shares.

7.13 SHARES, VENDOR OPTIONS AND PERFORMANCE RIGHTS ISSUED UNDER THE ACQUISITION AGREEMENTS

Under the Acquisition Agreements the Vendors will receive the consideration as set out below in consideration for the sale to the Company of the relevant Project Interests. Assuming the Minimum Subscription is raised, the Vendors will hold the following interests in the Company upon completion of the Offers (on a diluted and undiluted basis):

Lithium Australia NL	Lithium Australia NL	Percentage **(undiluted(1)) **	Percentage **(diluted(2)) **
Cash	$100,000
Shares	9,600,000	19.05%	15.89%

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Vendor Performance Rights(3)	$200,000 or 2,000,000 Shares		3.31%
Total		19.05%	19.21%
Mercator Metals Pty Ltd or nominee		Percentage (undiluted(1))	Percentage (diluted(2))
Shares	2,550,000	5.06%	4.22%
Vendor Options(4)	1,000,000		1.66%
Vendor Performance Rights(5)	$200,000 or 2,000,000 Shares		3.31%
Total		5.06%	9.19%

Notes:

• (1) Assumes none of the Options on issue upon completion of the Offers (see Section 7.12) are exercised and the Vendor Performance Rights have not converted to Shares.

• (2) Assumes each of the Options on issue upon completion of the Offers (see Section 7.12) are exercised and the Vendor Performance Rights have converted to Shares

• (3) See below and Sections 13.2 and 13.5 for details of the circumstances in which the Vendor Performance Rights convert to Shares under the LIT Acquisition Agreement

• (4) See Section 14.2(b) for details of the terms and conditions of the Vendor Options

• (5) See below and Sections 13.2 and 13.5 for details of the holder of the Vendor Performance Rights and the circumstances in which the Vendor Performance Rights convert to Shares under the LIT Acquisition Agreement

The Company provides the following details in relation to the Vendor Performance Rights:

Details of Vendor Performance Rights	LIT Acquisition Agreement	Mercator Acquisition Agreement
Party to whom the Vendor Performance Rights will be issued	Lithium Australia NL (LIT)	Adrian Griffin (AG) (controller of Mercator Metals Pty Ltd (Mercator)) whom it is proposed will take an assignment of Mercator Metals Pty Ltd’s right and obligations under the Mercator Acquisition Agreement (AG Assignment). See Section 13.5 for further details.
Number of Vendor Performance Rights that will be issued	Subject to satisfaction of the relevant Performance Milestone (see below), Charger is required to either, at Charger’s election,pay	Subject to satisfaction of the relevant Performance Milestone (see below), Charger is required to either, at Charger’s electionpay$200,000 or issue

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	$200,000 or issue 2,000,000 Shares to LIT. The Performance Milestone is Charger, by 4 December 2026, delineating an inferred resource under the JORC Code of: • 10,000 tonnes of contained nickel on the tenements comprising the LIT Projects; • 10,000,000 tonnes equal to or greater than 1.2% lithium oxide on the tenements comprising the LIT Projects; or • 100,000 ounces of gold equivalent on the tenements comprising the LIT Projects. If the above Performance Milestone is not met, no cash or Shares will be paid or issued under the Vendor Performance Right. See Section 13.2 for further details.	2,000,000 Shares to AG (or nominee approved by Charger). The Performance Milestone is Charger, by 4 December 2026, delineating an inferred resource on R70/59 under the JORC Code of 10,000 tonnes of nickel equivalent or 50,000 ounces of gold at no less than 3 grams/tonne. If the above Performance Milestone is not met, no cash or Shares will be paid or issued under the Vendor Performance Right. See Section 13.5 for further details.
Reason for issuing the Vendor Performance Rights	As partial consideration under the LIT Acquisition Agreement. See Section 13.2 for further details.	As partial consideration under the Mercator Acquisition Agreement. See Section 13.5 for further details.
Explanation of why the Vendor Performance Rights are being issued	Charger has negotiated a portion of the consideration under the LIT Acquisition Agreement in the form of Vendor Performance Rights so as to align LIT’s interests with Charger’s other Shareholders on a risk and reward basis. The relevant Performance Milestone that is required to be achieved(see below)	Charger has negotiated a portion of the consideration under the Mercator Acquisition Agreement in the form of Vendor Performance Rights so as to align Mercator’s (AG’s following the AG Assignment) interests with Charger’s other Shareholders on a risk and reward basis. The relevant Performance Milestone that is required to be

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	before Shares may be issued is specific and able to be determined objectively and is a milestone that the Charger Board considers will, if achieved, add shareholder value.	achieved (see below) before Shares may be issued is specific and able to be determined objectively and is a milestone that the Charger Board considers will, if achieved, add shareholder value.
Details of undertaking being acquired under the Acquisition Agreements	See Section 13.2 for details of the undertaking being acquired under the LIT Acquisition Agreement.	See Section 13.5 for details of the undertaking being acquired under the Mercator Acquisition Agreement.
Details of Vendors under the Acquisition Agreements.	LIT is a public company listed on ASX. It is noted that AG is a director of LIT.	Mercator is a private company controlled by AG. It is noted that AG is a director of LIT.
Details of how Charger determined the number of Vendor Performance Rights to be issued and why	The quantum of the Vendor Performance Rights was agreed with LIT on an arm’s length basis at a level that Charger believes fairly rewards LIT for exploration success without significantly diluting Charger’s shareholders.	The quantum of the Vendor Performance Rights was agreed with Mercator on an arm’s length basis at a level that Charger believes fairly rewards Mercator for exploration success without significantly diluting Charger’s shareholders.
Number of Charger shares into which the performance securities will convert and impact on Charger’s capital structure	If Charger elects to issue Shares (and not cash) upon the above Performance Milestone being achieved: • LIT will issue 2,000,000 Shares; and • Charger’s share capital will increase from 50,400,001 Shares to 52,400,001 shares (assuming, Charger’s share capital does not change from the Listing Date).	If Charger elects to issue Shares (and not cash) upon the above Performance Milestone being achieved, • LIT will issue 2,000,000 Shares; and • Charger’s share capital will increase from 50,400,001 Shares to 52,400,001 shares (assuming, Charger’s share capital does not change from the Listing Date).
Additional matters relating to the Vendor Performance Rights	Quotation: not quoted Transferability: LIT may not transfer its rights under the LIT Acquisition Agreement	Quotation: not quoted Transferability: Mercator (AG after the AG Assignment) may not transfer its rights under the

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		without first following a pre- emptive right process in favour of Charger provided that the pre-emptive right process does not need to be followed in respect of a transfer of LIT’s rights to a related body corporate of LIT. Rights to vote: none Rights to participate in new issues of capital: none Entitlement to a dividend: none Right to a return of capital: none Right to participate in surplus profits or assets on a winding up: none Right to participate in new issues of securities: none	Mercator Acquisition Agreement without first following a pre-emptive right process in favour of Charger provided that the pre-emptive right process does not need to be followed in respect of a transfer of Mercator’s rights to a related body corporate. Rights to vote: none Rights to participate in new issues of capital: none Entitlement to a dividend: none Right to a return of capital: none Right to participate in surplus profits or assets on a winding up: none Right to participate in new issues of securities: none

The Company did not obtain an independent valuation when determining the consideration to be paid to the Vendors under the Acquisition Agreements for the Project Interests. Rather, the Directors believe that the consideration reflects arm’s length terms.

Please refer to Sections 13.2 and 13.5 for details of the terms and conditions of the Acquisition Agreements.

7.14 SUBSTANTIAL SHAREHOLDERS

As at the date of this Prospectus, the Shareholders holding 5% or more of the Shares on issue are as follows:

Shareholder	Shares	Options	Percentage (undiluted)	Percentage (diluted(1))
Gunsynd Plc	1,600,000	-	19.4%	13.7%
Lind Global Macro Fund LP	1,200,000	-	14.5%	10.3%
Warrior Finance Pty Ltd(2)	1,000,000	1,800,000	12.1%	24.0%
David Crook(3)	550,001	500,000	6.7%	9.0%
Terry Gardiner(4)	250,000	650,000	3.0%	7.7%

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Notes:

• (1) Assumes each of the Options on issue as at the date of this Prospectus (being 3,400,000 Options - see Section 7.12) are exercised.

• (2) Including its associate Warrior Strategic Pty Ltd. Warrior Strategic Pty Ltd is a party to the Company Secretarial Agreement (see Section 9.2(b)).

• (3) David Crook holds the Shares and Option both directly and indirectly through the Parkway Super Fund of which Mr Crook is the trustee.

• (4) Mr Terry Gardiner holds the Shares and Options both directly and indirectly through the Terry James Gardiner Super Fund of which Mr Gardiner is the trustee

Set out below are the Shareholders expected to hold 5% or more of the Shares on issue upon completion of the Offers on an undiluted and diluted basis, being the Vendors under the Acquisition Agreements. This assumes that no existing significant Shareholder or any Vendor subscribes for and is allotted additional Shares pursuant to the Offers.

Lithium Australia NL	Lithium Australia NL	Percentage (undiluted(1))	Percentage (diluted(2))
Shares	9,600,000	19.05%	15.89%
Vendor Performance Rights(3)	For the issue of up to 2,000,000 Shares		3.31%
Total		19.05%	19.21%
Mercator Metals Pty Ltd or nominee		Percentage (undiluted(1))	Percentage (diluted(2))
Shares	2,550,000	5.06%	4.22%
Vendor Options(4)	1,000,000		1.66%
Vendor Performance Rights(5)	For the issue of up to 2,000,000 Shares		3.31%
Total		5.06%	9.19%

Notes:

• (1) Assumes none of the Options on issue upon completion of the Offers (see Section 7.12) are exercised and the Vendor Performance Rights (see Section 7.13) have not converted to Shares.

• (2) Assumes each of the Options on issue upon completion of the Offers (see Section 7.12) are exercised and the Vendor Performance Rights (see Section 7.13) have converted to Shares

• (3) See Section 7.13 for details of the circumstances in which the Vendor Performance Rights convert to Shares under the LIT Acquisition Agreement

• (4) See Section 14.2(b) for details of the terms and conditions of the Vendor Options

• (5) See Section 7.13 for details of the holder of the Vendor Performance Rights and circumstances in which the Vendor Performance Rights convert to Shares under the Mercator Acquisition Agreement.

The Company will announce to the ASX details of its top 20 Shareholders after completion of the Offers and prior to the Shares commencing trading on the ASX.

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7.15 FINANCIAL INFORMATION

Having been incorporated on 27 November 2020, the Company does not have any operating history on which an evaluation of its prospects can be made and has limited historical financial performance. The Company will only commence its own detailed exploration activities at the Projects once it has been admitted to the Official List. Accordingly, the Company is not able to disclose any key financial ratios.

Historical financial information of the Company is included in the Independent Limited Assurance Report contained in Section 11. Potential investors should read the Independent Limited Assurance Report in full.

The audited reviewed interim financial statements for the Company for the period from incorporation to 31 December 2020 were signed 23 April 2021.. The Company will give a copy of these statements to any person who requests one during the Offer period, free of charge.

7.16 DIVIDEND POLICY

The Company has not declared a dividend since its incorporation and, at the date of this Prospectus, does not expect to pay any dividends in the two- year period following the date of this Prospectus. During this period the Board expects to incur significant expenditure on the exploration and development of the Project and in identifying, evaluating and, if warranted, acquiring other resource projects or assets in Australia and/or overseas that have the potential to add Shareholder value. The extent, timing and payment of dividends by the Company in the future will be at the discretion of the Directors and will depend on a number of factors including future earnings, the operating results and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurances in relation to the payment of dividends, or the franking credits attached to such dividends, can be given.

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8. RISK FACTORS

8.1 INTRODUCTION

Subscribing for Shares involves a number of risks. Prospective investors in the Company should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for the Shares offered under this Prospectus.

Charger is an exploration company and you should consider that an investment in the Company is highly speculative. You should consult your professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

The risk factors set out below and others not specifically referred to below must not to be taken as exhaustive of the risks faced by the Company or by investors in the Company.

These risk factors may materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Accordingly, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares. Some risks can be mitigated by the use of appropriate safeguards and appropriate systems and controls by the Company, however, some are unpredictable and outside the control of the Company and the extent to which they can be mitigated or managed is very limited or not possible.

8.2 KEY RISKS SPECIFIC TO THE COMPANY

The key risks which the Directors consider are associated with an investment in the Company are:

• Future Capital Requirements

• Equity Market Conditions

• Commodity Prices and Exchange Rates Risk

• Exploration and Appraisal Risks

• Nature of Mineral Exploration and Mining

• No Profit to Date and Limited Operating History

• Land Access Risks

• Contractual Risks

• Operational Risks

• Native Title and Aboriginal Heritage Risk

• Environmental Risks

• Climate change Risks

• Reliance on Key Personnel

• No Dividends

• Title Risk

• Regulation Risk

• Exploration Costs Risk

• Litigation Risk

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• New Project and Acquisitions Risk

• Liquidity Risk

• COVID-19 Risks

Refer to the Key Risks Section in the Investment Overview in Section 5 of this Prospectus (above) for a summary of the key risks relevant to the Company listed above. Further general risks are set out below.

All of those risks (and others) have the potential to have a significant adverse impact on the Company and may affect the Company’s financial position or prospects or the price or value of the Company’s Securities. Those risks ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares. Potential investors should consult their professional advisers.

GENERAL RISKS

8.3 COMMERCIAL RISK

The mining industry is competitive and there is no assurance that, even if commercial quantities of minerals are discovered by the Company on the Projects or future projects it may acquire an interest in, a profitable market will exist for sales of such minerals. There can be no assurance that the quality of any such minerals will be such that they can be mined economically.

8.4

INSURANCE RISKS

Exploration for and development of minerals involves hazards and risks that could result in the Company incurring losses or liabilities that could arise from its operations. If the Company incurs losses or liabilities which are not covered by its insurance policies, the funds available for exploration and development will be reduced and the value and/or title to the Company’s assets may be at risk.

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances the Company’s insurance may not be of a nature or level to provide adequate insurance cover. 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.

Insurance against all risks associated with mining exploration and production is not always available and, where available, the costs can be prohibitive or not adequate to cover all claims.

8.5 ACCESS TO INFRASTRUCTURE

If the Company progresses to production there is no guarantee that appropriate and affordable road, rail and or port capacity will be available, which could have an adverse effect on the Company. In the event of production the Company will also require the use of both power and water infrastructure. In the event that there is high demand for and limited access to power and water access there is a risk that the Company may not be able to procure such access which could have an adverse effect on the Company.

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8.6 GENERAL ECONOMIC CONDITIONS

General economic conditions, introduction of tax reform, new legislation, the general level of activity within the resources industry, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and possible production activities, as well as on its ability to fund those activities both in Australia and overseas.

8.7 SHARE MARKET CONDITIONS

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

• (a) general economic outlook;

• (b) the introduction of tax reform or other new legislation (such as royalties);

• (c) interest rates and inflation rates;

• (d) currency fluctuations;

• (e) changes in investor sentiment toward particular market sectors in Australia and/or overseas (such as the exploration industry or iron ore, copper, nickel and/or platinum group elements sector within that industry);

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

• (g) terrorism or other hostilities.

The market price of the Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular, which influences are beyond the Company’s control and which are unrelated to the Company’s performance. Neither the Company nor the Directors warrant the future performance of the Company or the Shares and subsequently any return on an investment in the Company. Shareholders who decide to sell their Shares after the Listing Date may not receive the entire amount of their original investment.

8.8 VOLATILITY IN GLOBAL CREDIT AND INVESTMENT MARKETS

Global credit, commodity and investment markets have recently experienced a high degree of uncertainty and volatility. The factors which have led to this situation have been outside the control of the Company and may continue for some time resulting in continued volatility and uncertainty in world stock markets (including the ASX). This may impact the price at which the Shares trade regardless of operating performance and affect the Company’s ability to raise additional equity and/or debt to achieve its objectives, if required.

8.9 UNFORESEEN EXPENDITURE RISK

Expenditure may need to be incurred that has not been considered in this Prospectus. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred this may adversely affect the expenditure proposals and activities of the Company, as the Company may be required to reduce the scope of its operations and scale back its exploration programmes. This could have a material adverse effect on the Company’s activities and the value of the Shares.

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9. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

9.1 DIRECTORS AND MANAGEMENT

The Board of the Company consists of:

(a) David Crook (BSc, GAICD, MAIG, MAusIMM) Managing Director and Chief Executive Officer

Mr David Crook is an experienced Managing Director with a strong technical and commercial background. Mr Crook has 40 years’ experience as a geologist with a demonstrated discovery and production record including in nickel, gold, caesium and lithium, which included 16 years as Managing Director of ASX-listed Pioneer Resources Limited. Mr Crook was part of the geological teams that made discoveries at Mt Jewell (gold), Sinclair (Caesium), Dome North (Lithium), Kalpini and Goongarrie (Nickel Laterite) and Gidgee Gold Mine (gold).

Recently Mr Crook consulted to Lithium Australia NL where he was tasked with the role of reducing its exploration expenditure commitments and risk whilst maintaining exposure to a potential supply of battery minerals. Mr Crook saw significant potential in Lithium Australia NL’s exploration portfolio and decided to incorporate Charger Metals NL with a view to acquiring available non-core assets of Lithium Australia NL and aggregating them with battery minerals and precious metals projects in Australia and listing Charger on the ASX .

(b) Terry Gardiner (BBus)

Non-Executive Chairman

Mr Gardiner was appointed to the Board of Directors upon incorporation. He has strong experience in capital raising, support, promotion and corporate advisory services to listed companies in Australia and overseas. He has 30 year’s experience investing in capital markets and extensive experience in funds management for sophisticated and private investors. He is currently a Non-Executive Director of Cazaly Resources Limited and Galan Lithium Limited. He is also an Executive Director of Barclay Wells Ltd, a boutique stock broking firm with offices in Perth and Melbourne.

It is noted that Mr Gardiner was appointed to the board of Affinity Energy and Health Limited (Affinity) in October 2019 at which time Affinity’s shares were, the subject of a period of voluntary suspension. Affinity was ultimately unable to raise funds to finance its operations and remained suspended by ASX until it entered voluntary administration on 1 July 2020 whilst Mr Gardiner was a director. A Deed of Company Arrangement for Affinity was executed in August 2020 and Affinity is no longer in administration. The Directors do not consider that this matter adversely effects Mr Gardiner’s ability to perform his role as a NonExecutive Director of the Company.

(c) Alan Armstrong (BBus, CA GAICD)

Non-Executive Director

Mr Alan Armstrong was appointed to the Board of Directors upon incorporation. He is an experienced Director with a demonstrated history of working in the mining and metals industry. He has strong business development professional experience, holds a Grad Dip CA from the Institute of Chartered Accountants Australia and is a member of the Australian Institute of Company Directors.

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9.2 KEY MANAGEMENT PERSONNEL AND CONSULTANTS

(a) Mr Jonathan Whyte (BCom CA AGIA ACG)

Chief Financial Officer & Company Secretary

Mr Whyte is a Chartered Accountant and has extensive corporate, company secretarial financial accounting experience across a number of listed and unlisted resource sector companies. Mr Whyte previously worked in the investment banking sector in London over a period of 6 years for Credit Suisse and Barclays Capital Plc. Extensive corporate, company secretarial and financial accounting experience, predominantly for listed resource companies.

(b) Warrior Strategic Pty Ltd

The Company has engaged Warrior Strategic Pty Ltd (Warrior) as a consultant to provide company secretarial and other compliance related services and Chief Financial Officer, Taxation Public Officer and investor relations services to the Company (Company Secretarial Agreement) on commercial and arm’s length terms. Warrior is a consulting firm which provides consulting services to junior exploration and mining companies. The sole director and shareholder of Warrior is Bryan Dixon. Mr Dixon resigned as a non-executive director of Lithium Australia NL in January 2021 to remove any perceived conflict of interest.

Under the Company Secretarial Agreement, the Company has agreed to pay Warrior $80,000 up until the Listing Date (following which fees will be charged at commercial hourly rates) and Warrior (or its nominees) is entitled to be issued 2,000,000 Options with an exercise price of $0.30 and an expiry date 3 years from the Listing Date - these Options have been issued to Warrior (1,800,000 Options) and Jonathon Whyte (200,000 Options)

As at the date of this Prospectus, Warrior and its Associates hold 1,000,000 Shares which were issued at $0.05 per Share under a seed capital raising conducted by the Company in January 2021. See Section 7.14 for further details.

9.3 DISCLOSURE OF INTERESTS

Directors are not required under the Constitution to hold any Securities. As at the date of this Prospectus, the Directors and Key Management Personnel have relevant interests in Securities as follows:

Director	No. of	No. of
	Shares	Options5
David Crook1	550,001	500,000
Alan Armstrong2	50,000	250,000
Terry Gardiner3	250,000	650,000
Jonathan Whyte4	100,000	200,000

(1) Mr David Crook holds the Shares and Options in the Company both directly and indirectly through the Parkway Super Fund of which Mr Crook is the trustee. The Options and 150,000 Shares were issued as remuneration pursuant to the Oresource Consultancy Agreement with Mr Crook’s controlled entity the material terms of which are summarised in Section 9.5. The remainder of the Shares were issued at $0.05 per Share under a seed capital raising conducted by the Company in January 2021.

(2) Mr Alan Armstrong holds the Shares and Options in the Company directly. The Shares and Options were issued as remuneration pursuant to Mr Armstrong’s Non-Executive Director Service Agreement the material terms of which are summarised in Section 9.5.

(3) Mr Terry Gardiner holds the Shares and Options in the Company both directly and indirectly through the Terry James Gardiner Super Fund of which Mr Gardiner is the trustee. The Options and 50,000

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Shares were issued as remuneration pursuant to Mr Gardiner’s Non-Executive Director Service Agreement the material terms of which are summarised in Section 9.5. The remainder of the Shares were issued at $0.05 per Share under a seed capital raising conducted by the Company in January 2021.

• (4) Mr Jonathan Whyte holds the Shares and Options in the Company both directly and indirectly through Keyport Investments Pty Ltd, a company in which Mr Whyte is a director and shareholder. The Options were issued pursuant to the Company Secretarial Agreement (see Section 9.2(b)). The Shares were issued at $0.05 per Share under a seed capital raising conducted by the Company in January 2021.

• (5) The Options have a $0.30 exercise price and expire 3 years from the Listing Date. Full terms and conditions of the Options are set out in Section 14.2(b).

For each of the Directors, the expected annual remuneration (excluding superannuation) for the financial year following the Company being admitted to the Official List is set out in the table below. The table below also contains details of the interest of each of the Directors and the Key Management Personnel in the Company upon completion of the Offers (including Shares subscribed for at $0.05 per Share under the seed capital raising conducted by the Company in January 2021 (as further described in Section 7.1)) assuming that such Directors or Key Management Personnel do not subscribe for additional Shares under the Offers.

Director/ Key Management Personnel	Cash remuneration ($)	Remuneration(1) Shares	Shares subscribed for under the seed capital raising	Options (2)	Percentage (undiluted **(3)) **	Percentage **(diluted(4)) **
David Crook	$122,880(5)	150,000	400,000	500,000	1.09%	1.86%
Terry Gardiner	$50,000	50,000	200,000	650,000	0.50%	1.60%
Alan Armstrong	$50,000	50,000	-	250,000	0.20%	0.53%
Jonathan Whyte	Commercial hourly rates	-	100,000	200,000	0.10%	0.53%

Notes:

• (1) Refer to Sections 9.3 and 9.5 for details of the remuneration paid to Directors and Key Management Personnel in connection with their roles

• (2) Refer to Section 14.2(b) for the terms and conditions of the Options

• (3) Assumes none of the Options on issue upon completion of the Offers (see Section 7.12) are exercised and the Vendor Performance Rights (see Section 7.13) have not converted to Shares.

• (4) Assumes each of the Options on issue upon completion of the Offers (see Section 7.12) are exercised and the Vendor Performance Rights (see Section 7.13) have converted to Shares

• (5) Minimum retainer only. Additional fees outlined in Section 9.5.

9.4 DIRECTOR DISCLOSURES

No Director, has been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualification in Australia or elsewhere in the last 10 years, which is relevant or material to the performance of their duties as a Director or which is relevant to an investor’s decision as to whether to subscribe for Shares.

Except as disclosed in Section 9.1, no Director has been an officer of a company that has entered into any form of external administration as a result of insolvency during the time that they were an officer within a 12-month period after they ceased to be an officer.

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9.5 AGREEMENTS WITH DIRECTORS OR OTHER RELATED PARTIES

Details of agreements between the Company and related parties of the Company are set out below. The Board considers that the agreements between the Company and each Director under which the Directors receive remuneration including Shares and Options for their services to the Company as an officer or employee did not require Shareholder approval as such remuneration is reasonable in the parties’ circumstances in accordance with section 211 of the Corporations Act.

Shareholder approval was not sought prior to entering into the agreements with the related parties of the Company as the Board considered that the benefits under the agreements were reasonable in the circumstances if the parties were dealing at arms’ length in accordance with section 210 of the Corporations Act. Directors are subject to the provisions of the Constitution relating to retirement by rotation and re-election of directors.

The portion of the Directors’ holdings of Securities of the Company were issued to them as part of their remuneration arrangements as set out below. In addition, the Directors (other than Alan Armstrong) applied for and were issued Shares at $0.05 per Share in the seed capital raising conducted by the Company in January 2021 as further described in Sections 7.1 and 9.3. The Shares were subscribed for and issued on terms identical to other investors in that seed capital raising. Accordingly, the Board considered that their issue would be reasonable in the circumstances if the parties were dealing at arms’ length in accordance with section 210 of the Corporations Act.

The Board considers that there are no additional risks to the Company as a result of the Director and related party agreements described in this Section 9.5.

The Company has adopted a Code of Conduct it will observe when entering into any future related party transactions, a summary of which is set out in Section 9.6(8).

Oresource Consultancy Agreement and Managing Director Agreement

On 10 May 2021, the Company entered into a replacement consultancy agreement with an entity controlled by Mr David Crook, Oresource Pty Ltd as trustee for the Oresource Trust ( Oresource ) ( Oresource Consultancy Agreement ). The Oresource Consultancy Agreement commences on the Listing Date.

Under the Oresource Consultancy Agreement, Oresource agrees to make Mr Crook available to provide the services of Managing Director and Chief Executive Officer of the Company including specific responsibilities set out in a schedule to the Oresource Consultancy Agreement which are consistent with those of a Managing Director and Chief Executive Officer. .

Under the Oresource Consultancy Agreement, a monthly minimum of $10,240 (excluding GST) is payable to Oresource. This monthly retainer represents payment for a minimum of 8 days work by Mr Crook per month. Where more hours are required to be worked by Mr Crook in any month then the additional hours worked will be charged at $640 per half day (plus GST). In addition to the cash remuneration, Oresource is entitled to be issued, and has been issued, the following Shares and Options:

• (a) 150,000 Shares; and

• (b) 500,000 Options with a $0.30 exercise price and expiry date 3 years from the Listing Date (refer to Section 14.2(b) for the terms and conditions of the Options).

The Oresource Consultancy Agreement contains an acknowledgement by the Company that Oresource consults to, and is a shareholder of, Lithium Australia NL. In this regard, Mr

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Crook has advised the Company that Oresource is providing geological consulting services to Lithium Australia NL at commercial hourly rates and that on and from the Listing Date his expectation is that such services will be for less than 1-2 days per month. The Directors do not consider that this adversely effects Mr Crook’s ability to perform his role as Managing Director of the Company.

The Company will also pay for Oresource’s reasonable out of pocket expenses properly incurred at the request of the Company or with the approval of the Board or in the ordinary course of carrying on the Company’s business.

Charger agrees not to make any claim against Oresource or its directors or employees (excepting where there has been gross negligence or wilful default) and indemnifies Oresource for losses suffered in carrying out the Oresource Consultancy Agreement (excepting where there has been gross negligence or wilful default) provided that these provisions do not limit the operation of the MD Agreement (see below) or the Deed of Indemnity entered into between Charger and Mr Crook (see below.

The Company or Mr Crook may terminate the Oresource Consultancy Agreement by providing written notice of two months to the other party. The Company may also terminate the Oresource Consultancy Agreement immediately if Oresource or Mr Crook is found to have been grossly negligent or having committed an act or omission which constitutes wilful misconduct.

The Company has also entered into an agreement with Mr Crook in relation to his appointment as Managing Director and Chief Executive Officer of the Company ( MD Agreement ), The MD Agreement requires Mr Crook to exercise the general duties of care and diligence, good faith, proper use of position and proper use of information as well as fiduciary duties imposed by common law. Mr Crook’s responsibilities under the MD Agreement includes those of a Managing Director and Chief Executive Officer set out in the Oresource Consultancy Agreement. No remuneration is payable to Mr Crook under the MD Agreement (but without limiting the operation of the Oresource Consultancy Agreement)

The MD Agreement otherwise contains terms and conditions considered standard for agreements of this nature, including in relation to confidential information and disclosure of interests

Non-Executive Directors’ Agreements

The Company has entered into agreements with each of Mr Alan Armstrong (as Chairman and Non-Executive Director) and Mr Terry Gardiner (as Non-Executive Director) (each a Non-Executive Director ), in relation to their appointment as Non-Executive Directors of the Company ( Non-Executive Director Agreements ).

The Non-Executive Director Agreements contain terms and conditions considered standard for agreements of this nature, including in relation to confidential information and disclosure of interests.

The key terms of the Non-Executive Director Agreements are as follows:

• (a) The Non-Executive Director’s appointment is subject to the Company’s Constitution, ASX Listing Rules and the Corporations Act including relating to retirement by rotation and re-election.

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• (b) The Non-Executive Director is entitled to resign from their appointment, in accordance with the Company’s Constitution.

• (c) The Non-Executive Director is required to comply with the Company’s Corporate Governance Policy, charters, policies and processes.

• (d) The Non-Executive Director will be expected to exercise the general duties of care and diligence, good faith, proper use of position and proper use of information as well as fiduciary duties imposed by common law.

• (e) The Non-Executive Director’s responsibilities will include those that normally fall within such a role, including sharing responsibility with the other Directors for the effective control of the Company and attending Board meetings.

The Non-Executive Directors will be entitled to a base fee as follows to be paid from the Listing Date:

• (a) $50,000 per annum payable to Mr Alan Armstrong; and

• (b) $50,000 per annum payable to Mr Terry Gardiner.

In addition, from 1 March 2021 until the Listing Date, the Non-Executive Directors will be entitled to a base fee as follows:

• (a) $25,000 per annum payable to Mr Alan Armstrong; and

• (b) $25,000 per annum payable to Mr Terry Gardiner.

In addition to the annual directors’ fees, the Non-Executive Directors are entitled to and have been issued the following Shares and Options:

Mr Alan Armstrong - 50,000 Shares and 250,000 Options with a $0.30 exercise price and an expiry date 3 years from the Listing Date (refer to Section 14.2(b) for the terms and conditions of the Options); and

Mr Terry Gardiner - 50,000 Shares and 650,000 Options with a $0.30 exercise price and expiry date 3 years from the Listing Date (refer to Section 14.2(b) for the terms and conditions of the Options).

The Non-Executive Directors Agreements do not provide for any additional retirement or termination payments to be made on termination of the Non-Executive Director Agreements. The Company agrees to reimburse the Non- Executive Directors for all reasonable expenses incurred in carrying out their duties.

Directors’ and Officers’ deeds of indemnity, insurance and access

The Company has entered into a deed of indemnity, insurance and access ( Director Indemnity Deed ) with each Director and the Company Secretary under which the Company indemnifies each Director and the Company Secretary to the extent permitted by law against any liability arising as a result of the Director or the Company Secretary acting in their capacity as an officer of the Company ( Officer ).

During the period that each Director is a director of the Company until seven years after the relevant Director ceases to be a director of the Company ( Access Period ) the Company must maintain insurance policies insuring the Directors against liability incurred in connection with their office to the extent permitted by law, so far as is reasonably available at reasonable cost and consistent with generally accepted insurance industry practices

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including as to applicable exclusions and conditions. During the Access Period the Company must maintain and provide the Officer with access to certain documents.

Shareholder approval was not sought prior to entering into each Director Indemnity Deed as the Board considered that the Director Indemnity Deed confers benefits that are reasonable in the circumstances of the parties in accordance with section 211 of the Corporations Act. The Board considers that there are no additional risks to the Company as a result of each Director Indemnity Deed.

The Director Indemnity Deed also contains additional provisions which are considered usual in agreements of this type.

9.6 CORPORATE GOVERNANCE

The primary responsibility of the Board is to represent and advance Shareholders’ interests and to protect the interests of stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company. The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.

The Board has adopted the corporate governance policies summarised below. Copies of the policies are available in full on the Company’s website at chargermetals.com.au/corporate. As the Company’s activities increase in size, scope and/or nature, the Company’s corporate governance policies will be reviewed by the Board and amended as appropriate.

(a) Board of Directors

To the extent they are deemed appropriate by the Board, having regard to the Company’s circumstances, the Company has adopted the Corporate Governance Principles and Recommendations (4th Edition) as published by the ASX Corporate Governance Council ( Recommendations ).

The responsibilities of the Board include:

• protection and enhancement of Shareholder value;

• formulation, review and approval of the objectives and strategic direction of the

• Company;

• monitoring the financial performance of the Company by reviewing and approving

• budgets and monitoring results;

• approving all significant business transactions including acquisitions, divestments and capital expenditure;

• ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

• the identification of significant business risks and ensuring that such risks are adequately managed;

• the review of performance and remuneration of executive Directors and key staff;

• the establishment and maintenance of appropriate ethical standards; and

• evaluating and, where appropriate, adopting with or without modification the Corporate Governance Principles and Recommendations.

The Company has considered the Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with those guidelines.

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The Company seeks to follow the Recommendations where appropriate for its size and operations. In cases where the Company determines it would be inappropriate to follow the Recommendations due to its circumstances, the Company will provide reasons for that in its annual report.

The Board will consider on an ongoing basis its corporate governance procedures and whether they are sufficient given the Company’s circumstances including its nature of operations and size.

(b) Board Charter

A written charter has been adopted by the Board (Charter) to provide a framework for the effective operation of the Board. The Charter dictates the Board’s composition, role and responsibilities. The Charter also governs the relationship between the Board, management and persons to whom the Board has delegated its authority.

The Charter, which among other things, requires the Board to:

• ( budgets and expenditure ): approve, evaluate and monitor major capital expenditure, capital management, budgets and all major transactions, including the issue of Securities;

• ( disclosures ): oversee the Company’s continuous disclosure process and compliance with the Company’s Continuous Disclosure Policy;

• ( leadership ): provide leadership to the Company and set strategic objectives or direction;

• ( performance ): oversee the Company’s performance, including management’s implementation of the strategic objectives set by the Board;

• ( appointment of executives ): attend to and manage the appointment of a Chairman, CEO and senior executives of the Company;

• ( remuneration ): review and approve the Company’s remuneration framework;

• ( risk management ): ensure that the Company has adopted an appropriate risk management framework;

• ( accounting ): oversee the integrity of the Company’s accounting and corporate reporting systems, including all external audits;

• ( governance policies ): adopt, review and evaluate the Company’s governance policies and procedures; and

• ( dividends ): determine the Company’s dividend policy, including the amount and timing of all dividend payments.

The CEO will conduct or otherwise oversee the management function as directed by the Board. Management must promptly supply the Board with all required information that is in a form and of a quality to allow the Board to effectively discharge its duties. The Board collectively, and any individual Director (with the Chairman’s approval), is permitted to seek independent professional advice, at the Company’s expense.

(c) Director Selection Procedure

The Board will ensure that it has the appropriate range and expertise to properly fulfil its responsibilities having regard to the Board Skills Matrix.

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(d) Board Committees

From time to time, the Board may establish committees to which the Board may delegate its responsibilities. The Board does not currently have any committees but proposes to establish both an Audit and Risk Committee, and a Remuneration and Nomination Committee, at such time as the Board determines, having regard to the size of the Company and the nature of its operations. The Board will appoint members to the committees based on the needs of the Company, any regulatory or statutory requirements and the knowledge, skill and experience of the members.

Having regard to the ASX Listing Rules and other relevant laws, the Board has adopted committee charters for the Audit and Risk Committee, and the Remuneration and Nomination Committee, pursuant to which the Board will carry out the functions and responsibilities of each of those committees until such time as they are established. These charters are summarised as follows:

Audit and Risk Management Committee Charter

This charter sets out the role, management, responsibilities, composition and procedural requirements of the Audit and Risk Committee. The committee’s functions are to assist the Board in fulfilling its responsibilities with respect to the Company’s:

• financial reports;

• financial reporting systems and processes;

• risk management, including preparation of a risk management framework;

• compliance processes, including development of a compliance framework;

• internal controls; and

• internal and external audit processes.

The charter sets out the procedural requirements for the committee and requires the committee to be of sufficient size, independence and technical expertise to discharge its functions effectively. The committee, in carrying out its functions, has the power to conduct investigations and retain expert advisers.

Remuneration and Nomination Committee Charter

This charter sets out the role, authority, responsibilities, composition and procedural requirements of the Remuneration and Nomination Committee. The committee’s functions are to assist the Board in fulfilling its responsibilities by reviewing and making recommendations with respect to:

• remuneration of executive directors, and the Company’s senior executives;

• remuneration of non-executive Directors;

• remuneration of employees generally;

• executive and employee performance evaluation;

• the nomination and appointment of Directors; and

• policies to promote diversity of representation and contribution to the Company, professional development and personnel management.

The charter sets out the procedural requirements for the committee and requires the committee to be of sufficient size, independence and technical expertise to discharge its functions effectively. The committee, in exercising its functions, has the power to retain

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expert advisers and conduct or authorise enquiries into any matters, including conducting checks of a candidate’s character.

(e) Corporate governance policies

The Company has adopted each of the policies that are summarised below, which have been prepared having regard to the ASX Recommendations. These policies are available on the Company’s website: www.chargermetals.com.au

(f) Code of Conduct

The Company values the importance of observing high standards of ethical corporate practice and business conduct, and accordingly, has adopted a formal code of conduct ( Code of Conduct ). The Code of Conduct must be adhered to by all Directors, advisors, officers, employees, consultants and contractors of the Company ( Personnel ). The Code of Conduct also sets out the consequences for breach of the code, including the possibility of disciplinary action or termination of employment.

The Code of Conduct requires as follows:

• ( compliance with laws ): Personnel must always comply with all laws and regulations;

• ( integrity ): all Personnel must act honestly, fairly, reasonably, respectfully and in good faith at all times and in the best interests of the Company;

• ( diversity ): Personnel must not engage in any form of discrimination, bullying, harassment, vilification and victimisation against other Personnel, shareholders, customers, clients, suppliers and competitors of the Company;

• ( assets and confidential information): Personnel must ensure that the Company’s confidential information remains confidential and is not used improperly. Employees must also ensure that the assets of the Company are used only for legitimate business purposes;

• ( conflicts of interest ): Personnel must avoid entering into any arrangement or participating in any activity that would conflict with the Company’s best interests or would be likely to negatively affect the Company’s reputation; and

• ( anti-bribery ): Personnel must comply with laws against bribery and corruption.

• (g) Security Trading Policy

This policy is aimed to impose restrictions on Directors, officers, senior executives and employees (collectively, Restricted Persons ) of the Company dealing in the Company’s Securities. Ultimately, this policy aims to:

• minimise risk of Restricted Persons contravening the laws against insider trading;

• ensure that the Company meets its reporting obligations under the ASX Listing Rules; and

• ensure transparency with respect to any trading of Shares by the Company’s Restricted Persons.

The policy requires that Restricted Persons should only deal in Shares if:

• they do not possess any price-sensitive information that is not available to the general public; and

• they have notified the Chairman, Board or Company Secretary (as applicable) that they intend to deal in the Shares and, in response to such notification, they do not receive any indication of any impediment to them doing so.

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Restricted Persons will generally not be permitted to deal in Shares where there is pricesensitive information that has not yet been disclosed to the public due to an exception to the ASX Listing Rules.

All trading in Shares by Restricted Persons must be in accordance with this policy and generally will only be permitted during specified trading windows.

In certain circumstances (including circumstances of financial hardship of the Restricted Persons), the Chairman or CEO may waive the restrictions that ordinarily would apply to the Restricted Persons and allow them to deal in Shares outside of the trading windows, on the condition that the Restricted Persons do not possess any price-sensitive information not available to the general public. Restricted Persons must:

• not communicate any price-sensitive information to a person who might deal in Shares, nor should they recommend or otherwise suggest to any person the buying or selling of Shares;

• not, at any time, engage in short-term trading in Shares; and

• not disclose confidential information of the Company to any unauthorised party.

The Company Secretary and Chairman must be notified immediately of any Restricted Persons buying or selling any Shares. If any person to whom this policy applies contravenes the policy, they may face disciplinary action, including summary dismissal.

(h) Continuous Disclosure Policy

The Company has adopted a Continuous Disclosure Policy to ensure that it complies with its obligations under the Listing Rules and the Corporations Act and which sets out the requirements for notification and the procedures for disclosure. The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to, and communicating with, the ASX. All relevant information provided to the ASX will be posted on the Company’s website once the ASX confirms the announcement has been made, to ensure that the information is easily accessible.

(i) Shareholder Communication Policy

The Company has adopted a Shareholder Communication Policy which outlines the processes through which the Company will endeavour to ensure effective communication with Shareholders and provide timely and accurate information to all Shareholders about the Company and its corporate strategies.

The Company supports Shareholder participation in general meetings. Mechanisms for enabling Shareholder participation will be reviewed regularly to encourage the highest level of Shareholder participation.

(j) Risk Management Policy

The Board determines the Company’s risk profile and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal controls. The Company’s process of risk management and internal compliance and control includes continuously identifying and reacting to risks that might impact upon the achievement of the Company’s goals, formulating risk management strategies to manage identified risks and monitoring the performance of risk management systems and internal compliance and controls. A risk management register has been developed and provides a framework for systematically understanding and identifying the types of business risks threatening the Company as a whole, or specific business activities within the Company.

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(k) Performance Evaluation Practices

The Board has established processes to review its performance and the performance of individual Directors and committees of the Board annually. As part of the annual review of the performance of the Board, the appropriate size, composition and terms and conditions of appointment to and retirement from the Board are considered. The level of remuneration for non-executive Directors is considered with regard to practices of other public companies and the aggregate amount of fees approved by Shareholders. The Board also conducts an annual review of the Board which considers such factors as the appropriate criteria for Board membership collectively, interactions between the Board and management and particular goals and objectives of the Board for the next year.

(l) Diversity Policy

The Board has adopted a Diversity Policy which sets out the Company's commitment to ensuring a diverse mix of skills and talent exists amongst its Directors, officers and employees, to contribute to the achievement of its corporate objectives. The Company considers diversity includes, but is not limited to, gender, age, experience, ethnicity and cultural background. The Company is committed to setting measurable objectives for attracting and engaging women at the Board level, in senior management and across the whole organisation. The Board is responsible for developing measureable objectives and strategies to meet its diversity objectives, and the Diversity Policy sets out the Company’s diversity strategies. The Board is also responsible for implementing, monitoring and reporting on the measureable objectives annually.

(m) Privacy Policy

The Board appreciates the seriousness of ensuring personal information belonging to individuals is handled, stored and dealt with correctly to ensure it is properly protected. The Company has adopted a privacy policy, which sets out the manner in which the Company must collect, use and manage the personal information of individuals.

Under this policy, the Company has committed to not selling, trading or otherwise disclosing personal information, other than:

• to third parties as might be reasonably expected by the individual at the time of providing their personal information to the Company;

• with the consent of the individual; or

• as otherwise required by law.

• (n) Anti-Bribery and Corruption Policy

The Company is committed to maintaining a high standard of integrity and corporate governance. This policy outlines the responsibilities of the Company’s executive and nonexecutive Directors, officers, executives, employees, consultants, contractors and advisors in observing and upholding the Company’s position against bribery and corruption.

The policy sets out how the Company must deal with the following matters:

• donations, gifts, corporate hospitality, political and charitable contributions;

• investigations or enquiries into a suspected act of bribery or corruption related to the Company, false reports and investigations;

• improper or unethical conduct;

• dealings with government officials; and

• consequences for breach of the policy.

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(o) Whistleblower Protection Policy

The Company is committed to the protection of individuals who disclose information concerning misconduct or an improper state of affairs or circumstances within the Company.

The Board has adopted a policy to protect whistleblowers, and to provide a safe and confidential environment for whistleblowers to raise concerns, without fear of reprisal and detrimental treatment. This policy dictates:

• the persons eligible for protection as a whistleblower;

• the protections that a whistleblower is entitled to; and

• how disclosures made by whistleblowers will be handled by the Company.

• (p) Related Party Transactions and Conflicts of Interest Policy

This policy establishes a protocol for Directors and key management personnel (collectively, Key Management Personnel ) of the Company, which aims to avoid and minimise potential issues arising when Key Management Personnel are negotiating and entering into transactions with their related parties.

This policy requires:

• Key Management Personnel to disclose all proposed or potential related party transactions to the Board before they are entered into;

• related party transactions to be undertaken and negotiated on arm’s length terms or otherwise in compliance with Chapter 2E of the Corporations Act and the ASX Listing Rules;

• where necessary, require an independent committee made up of the independent members of the Board to supervise negotiations and approve the related party transactions before they are entered into;

• ensure the related party transaction is in the best interests of the existing shareholders of the Company; and

• the negotiated terms of any related party transaction to be fair, reasonable and thoroughly documented.

Under the Corporations Act and the Company’s Code of Conduct, Key Management Personnel must avoid situations where their interests and the interests of the Company conflict. Amongst other requirements, Key Management Personnel are required to comply with the following:

• take all reasonable steps to avoid actual, potential or perceived conflicts of interest;

• disclose any conflicts of interest which may exist or might reasonably be thought to exist to the Chairman or Company Secretary; and

• abstain from participating in any discussion or voting on matters in which they have a material personal interest, except as permitted by the Constitution of the Company or by the Corporations Act.

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9.7 CORPORATE GOVERNANCE – EXCEPTIONS TO CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS

Under the ASX Listing Rules, the Company will be required to provide a statement in its annual financial report or on its website disclosing the extent to which it has followed the Recommendations during each reporting period. Where the Company has not followed a recommendation, it must identify the Recommendation that has not been followed and give reasons for not following it.

The Company’s compliance and departures from the Recommendations will also be announced prior to the Company’s admission to the Official List.

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10. INDEPENDENT TECHNICAL ASSESSMENT REPORT

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11. INDEPENDENT LIMITED ASSURANCE REPORT

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13. MATERIAL CONTRACTS

The full terms of contracts to which the Company is a party that may be material in terms of the Offers or the operations of the Company or that otherwise are or may be relevant to a potential investor in the Company are not set out in this Prospectus. Summaries of these contracts, however, are set out in Sections 7.1, Section 9.2(b), Section 9.5, the Solicitors’ Report on Tenements in Section 12 and in this Section 13.

13.1 AGREEMENTS WITH DIRECTORS AND RELATED PARTIES

Details of the material terms of the agreements between the Company and the Directors or other related parties of the Company are set out in Section 9.5.

13.2 LIT ACQUISITION AGREEMENT

On 4 December 2020, Charger entered into an Acquisition and Joint Venture Agreement with Lithium Australia NL ( LIT ) (which was subsequently amended by a deed of variation and restatement entered into on 16 April 2021) ( LIT Acquisition Agreement ) under which LIT granted Charger an option to acquire:

• (a) a 70% interest in exploration licence E70/5198 and granted under the Mining Act (WA) and exploration Licence application E70/5437 made under the Mining Act (WA) (Coates EL Application) which, collectively with prospecting licences P70/1752 and P70/1753 granted under the Mining Act (WA) (see below), constitute the Coates Cu-Ni-PGE Project;

• (b) a 70% interest in exploration licence EL30897 granted under the Mining Act (NT) which constitutes the Bynoe Lithium and Gold Project;

• (c) the following interests which constitute the Lake Johnston Lithium Project:

• (d) a 70% interest in exploration licences E63/1805, E63/1809, E63/1866 and E63/1806 granted under the Mining Act (WA);

• (e) a 100% interest in exploration licence E63/1903 granted under the Mining Act (WA); and

• (f) a 70% interest in contractual lithium rights to E63/1722, E63/1723 and E63/1777 which Lithium Australia NL holds under an agreement with Lefroy Exploration Limited as described in more detail below and in Section 13.4.

• (g) The option fee payable by Charger under the LIT Acquisition Agreement (which has been paid) is $30,000. The option period is 9 months (ending in September 2021).

The consideration payable for the above acquisition ( LIT Acquisition ) is 9,600,000 Shares and a cash payment of $100,000 in partial reimbursement of prior expenditure by LIT on the Coates Cu-Ni-PGE Project, the Bynoe Lithium and Gold Project and the Lake Johnston Lithium and Gold Project (collectively, the LIT Projects ).

In addition, Charger must either (at Charger’s election) pay LIT $200,000 or issue LIT 2,000,000 Shares if Charger, by 4 December 2026, delineates an inferred resource under the JORC Code of:

• (a) 10,000 tonnes of contained nickel on the tenements comprising the LIT Projects;

• (b) 10,000,000 tonnes equal to or greater than 1.2% lithium oxide on the tenements comprising the LIT Projects; or

• (c) 100,000 ounces of gold equivalent on the tenements comprising the LIT Projects.

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This contingent consideration is classified elsewhere in this Prospectus as Vendor Performance Rights – see Section 7.13 for further details.

Completion of the LIT Acquisition is also conditional on Charger, within 2 months of exercising its option to proceed with the LIT Acquisition, notifying LIT that it has completed it’s due diligence on the LIT Projects (which such due diligence Charger has completed) and Charger receiving conditional approval from the ASX to be admitted to the Official List. Completion must occur within 5 business days of satisfaction or waiver of these conditions. However:

• (a) the acquisition of a 70% interest in the tenement the subject of the Coates EL Application is subject to, and conditional on, the grant of that tenement (and the consent of the Minister (WA) to transfer such 70% interest to Charger – see below) provided that if such tenement has not been granted completion of the LIT Acquisition will still proceed and, in respect of the Coates EL Application, Charger will progress the grant of the tenement the subject of the Coates EL Application on behalf of Lithium Australia NL and, if the tenement is granted, the parties must do all things necessary thereafter to transfer a 70% interest in the tenement to Charger; and

• (b) if the consent of the Minister (WA) or the Minister (NT) is required to complete the LIT Acquisition then the Coates North Acquisition is subject to and conditional on such consent being obtained – the Company’s view is that the consent of the Minister (WA) is not required to complete the Coates North Acquisition except in respect of the tenements the subject of the Coates EL Application (see above) and in respect of exploration licence EL30897 the approval of the Minister (NT) is required for Charger to acquire a 70% interest in EL30897.

Upon completion of the LIT Acquisition, an unincorporated joint venture will be formed between Charger (with a 70% participating interest) and LIT (with a 30% participating interest) in respect of the LIT Projects (except in respect of exploration licence E63/1903)) on terms set out in the LIT Acquisition Agreement ( LIT Joint Venture ). Charger will be the Manager of the LIT Joint Venture.

LIT will be free carried in the LIT Joint Venture until the completion of a definitive feasibility study, at which time each party will need to fund the LIT Joint Venture expenditure in accordance with their respective participating interests or dilute under industry standard dilution. LIT can, at any time prior to completion of a definitive feasibility study, elect to convert its participating interest into a 2% net smelter revenue royalty.

The LIT Acquisition Agreement otherwise contains provisions considered standard for an agreement of its nature.

In addition, by way of a side letter dated 5 May 2021, Charger and Lithium Australia NL have agreed that prospecting licences P70/1752 and P70/1753 granted under the Mining Act (WA) to Charger (70%) and Lithium Australia NL (30%) will be governed by the joint venture terms in the LIT Acquisition Agreement. Under the side letter, if the LIT Acquisition Agreement is terminated before Completion occurs, Charger must transfer its interest in prospecting licences P70/1752 and P70/1753 to Lithium Australia NL.

LIT is also a party to a Farm-in Agreement with Okapi Resources Limited under which, Okapi has an exclusive right to earn a 75% interest in E63/1903 other than in respect of the rights to lithium and associated minerals that occur within PCT pegmatites. In connection with the LIT Acquisition, Charger has executed a deed of assignment by which it has agreed to comply with this agreement Okapi Resources Limited. Further details are set out in Section 13.3.

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LIT’s contractual rights to lithium in exploration licences E63/1722, E63/1723 and E63/1777 are held under a rights agreement with the registered holder of those tenements, Lefroy Exploration Limited. In connection with the LIT Acquisition, Charger has executed a deed of assignment by which it has agreed to comply with this agreement to the extent of the interest to be acquired by Charger upon completion of the LIT Acquisition. Further details are set out in Section 13.4.

13.3 OKAPI FARM-IN AGREEMENT

In December 2020, Charger entered into a deed of assignment with Okapi Resources Limited (Okapi) and LIT by which Okapi consented to Charger acquiring a 100% interest in exploration licence E63/1903 and by which, with effect from completion of the LIT Acquisition, Charger will be bound by the farm-in agreement between LIT and Okapi (Okapi Farm-in Agreement) under which:

• (a) Okapi has a right to earn a 75% interest in E63/1903 other than in respect the rights to lithium and associated minerals that occur within PCT pegmatites, by undertaking exploration expenditure of not less than $800,000 on E63/1903 by 4 December 2022;

• (b) Okapi is granted a right to access E63/1903;

• (c) during the farm-in period, Okapi must keep E63/1903 in good standing and must undertake expenditure of at least $100,000 by 4 December 2022 and must allow Charger to hold peaceably and without interruption its rights to lithium and associated minerals that occur within PCT pegmatites;

• (d) if Okapi earns the 75% interest in E63/1903, a joint venture will be formed and will be governed by a formal joint venture agreement to be agreed between the parties and Charger will be free-carried under the joint venture until completion of a mine plan accepted by the Western Australian Department of Mines, Industry Regulation and Safety.

The Okapi Farm-in Agreement otherwise contains provisions considered standard for an agreement of its nature.

13.4 LITHIUM RIGHTS AGREEMENT WITH LEFROY EXPLORATION LIMITED

On 30 April 2021, Charger entered into a deed of assignment with LIT and Lefroy Exploration Limited (LEX) by which LEX consented to Charger acquiring a 70% interest in LIT’s contractual rights to lithium in exploration licences E63/1722, E63/1723 and E63/1777 under a rights agreement between LIT and LEX (Lithium Rights Agreement) and by which, with effect from completion of the LIT Acquisition, Charger will be jointly bound by the Lithium Rights Agreement under which:

• (a) LEX grants rights to explore for and exploit lithium and other mineralisation associated with pegmatites on E63/1722, E63/1723 and E63/1777; and

• (b) the parties must cooperate and coordinate their activities on E63/1722, E63/1723 and E63/1777 in good faith and so as not to conflict or interfere with the activities of the other party and where it is not possible to avoid interference the parties will negotiate in good faith arrangements to, where possible, operate to minimise the conflict or interference between such activities.

• (c) It is noted that as at the date of this Prospectus, LIT is the registered holder of E63/1777, however, by a Tenement Sale Agreement between LIT and LEX, LIT sold E63/1777 to LEX excluding the lithium rights (with these rights being on the same terms as those set out in the Lithium Rights Agreement).

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• (d) The Lithium Rights Agreement otherwise contains provisions considered standard for an agreement of its nature.

13.5 MERCATOR ACQUISITION AGREEMENT

On 4 December 2020, Charger entered into an Acquisition and Joint Venture Agreement with Mercator Metals Pty Ltd ( Mercator ) (which was subsequently amended by a deed of variation and assignment entered into on 13 May 2021) under which Mercator granted Charger an option to acquire an 85% interest in retention licence R70/59 granted under the Mining Act (WA) ( R70/59 ) ( Mercator Acquisition Agreement ). The option fee payable by Charger under the Mercator Acquisition Agreement (which has been paid) is $15,000. The option period is 6 months (ending in June 2021) provided that the Company may extend the option period for successive monthly period for an additional $5,000 per month.

The consideration payable to Mercator or nominee for the above acquisition ( Coates North Acquisition ) is 2,550,000 Shares and 1,000,000 Vendor Options (with a $0.30 per share exercise price and an expiry date 3 years from the Listing Date) in the Company. The full terms and conditions of the Vendor Options are set out in Section 14.2(b).

In addition, Charger must either (at Charger’s election) pay Mercator (or nominee approved by Charger) $200,000 or issue Mercator (or nominee approved by Charger) 2,000,000 Shares if Charger, by 4 December 2026, delineates an inferred resource on R70/59 under the JORC Code of 10,000 tonnes of nickel equivalent or 50,000 ounces of gold at no less than 3 grams/tonne. This contingent consideration is classified elsewhere in this Prospectus as Vendor Performance Rights – see Section 7.13 for further details.

Completion of the Coates North Acquisition is also conditional on Charger, within 2 months of exercising its option to proceed with the Coates North Acquisition, notifying Mercator that it has completed it’s due diligence on R70/59 (which such due diligence Charger has completed) and Charger receiving conditional approval from the ASX to be admitted to the Official List. Completion must occur within 5 business days of satisfaction or waiver of these conditions. However, if the consent of the Minister (WA) is required to complete the Coates North Acquisition then the Coates North Acquisition is subject to and conditional on such consent being obtained – the Company’s view is that the consent of the Minister (WA) is required to complete the Coates North Acquisition.

The Company has been advised that at Completion of the Coates North Acquisition, Mercator intends to assign its remaining 15% interest in R70/59 to Adrian Griffin (controller of Mercator), which such assignment is permitted under the Mercator Acquisition Agreement. In this regard, on 13 May 2021 the Company, Mercator and Adrian Griffin entered into a deed of variation and assignment under which subject to (and with effect from) completion of the Coates North Acquisition (but subject to Mercator transferring its 15% interest in R70/59 to Adrian Griffin), Mercator assigns its rights and obligations under the Mercator Acquisition Agreement to Adrian Griffin. Mercator will guarantee Adrian Griffin’s obligations under the Mercator Acquisition Agreement.

Accordingly, upon completion of the Coates North Acquisition and Mercator transferring its 15% interest in R70/59 to Adrian Griffin, an unincorporated joint venture will be formed between Charger (with an 85% participating interest) and Adrian Griffin (with a 15% participating interest) on terms set out in the Acquisition Agreement ( Coates North Joint Venture ). Charger will be the Manager of the Coates North Joint Venture.

Adrian Griffin will be free carried in the Coates North Joint Venture until the completion of a preliminary feasibility study, at which time Charger and Adrian Griffin will need to fund the Coates North Joint Venture expenditure in accordance with their respective participating interests or dilute under industry standard dilution. Adrian Griffin can, at any time prior to

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completion of a preliminary feasibility study, elect to convert its participating interest to a 2% net smelter revenue royalty.

The Mercator Acquisition Agreement otherwise contains provisions considered standard for an agreement of its nature.

Mercator is also a party to various agreements with Yankuang Resources Pty Ltd ( Yankuang ) under which, among other things, Yankuang holds rights to bauxite in R70/59. In connection with the Coates North Acquisition, Charger has executed a deed of assignment by which it has agreed to comply with these agreements with Yankuang to the extent of the interest to be acquired by Charger upon completion of the Coates North Acquisition. Further details are set out in Section 13.6.

13.6 BAUXITE AGREEMENTS RELATING TO R70/59

On 23 April 2021, Charger entered into a deed of assignment with Mercator and Yankuang by which Yankuang consents to the Coates North Acquisition and by which, with effect from completion of the Coates North Acquisition, Charger will be bound (to the extent of the interest in R70/59 acquired by Charger under the Coates North Acquisition) by agreements between Mercator and Yankuang (Yankuang Bauxite Agreements) under which, materially:

• (a) Yankuang has acquired the rights to bauxite on R70/59 being, more particularly, the rights to a heterogeneous material comprised primarily of one or more aluminium hydroxide minerals, plus various mixtures of silicia, iron oxide, tinania, aluminosilicate and other impurities in minor or trace elements and having more than 25% available alumina;

• (b) Yankuang is granted a right to access R70/59 to exercise its rights to bauxite;

• (c) Yanguang is required to keep R70/59 in good standing;

• (d) the parties must cooperate in conducting their respective exploration activities on R70/59 and must share information; and

• (e) a regime is established by which each party must notify the other of any proposed development of a mineral resource and competing proposals will be resolved by agreement or determination by an expert taking into account various matters including respective net economic values of the mineral resources of the respective development proposals.

• (f) Under the deed of assignment, Yankuang also consents to Mercator assigning to Adrian Griffin (controller of Mercator) it’s remaining 15% interest in R70/59 upon completion of the Coates North Acquisition and Adrian Griffin agrees to be bound by the Bauxite Rights Agreement to the extent of its interest in R70/59.

13.7 LEAD MANAGER MANDATE

In April 2021, the Company engaged Pamplona Capital Pty Ltd ( Lead Manager ) as Lead Manager to the Offers ( Lead Manager Mandate ).

The fees payable under the Lead Manager Mandate are as follows:

• (a) $30,000 (ex GST) capital raising fee;

• (b) a fee of 5.5% (ex GST) of the funds raised under the Offers by the Lead Manager; and

• (c) 1,600,000 Lead Manager Options to the Lead Manager or its nominees.

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• (d) The Lead Manager Options will have an exercise price of $0.30 and will expire three years from the Listing Date. Please refer to Section 14.2(b) for the full terms and conditions of the Lead Manager Options.

The Lead Manager will be entitled to be reimbursed for any reasonable disbursements and out-of-pocket expenses provided that the Lead Manager has first obtained the Company’s agreement to incur such disbursement or out-of-pocket expenses.

The Company agrees to indemnify and hold harmless the Lead Manager (and its directors, officers and employees) from and against all claims arising out of or in connection with the Lead Manager Mandate, non-compliance with laws, statements in public documents (including misrepresentation and omissions and including statements in relation to the Company’s shares), breach of the Lead Manager Mandate and reviews or investigations by ASIC or ASX or other governmental authorities.

The Lead Manager agrees to indemnify the Company (and its directors, officers and employees) from and against all claims arising out of or in connection with except to the extent that such claims have resulted from the fraud, gross negligence or wilful breach of the Lead Manager Mandate or the Lead Manager’s breach of the Corporations Act or of its Financial Services Licence.

The Lead Manager Mandate may be terminated by the relevant Lead Manager or the Company by written notice at any time with or without cause upon 7 days written notice to the other party.

The Lead Manager Mandates otherwise contain provisions considered standard for an agreement of this nature.

13.8 CONSTITUTION

Investors who are issued Shares under the Offers will become bound by the Constitution of the Company. The Constitution of the Company governs the relationship between the Company, its shareholders and its directors, in accordance with section 140 of the Corporations Act. The Constitution was adopted on 27 November 2020 upon the Company’s incorporation as a public company limited by shares. The Company’s Constitution states that the Company is a no liability company and its sole objects are mining purposes

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14. ADDITIONAL INFORMATION

14.1 LITIGATION

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

14.2 RIGHTS ATTACHING TO SECURITIES

(a) Shares

The Shares offered for subscription under this Prospectus are new Shares that will rank equally with the issued Shares. The rights attaching to Shares are set out in the Constitution and in certain circumstances are regulated by the Corporations Act, the Listing Rules, the ASX Settlement Operating Rules and general law. The rights, privileges and restrictions attaching to Shares are summarised below. This is not exhaustive nor is it a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement you should obtain independent legal advice. A copy of the Constitution is available for inspection at the Company’s registered office during normal business hours.

• (i) General meetings and Notice of Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend general meetings of the Company. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.

(ii) Voting rights

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

• (A) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative or, if a determination has been made by the Board, by direct voting;

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

• (C) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder (or where a direct vote has been lodged) shall, in respect of each fully paid Share held by him or her, or in respect of which he or she is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes being equivalent to proportion which the amount paid (not credited) is of the total amounts paid and payable in respect of those Shares (excluding amounts credited).

(iii) Dividend rights

Subject to and in accordance with the Corporations Act, the ASX Listing Rules, the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time decide to pay a dividend to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding

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amounts credited) in respect of such Shares. The Directors may rescind a decision to pay a dividend if they decide, before the payment date, that the Company’s financial position no longer justifies the payment.. The Directors may from time to time pay to the Shareholders any interim dividends that they may determine. No dividend shall carry interest as against the Company. Except as otherwise provided by statute, all dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. In the event of a breach of the ASX Listing Rules relating to Restricted Securities or of any escrow arrangement entered into by the Company under the ASX Listing Rules in relation to any Shares which are classified under the ASX Listing Rules or by ASX as Restricted Securities, the Shareholder holding the Shares in question shall cease to be entitled to be paid any dividends in respect of those Shares for so long as the breach subsists..

(iv) Winding-up

If the Company is wound up the liquidator may, with the authority of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as the liquidator considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. No member is obliged to accept any Shares, securities or other assets in respect of which there is any liability. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other Securities in respect of which there is any liability. Subject to the rights of Shareholders (if any) entitled to Shares with special rights in a winding up and the Corporations Act all monies and property that are to be distributed among Shareholders on a winding-up, shall be distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid-up on the Shares.

(v) Transfer of Shares

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

Directors may refuse to register any transfer of Shares where the ASX Listing Rules permits or requires the Company to do so or the transfer is a transfer of Restricted Securities which is or might be in breach of the ASX Listing Rules or any escrow agreement entered into by the Company in relation to such Restricted Securities pursuant to the ASX Listing Rule. Where the Directors refuse to register a transfer in accordance with this clause, they shall send notice of the refusal and the precise reasons for the refusal to the transferee and the lodging broker (if any) in accordance with the ASX Listing Rules. The Directors may suspend the registration of transfers at any times, and for any periods, permitted by the ASX Settlement Operating Rules that they decide.

(vi) Variation of rights

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

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If at any time the Share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied, whether or not the Company is being wound up, with the consent in writing of the holders of three quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of that class, subject to Part 2F.2 of Chapter 2F of the Corporations Actof the Corporations Act.

(vii) Shareholder Liability

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

(viii) Future Increases in Capital

Without prejudice to any special rights previously conferred on the holders of any existing Shares or class of Shares, unissued Shares shall be under the control of the Directors and, subject to the Corporations Act, the ASX Listing Rules and this Constitution, the Directors may at any time issue such number of Shares either as ordinary Shares or Shares of a named class or classes (being either an existing class or a new class) at the issue price that the Directors determine and with such preferred, deferred, or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Directors shall, in their absolute discretion, determine.

(ix) Alteration to the Constitution

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

(x) ASX Listing Rules

If the Company is admitted to the Official List, notwithstanding anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision or not to contain a provision the Constitution is deemed to contain that provision or not to contain that provision. If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

(b) Options

The Company has issued a total of 3,400,000 Options to the Directors, Key Management Personnel and Warrior under the Company Secretarial Agreement as set out in Sections 7.11, 9.2(b) and 13.8.

Prior to the Listing Date, the Company intends to issue 1,600,000 Lead Manager Options to the Lead Manager (or its nominees) under the Lead Manager Mandate (refer Section 13.7) and 1,000,000 Vendor Options to Mercator Metals Pty Ltd or nominee under the Mercator Acquisition Agreement (refer Section 13.5).

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The following terms and conditions apply to the Options referred to above (being all Options on issue as at the Listing Date):

(i) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(ii) Exercise Price

The amount payable upon exercise of each Option will be $0.30 (Exercise Price).

(iii) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is three (3) years from the Listing Date (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(iv) Exercise Period

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

• (v) Notice of Exercise

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

(vi) Exercise Date

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

(vii) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

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

• (B) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (C) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. If a notice delivered under (ix)(B) above for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to

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satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(viii) Shares issued on exercise

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

• (ix) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (x) Participation in new issues

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

• (xi) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

• (xii) Transferability

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

14.3 EMPLOYEE INCENTIVE SECURITIES PLAN

A summary of the terms of the Charger Metals NL Securities Incentive Plan (Plan) is set out below:

• (a) (Eligible Participant): Eligible Participant means a person that:

• (i) is an "eligible participant" (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and

• (ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

• (b) (Purpose): The purpose of the Plan is to:

• (i) assist in the reward, retention and motivation of Eligible Participants;

• (ii) establish a method by which Eligible Participants can participate in the future growth and profitability of the Company;

• (iii) link the reward of Eligible Participants to Shareholder value creation;

• (iv) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities; and

• (v) attract and retain a high standard of managerial and technical personnel for the benefit of the Company.

• (c) (Plan administration): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

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• (d) (Eligibility, invitation and application): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company.

The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

• (e) (Grant of Securities): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

• (f) (Terms of Convertible Securities): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them.

A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

• (a) (Vesting of Convertible Securities): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested.

For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

• (b) (Exercise of Convertible Securities and cashless exercise): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation. More than one signed Notice of Exercise can be delivered by a Participant in relation to a holding of Convertible Securities from the date of a Vesting Notice until he earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that

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number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation. A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

• (c) (Delivery of Shares on exercise of Convertible Securities): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

• (d) (Forfeiture or non forfeiture of Convertible Securities): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest or remain non forfeited.

• Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

Good Leaver Where an Eligible Participant (who, or whose nominated party, holds Convertible Securities) becomes a Good Leaver, unless the Board determines otherwise vested Convertible Securities that have not been exercised will continue in force and remain exercisable until the Expiry Date and unvested Convertible Securities will be forfeited unless the Board determines otherwise. A Good Leaver means an Eligible Participant (who, or whose nominated party, holds Convertible Securities) who ceases employment, office or engagement with any Group Company ceases and who is not a Bad Leaver, and includes where an Eligible Participant's employment, office or engagement ceases due to death, permanent incapacity, mental incapacity, redundancy, resignation, retirement or any other reason the Board decides.

A Bad Leaver Unless the Board determines otherwise, where an Eligible Participant (who, or whose nominated party, holds Convertible Securities) becomes a Bad Leaver unvested Convertible Securities will be forfeited and vested Convertible Securities that have not been exercised will be forfeited on the date of the cessation of employment or office of such Participant in accordance with clause 10. A Bad Leaver means an Eligible Participant (who, or whose nominated party, holds Convertible Securities) whose employment, office or engagement with a Group Company ceases in any of the following circumstances: (i) the Eligible Participant's employment or engagement is terminated, or the Eligible Participant is dismissed from office, due to serious and wilful misconduct; a material breach of the

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terms of any contract of employment, engagement or office entered into by a Group Company and the Eligible Participant; gross negligence; or any other conduct justifying termination of employment, engagement or office without notice either under the Eligible Participant's contract of employment or engagement or office, or at common law; (ii) the Eligible Participant ceases his or her employment or engagement or office for any reason, and breaches a post-termination restriction contained in the Eligible Participant's employment contract; or (iii) the Eligible Participant becomes ineligible to hold his or her office for the purposes of Part 2D.6 (disqualification from managing corporations) of the Corporations Act.

Discretion The Board may decide (on any conditions which it thinks fit) that some or all of the Participant's Convertible Securities will not be forfeited at that time, but will be forfeited at the time and subject to the conditions it may specify by written notice to the Participant.

• (a) (Change of control): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

• (b) (Rights attaching to Plan Shares): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Plan Shares) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

• (c) (Disposal restrictions on Plan Shares): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

• (d) (Adjustment of Convertible Securities): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

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Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

• (a) (Participation in new issues): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

• (b) (Amendment of Plan): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

• (c) (Plan duration): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

14.4 INTERESTS OF DIRECTORS

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the two years preceding lodgement of this Prospectus with the ASIC, any interest in:

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

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

• (c) its formation or promotion; or

• (d) the Offers; and

• (e) the Offers,

• (f) and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or a proposed Director:

• (g) as an inducement to become, or to qualify as, a Director; or

• (h) for services provided in connection with:

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

• (j) the Offers.

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14.5 INTERESTS OF EXPERTS AND ADVISERS

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

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

• (b) promoter of the Company; or

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

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

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

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

• (c) its formation or promotion; or

• (d) the Offers; and

• (e) the Offers,

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

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

• (b) the Offers.

Continental Resource Management has acted as Independent Geologist and has prepared an Independent Technical Assessment Report on the Tenements which has been included in Section 10. The Company estimates it will pay Continental Resource Management approximately $8,000 plus GST for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Continental Resource Management has received no other fees from the Company.

Nexia Perth Corporate Finance Pty Ltd has acted as Investigating Accountant and has prepared an Independent Limited Assurance Report which has been included in Section 11. The Company estimates it will pay approximately $7,500 plus GST and disbursements for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Nexia Perth Corporate Finance Pty Ltd has received $2,000 in other fees from the Company for consulting services.

Pamplona Capital Pty Ltd has acted as Lead Manager to the Offer and will receive those fees set out in Section 13.7 following the successful completion of the Offers for its services as the Lead Manager to the Offer. Further details in respect to the Lead Manager Mandate are summarised in Section 13.7. During the 24 months preceding lodgement of this Prospectus with the ASIC, Pamplona Capital Pty Ltd has not received fees from the Company for any other services.

Poplar Legal has acted as the solicitors to the Company in relation to the Offers. The Company estimates it will pay Poplar Legal approximately $65,000 plus GST and disbursements for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus

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with ASIC, Poplar Legal has received other fees of $13,350 plus GST from the Company for legal services.

Mining Access Legal has prepared the Solicitors’ Report on Tenements which has been included in Section 12. The Company estimates it will pay Mining Access Legal approximately $30,000 plus GST and disbursements for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, Mining Access Legal has received other fees of $2,271 plus GST from the Company for legal services.

Advanced Share Registry Ltd has been appointed as the Company’s Share registry and will be paid for these services on normal commercial terms.

14.6 CONSENTS

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

Each of the parties referred to in this Section:

• (a) does not make the Offers;

• (b) has not authorised or caused the issue of this Prospectus;

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

• (d) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statement included in or omitted from this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section 14.6.

Continental Resource Management has given its written consent to being named as the Independent Geologist to the Company in this Prospectus, to the inclusion of the Independent Technical Assessment Report in Section 10 in the form and context in which the report is included and to its Competent Person’s Statement in Section 2.12. Continental Resource Management has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Nexia Perth Corporate Finance Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Independent Limited Assurance Report in Section 11 in the form and context in which the report is included. Nexia Perth Corporate Finance Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

Nexia Perth Audit Services Pty Ltd has given its written consent to being named as auditor to the Company in this Prospectus and to the inclusion of the audited financial information of the Company contained in the Independent Limited Assurance Report in Section 11 in the form and context in which it appears. Nexia Perth Audit Services Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

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Pamplona Capital Pty Ltd has given its written consent to be named as the Lead Manager to the Offers in this Prospectus. Pamplona Capital Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Poplar Legal has given its written consent to being named as Solicitors to the Offers in this Prospectus. Poplar Legal has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Mining Access Legal has given its written consent to being named as Author of the Solicitors’ Report on Tenements in this Prospectus and to the inclusion of the Solicitors’ Report on Tenements in Section 12 in the form and context in which the report is included. Mining Access Legal has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

14.7 EXPENSES OF THE OFFERS

The total expenses of the Offers (excluding GST) are estimated to be approximately $560,894 for Minimum Subscription and are expected to be applied towards the items set out in the table below:

			Amount ($)
Item of Expenditure			Minimum
			Subscription
ASIC fees			3,206
ASX fees			76,932
Lead Manager fees or Brokers’ fees *			360,000
Solicitor’s Report on Tenements			30,000
Independent Limited Assurance Report			7,500
Legal Expenses			65,000
Independent Technical Assessment Report			8,000
Printing and other			10,256
TOTAL			560,894

• Broker fees will only be paid on applications made through a licensed securities dealer or Australian Financial Services licensees and accepted by the Company (refer to Section 6.13 for further information). The amount calculated is based on 100% of applications being made in this manner or through the Lead Manager. For those applications made directly to or accepted by the Company no Lead Manager fees or broker commissions will be payable and the expenses of the Offers will be reduced and additional funds will be put towards new project evaluation.

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15. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings, unless the context requires otherwise:

$ means an Australian dollar.

Acquisition Agreements means the LIT Acquisition Agreement and the Mercator Acquisition Agreement.

Application Form means the General Offer Application Form and/or the LIT Offer Application Form (as the context requires) attached to or accompanying this Prospectus.

ASIC means the Australian Securities & Investments Commission.

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

ASX Settlement Operating Rules means the operating rules of the settlement facility operated by ASX Settlement Pty Ltd (ACN: 008 504 532), as amended from time to time.

Board means the board of Directors.

Lead Manager Option means an option to acquire a Share on the terms and conditions set out in Section 14.2(b).

Business Day means a day other than a Saturday or a Sunday when trading banks are ordinarily open for business in Perth, Western Australia.

Bynoe Lithium and Gold Project means the lithium and gold project described in Section 7.4.

Chairman means the chairman of the Board.

Closing Date means the closing date of the Offers as set out in the Indicative Timetable in Section 3 (subject to the Company reserving the right to extend the Closing Date or close the Offers (or any of them) early).

Co means cobalt.

Coates Ni-Cu-Co-PGE Project means the Ni-Cu-Co-PGE project described in Section 7.3.

Company or Charger means Charger Metals NL (ABN: 44 646 203 465).

Constitution means the constitution of the Company.

Corporate Governance Principles and Recommendations means the Corporate Governance Principles and Recommendations (Fourth Edition) as published by the ASX Corporate Governance Council.

Corporations Act means the Corporations Act 2001 (Cth) and any regulations promulgated under it.

Cu means copper.

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

EM means electromagnetic, referring to a group of geophysical systems used to detect conductive rocks which may include metal sulphides.

General Offer means the offer of Shares pursuant to this Prospectus as set out in Section 6.1.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 edition) prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.

Lake Johnston Lithium and Gold Project means the lithium and gold project described in Section 7.5.

Listing Date means the date upon which the Company is admitted to the Official List.

Listing Rules means the Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

LCT means lithium-caesium-tantalum.

LIT means Lithium Australia NL.

LIT Acquisition Agreement means the Acquisition and Joint Venture Agreement dated 4 December 2020 between the Company and Lithium Australia NL (as varied by a deed of variation and restatement entered into on 16 April 2021) a summary of which is set out in Section 13.2.

LIT Offer means a priority offer of Shares to Eligible LIT Shareholders as described in Section 6.1.

LIT Offer Application Form means the Application Form in respect of the LIT Offer.

LIT Offer Record Date means the record date for the LIT Offer as set out in the Indicative Timetable in Section 3.

Managing Director means the managing director of the Company.

Mercator Acquisition Agreement means the means the Acquisition and Joint Venture Agreement dated 4 December 2020 between the Company and Mercator Metals Pty Ltd (as varied by a deed of variation and assignment dated 13 May 2021) a summary of which is set out in Section 13.5.

Minimum Subscription is defined in Section 6.7.

Mining Act (NT) means the Mineral Titles Act 2010 (NT) and any regulations made under it, each as amended from time to time.

Mining Act (WA) means the Mining Act 1978 (WA) and any regulations made under it, each as amended from time to time.

Minister (NT) means the Northern Territory Minister for Mining and Industry.

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Minister (WA) means the Minister referred to in section 10 of the Mining Act (WA).

Ni means nickel.

Offers means the General Offer and the LIT Offer.

Official List means the official list of the ASX.

Option means an option to acquire a Share on the terms and conditions set out in Section 14.2(b).

PGE means platinum group elements including Platinum and Palladium.

Project means the either the Coates Ni-Cu-Co-PGE Project, the Bynoe Lithium and Gold Project or the Lake Johnston Lithium and Gold Project as the context requires.

Project Interests means the interests in the Projects that the Company has an option to acquire under the Acquisition Agreements.

Prospectus means this prospectus dated 27 May 2021.

pXRF means portable X-ray fluorescence, a semi quantitative analytical technique.

Quotation means official quotation by the ASX in accordance with the Listing Rules.

Section means a section of this Prospectus.

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

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

Share Registry means Advanced Share Registry Ltd.

Shareholder means a holder of a Share.

Tenements means the mining tenements that comprise the Projects and in which the Company has an interest as set out in Section 7 and further described in the Independent Technical Assessment Report in Section 10 and the Solicitors’ Report on Tenements in Section 12 or any one of them, as the context requires.

Vendor Option means an option to acquire a Share on the terms and conditions set out in Section 14.2(b).

Vendor Performance Right means a right to be issued Shares in certain circumstances as described in Section 7.13.

Vendors means the vendors under the Acquisition Agreements, being Lithium Australia NL and Mercator Metals Pty Ltd.

VTEM means Versatile Time Domain Electromagnetic, an EM system that uses an airborne platform such as a helicopter.

WA means Western Australia.

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

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16. DIRECTORS’ AUTHORISATION AND CONSENT

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

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

Dated 27 May 2021.

_______ DAVID CROOK MANAGING DIRECTOR For and on behalf of CHARGER METALS NL

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APPLICATION FORMS

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