FIRST LITHIUM LIMITED - Share Issue/Capital Change 2022

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OOKAMI LIMITED ACN 009 081 770

PROSPECTUS

For a non-renounceable entitlement offer to Eligible Shareholders of up to approximately 3,794,667 New Shares at an issue price of A$0.18 per New Share on the basis of one (1) New Share for every 10 existing Shares held, together with one (1) free attaching New Option for every three (3) New Shares subscribed for and issued, to raise up to A$683,040 (before costs) ( Entitlement Offer ).

The Entitlement Offer closes at 5.00pm (AEST) on 6 June 2022 (unless extended).

The Entitlement Offer is fully underwritten by CPS Capital Group Pty Ltd.

This Prospectus also details the Placement Options Offer to the Placement Participants, the Lead Manager Options Offer to the Joint Lead Managers and the Underwriter Options Offer to the Underwriter.

This Prospectus is also being issued under section 708A(11) of the Corporations Act for the purpose of facilitating secondary trading of the Placement Shares and the underlying securities to be issued upon conversion of the New Options issued under this Prospectus.

IMPORTANT NOTICE

This is an important document and requires your immediate attention. This Prospectus is a 'transaction specific prospectus' prepared in accordance with section 713 of the Corporations Act. Accordingly, this Prospectus does not of itself detail the same level of disclosure as an initial public offering prospectus. You should read this Prospectus (including the ‘Risk Factors’ in Section 6) in its entirety before deciding whether to apply for New Securities. If you do not understand any part of this Prospectus, or have any questions about the New Securities, you should consult your stockbroker, accountant, solicitor or other professional adviser. Before making any investment decision, you should have regard to all publicly available information concerning the Company. An investment in the securities offered under this Prospectus should be considered highly speculative in nature.

Joint Lead Manager and Underwriter

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IMPORTANT INFORMATION

General

This Prospectus is dated 27 April 2022, and was lodged with ASIC on, 27 April 2022. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No New Securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

The Company will apply to ASX within seven days of the date of this Prospectus for Official Quotation by ASX of the New Securities offered under this Prospectus.

A copy of this Prospectus is available for inspection at the office of the Company at Level 21, 459 Collins Street, Melbourne VIC 3000 during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 8.14).

No person is authorised to give any information or to make any representation in connection with the Offers that is not detailed in this Prospectus. Any information or representation not detailed in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors in connection with the Offers.

offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001 (Cth). In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014.

The Entitlement Offer and the content of this Prospectus are principally governed by Australian rather than New Zealand law. The Corporations Act sets out how the Entitlement Offer must be made.

There are differences in how securities are regulated under Australian law. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities. Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Entitlement Offer. If you need to make a complaint about the Entitlement Offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is not the same as for New Zealand securities.

Foreign Jurisdictions

This Prospectus does not, and is not intended to, constitute an offer of New Securities in any place or jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or to issue this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons outside of Australia and New Zealand should observe such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. Refer to Section 2.20 for further details.

Important information for New Zealand Investors

The Entitlement Offer to Shareholders with a registered address in New Zealand is a regulated

If you are uncertain about the terms and conditions of the Entitlement Offer, you should seek the advice of an appropriately qualified financial adviser.

Notice to nominees and custodians

Shareholders resident in Australia and New Zealand holding Shares on behalf of persons who are resident in other jurisdictions are responsible for ensuring that taking up any New Securities does not breach regulations in the relevant jurisdiction.

Transaction Specific Prospectus

This is a ‘transaction specific prospectus’ of ‘continuously quoted securities’ (as defined in the Corporations Act) of the Company to which the special content rules under section 713 of the Corporations Act apply. This allows the issue of a more concise prospectus in relation to an offer of

securities in a class which has been continuously quoted by ASX in the three months prior to the date of this Prospectus. In general terms, ‘transaction specific prospectuses’ are only required to detail information in relation to the effect of the issue of New Securities on the Company and the rights attaching to the New Securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus details information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in it. It does not include all of the information that would be included in a prospectus for an initial public offering of securities.

Exposure period

No exposure period applies to the Entitlement Offer.

Speculative investment

An investment in the New Securities should be considered highly speculative. Refer to Section 6 for details of the key risks applicable to an investment in the Company.

Persons wishing to apply for New Securities should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of the Company and the rights and liabilities attaching to New Securities.

This Prospectus does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, their individual risk profile for speculative investments, investment objectives and individual financial circumstances. If persons considering applying for New Securities have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser.

There is no guarantee that New Securities will make a return on the capital invested, that dividends will be paid on the New Securities or that there will be an increase in the value of the New Securities in the future.

This Prospectus has forward-looking statements which may be identified by words such as 'believes', 'estimates', 'expects', 'intends', 'may', 'will', 'would', 'could', or 'should' and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risks associated with an investment in the Company are detailed in Section 6. These and other factors could cause actual results to differ materially from those expressed in any forwardlooking statements.

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

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

Website

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

Diagrams

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

Currency

All financial amounts detailed in this Prospectus are expressed as Australian dollars unless otherwise stated.

Forward-looking statements

Rounding

Any discrepancies between totals and sums and components in tables detailed in this Prospectus are due to rounding.

Time

All references to time in this Prospectus are references to AEST, unless otherwise stated.

Glossary

Defined terms and abbreviations used in this Prospectus are detailed in the glossary of terms in Section 10.

CORPORATE DIRECTORY

Directors

Legal Adviser

Mr John Ciganek – Non-Executive Chairman

Mr Joseph van den Elsen – Non-Executive Director

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

Mr Emmanuel Correia – Non-Executive Director

Auditor*

Mr Andrew Law – Non-Executive Director

Company Secretary

Mr Justin Mouchacca

Registered Office

Level 21 459 Collins Street Melbourne VIC 3000

ASX Code OOK

Website: https://ookami.com.au/

Pitcher Partners BA&A Pty Ltd Level 11 12-14 The Esplanade Perth WA 6000

Joint Lead Manager and Underwriter*

CPS Capital Group Pty Ltd Level 45 108 St Georges Terrace Perth WA 6000

Share Registry*

Automic Pty Ltd Level 2 267 St Georges Terrace Perth WA 6000

*This party is named for informational purposes only and was not involved in the preparation of this Prospectus.

INDICATIVE TIMETABLE

Event	Date
Lodgment of Prospectus with ASIC and released to ASX	27 April 2022
"Ex" Date	3 May 2022
Record Date for the Entitlement Offer (at 5.00pm AEST)	4 May 2022
Dispatch of Prospectus	5 May 2022
Offers Opening Date	5 May 2022
Last day to extend the Closing Date	1 June 2022
Closing Date (at 5.00pm AEST)	6 June 2022
Announce results of the Entitlement Offer	8 June 2022
Issue New Securities under the Entitlement Offer	10 June 2022
ASX Quotation of New Shares and New Options commences	13 June 2022

The above timetable is indicative only and subject to change. Subject to the Listing Rules, the Directors reserve the right to vary these dates, including the Closing Date, without prior notice. Any extension of the Closing Date will have a consequential effect on the anticipated date for issue of the New Securities. The Directors also reserve the right not to proceed with the whole or part of the Offers at any time prior to allotment. In that event, the relevant Application Monies will be returned without interest.

LETTER FROM THE CHAIRMAN

Dear Shareholder

On behalf of the Board of Ookami Limited ( Ookami or the Company ), I am delighted to invite you to participate in a one (1) for 10 non-renounceable pro rata entitlement offer of new fully paid ordinary shares in the Company ( New Shares ) at an offer price of A$0.18 per New Share ( Offer Price ), together with one (1) free attaching New Option for every three (3) New Shares, to raise gross proceeds of up to A$683,040 ( Entitlement Offer ).

The Entitlement Offer was announced to the ASX on 22 April 2022 in conjunction with a A$1,350,000 placement of 7,500,000 New Shares at the Offer Price, together with one (1) free attaching New Option for every three (3) New Shares, issued to institutional and professional investors ( Placement ). Refer to Sections 2 and 4 for further detail regarding the Entitlement Offer, the Placement and the indicative use of funds to be raised from each of them (among other things).

On 22 April 2022, Ookami announced that it had entered into a share sale agreement ( Share Sale Agreement ) to acquire the entire issued share capital of African Mining Corporation Pty Ltd ( AMC ) ( Transaction ), which is party to an earn-in agreement ( Earn-In Agreement ) with three Cameroonian incorporated entities, Elephant Mining Limited, Heritage Mining Limited and Mungo Resources Limited ( Cameroonian Companies ), pursuant to which AMC has the right to earn up to an 85% equity interest in the Cameroonian Companies. The Cameroonian Companies have applied for six mineral exploration permits in southern Cameroon, covering a total of 2,600 km[2] , that are considered prospective for rutile and Heavy Mineral Sands.

Ookami intends to use the proceeds from the Entitlement Offer and Placement to fund the Earn-In (if the conditions of the Share Sale Agreement are satisfied and the Transaction completes). Completion of the Entitlement Offer and/or the Placement is not conditional on the completion of the Share Sale Agreement. Refer to the Company's ASX announcements dated 22 April 2022 for further information regarding the Transaction and Earn-In Agreement.

Offer details

Under the Entitlement Offer, eligible shareholders as at the Record Date will have the opportunity to subscribe for New Shares at the Issue Price, being the same price as the Shares to be issued under the Placement. Shares issued under the Placement and the Entitlement Offer will rank equally with existing shares in all respects.

Eligible Shareholders under the Entitlement Offer can choose to take up all, part or none of their Entitlement. The Entitlement Offer will open on 5 May 2022 and close at 5.00pm (AEST) on 6 June 2022. There is also an opportunity for Eligible Shareholders to apply for more than their Entitlement as part of the Shortfall Offer outlined in Section 2.9. The Shortfall Offer is made on the same basis as the Entitlement Offer (i.e. one (1) New Option for every three (3) New Shares subscribed for and issued). Further information about how to take up all or part of your Entitlement is detailed in Section 3 of this Prospectus.

The Entitlement Offer is fully underwritten and under the terms of the Underwriting Agreement, the Underwriter agreed to act as arranger for the underwriting of the Entitlement Offer. The obligations of the Underwriter under the Underwriting Agreement are conditional on (amongst other matters) the Share Sale Agreement not being terminated. The Entitlement Offer will be underwritten by CPS Capital Group Pty Ltd, with Inyati Capital Pty Ltd acting as sub-underwriter.

Further information

Further information and application instructions for the Entitlement Offer, as well as the risks associated with investing in the Entitlement Offer are detailed in this Prospectus which you should read carefully and in its entirety.

If you have any questions in relation to the Entitlement Offer, please contact the Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) from 9.00am to 5.00pm (AEST), Monday to Friday. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.

On behalf of the Board of Ookami, I invite you to consider this investment opportunity as we thank you for your continued support.

Yours faithfully,

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Mr John Ciganek

Chairman

1.	Investment Overview ....................................................................................... 9
2.	Details of the Offers and Placement ............................................................. 17
3.	Actions required by Applicants .................................................................... 27
4.	Purpose and Effect of the Entitlement Offer and Placement ...................... 31
5.	Financial Information ..................................................................................... 34
6.	Risks ............................................................................................................... 36
7.	Rights attaching to New Securities .............................................................. 44
8.	Additional information ................................................................................... 51
9.	Authorisation .................................................................................................. 62
10.	Glossary .......................................................................................................... 63

1. Investment Overview

This Section is not intended to provide full information for investors intending to apply for New Securities offered pursuant to this Prospectus. Prospective investors should read this Prospectus in full before deciding whether to invest in New Securities.

Topic Summary Further Information	Topic Summary Further Information	Topic Summary Further Information	Topic Summary Further Information
The Entitlement Offer and Placement
What is the Entitlement Offer?	A non-renounceable pro rata entitlement offer of one (1) New Share for every 10 Shares held by Eligible Shareholders at the Record Date at an issue price of A$0.18 per New Share, together with one (1) free attaching New Option for every three (3) New Shares subscribed for and issued. Eligible Shareholders will be given the opportunity to take up all or part of their Entitlement. Entitlements are also non- renounceable. Eligible Shareholders can also apply for Shortfall Shares in excess of their Entitlement under the Shortfall Offer. The Shortfall Offer is made on the same basis as the Entitlement Offer (i.e. one (1) New Option for every three (3) Shortfall Shares subscribed for and issued). There is no guarantee that Eligible Shareholders will be allocated any Shortfall Shares under the Shortfall Offer. Section 2.1
What is the Placement?	The Company has received firm commitments for a placement at A$0.18 per New Share (at the same issue price as the Entitlement Offer) via the issue of 7,500,000 Shares (Placement Shares) to sophisticated and professional investors to raise up to A$1,350,000 (before costs) (Placement). Section 2.2
How much will be raised from the Entitlement Offer and the Placement?	The Company is seeking to raise a total of up to A$2,033,040 (before costs) under the Entitlement Offer and the Placement. Section 4.1
What is the purpose of the Entitlement Offer and Placement and	The purpose of the Entitlement Offer, together with the Placement, is to raise up to A$2,033,040 (before costs). The Placement and the Entitlement Offer are being undertaken to raise funds for: Section 4.1
how will the funds raised be used?
	Use of funds	Placement of A$1.35 million (A$)	Entitlement Offer
			and Placement of
			A$2.03 million
			(A$)

	Expenditure pursuant to the Earn-In Agreement1	666,6662	666,6663
	Working Capital	598,334	1,216,374

Topic	Summary		Further Information
	Costs of the Placement and Entitlement Offer	85,000	150,000

	Total	1,350,000	2,033,040

	Notes: 1. Assumes an AUD/USD exchange rate of 0.75. 2. Assumes that the Share Sale Agreement completes and the Company spends the first earn-in milestone pursuant to the Earn-In Agreement. 3. Assumes that the Share Sale Agreement completes and the Company spends the first earn-in milestone pursuant to the Earn-In Agreement.
Are any Directors participating in the Entitlement Offer and/or the Placement?	Mr Emmanuel Correia intends to take up his full Entitlement under the Entitlement Offer (comprising 25,000 New Shares for Mr Correia). Section 8.6
Is the Entitlement Offer underwritten?	Yes, the Entitlement Offer is fully underwritten by CPS Capital Group Pty Ltd. Refer to Sections 2.11 and 8.1 for further details. Section 2.11 and 8.1
Is the effect of the Entitlement Offer and Shortfall Offer?	The maximum number of Securities that will be issued under the Entitlement Offer and Shortfall Offer is 3,794,667 New Shares and 1,264,889 New Options (together, theNew Securities). Section 2.1
Is the Entitlement Offer subject to a minimum subscription?	No. Section 2.7
What are the terms of the Options under the Entitlement Offer	Subject to complying with the Listing Rules, the Options under the Entitlement Offer will be listed on the ASX and have an exercise price of A$0.30 each and an expiry date of 8 July 2024. The terms and conditions of the Options under the Entitlement offer are detailed in Section 7.2. Section 7.2
What is my Entitlement?	Each Eligible Shareholder is entitled to subscribe for one (1) New Share for every 10 Shares held on the Record Date. Each Eligible Shareholder will also be issued one (1) free attaching New Option for every three (3) New Shares subscribed for and issued under the Entitlement Offer. If you are an Eligible Shareholder, your Entitlement is set out on the personalised Entitlement and Acceptance Form accompanying this Prospectus. Section 2.18
What is the Offer Price?	The offer price for New Shares subscribed for under both the Entitlement Offer and the Placement is A$0.18 per New Sections 2.1 and 2.2

Topic	Summary	Further Information
	Share.
How to Participate in the Entitlement Offer
Am I an	Eligible Shareholders are those persons who:	Section 2.18
Eligible Shareholder	• are registered as a holder of Shares as at 5.00pm (AEST) on the Record Date; and
and able to participate in the Entitlement Offer?	• have a registered address in Australia or New Zealand or are, in the opinion of the Company, otherwise eligible under all applicable securities laws to receive an offer of New Shares under the
	Entitlement Offer.
How do I	If you are an Eligible Shareholder and you wish to take up	Section 3
accept all or part of the Entitlement	all or part of your Entitlement, you must pay the full Application Monies via BPAY® by no later than 5.00pm (AEST) on the Closing Date.
Offer?
Can I withdraw	Cooling off rights do not apply to an investment in New	Section 2.17
my application?	Shares under the Entitlement Offer. You cannot withdraw your payment once it has been accepted unless permitted to do so in accordance with the Corporations Act.
Can Eligible Shareholders	Yes. Eligible Shareholders may also apply for Shortfall Shares offered under the Shortfall Offer.	Section 2.9
apply for New	The Shortfall Offer is made on the same basis as the
Securities in	Entitlement Offer (i.e. one (1) New Option for every three
excess of their	(3) Shortfall Shares subscribed for and issued).
Entitlement?	However, there may be few or no Shortfall Shares available
	for issue depending upon the level of take up of
	Entitlements by Eligible Shareholders.
	The Company reserves the right to issue, in consultation
	with the Underwriter, to an Eligible Shareholder who has
	applied for Shortfall Shares a lesser number of Shortfall
	Shares than the number applied for, reject an application or
	not proceed with the issuing of the Shortfall Shares or part
	thereof.
Further details of the Entitlement Offer and Placement
Can I trade my Entitlement?	No, as the Entitlement Offer is non-renounceable, you cannot sell or transfer any of your Entitlement. There will be no trading of Entitlements on ASX.	Section 2.6
What will be	The effect of the Entitlement Offer and Placement on the	Section 8
the effect of the Entitlement Offer and	control of the Company will vary with the level of Entitlements taken up by Eligible Shareholders under the Entitlement Offer.
Placement on
the control of
the Company?
What are the key risks of taking up my Entitlement?

Topic	Summary	Summary	Further Information
Risks Specific	Some of the key risks of investing in the Company are		Section 6
to the	detailed	below. The list of risks is not exhaustive and further
Company	details of these risks and other risks associated with an investment in the Company are detailed in Section 6.
	•	Foreign operations –The Company's operations
		are located in Cameroon and Senegal, both of
		which are considered to be developing countries
		and as such subject to emerging legal and political
		systems compared with the system in place in
		Australia.
		Possible sovereign risks include, without limitation,
		changes to the terms of mining legislation
		including renewal and continuity of tenure of
		permits, transfer of ownership of acquired permits
		to the Company, changes to royalty arrangements,
		changes to taxation rates and concessions,
		restrictions on foreign ownership and foreign
		exchange, changing political conditions, changing
		mining and investment policies and changes in the
		ability to enforce legal rights.
		Future operations and profitability in Senegal and
		Cameroon may be affected by changing
		government regulations with respect, but not
		limited, to restrictions on production, price controls,
		export controls, currency remittance, income
		taxes, foreign investment, maintenance of claims,
		environmental legislation, land use, land claims of
		local people, water use, mine safety and
		government and local participation. Failure to
		comply strictly with applicable laws, regulations
		and local practices relating to mineral tenure and
		development could result in the loss, reduction or
		expropriation of entitlements. The occurrence of
		these and other various factors cannot be
		accurately predicted and could have an adverse
		effect on the Company's future operations and
		profitability.

Any of these factors may, in the future, adversely affect the financial performance of the Company and the market price of its Securities. No assurance can be given regarding the future stability in these or any other country in which the Company may have an interest.

• Title Risk – The Company’s exploration activities are dependent upon the maintenance (including the grant and renewal) of the mineral exploration applications and permits in which the Company will acquire an interest in. Maintenance of the Company’s future mineral exploration permits is dependent on, among other things, the Company’s ability to meet the licence conditions imposed by relevant authorities including compliance with the work program requirements which, in turn, is dependent on the Company being sufficiently funded to meet those expenditure requirements.

A failure to satisfy the minimum expenditure requirements and/or the exploration work program in respect to the Company's projects could result in a refusal by the mining authorities to renew or extend the relevant exploration permit or, in certain circumstances, the exploration permits may be withdrawn or revoked by the relevant authorities.

Topic	Summary	Summary	Further Information
	•	Transaction Risk –Completion of the Transaction
		is subject to the satisfaction of a number of
		conditions precedent (including the grant of four of
		the permits) – refer to the ASX announcement
		dated 22 April 2022 for further details. There is a
		risk that one or more of these conditions
		precedents under the Share Sale Agreement may
		not be satisfied and/or waived (and consequently
		the Transaction does not complete). Further, there
		is also a risk that the Share Sale Agreement may
		be terminated due to (amongst other matters) a
		breach of the terms of the Share Sale Agreement.
		If the Transaction does not complete,
		Shareholders will not receive any benefits and/or
		obtain any potential return from this acquisition.
	•	COVID-19 Risk –The global economic outlook
		continuing to face 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. As at the date of this
		Prospectus, the nature and extent of the effect of
		COVID-19 on the performance of the Company
		remains unknown and the Share price may be
		adversely affected in the short to medium term by
		the economic uncertainty caused by the COVID-
		19 pandemic. In addition, any governmental or
		industry measures taken in response to COVID-19
		may adversely impact the Company's operations
		and are likely to be beyond the control of the
		Company.
		The Company's inability to move people and
		equipment freely and/or access the Company's
		projects (including by reason of any restrictions
		imposed by the Senegal and/or Cameroon
		government) could have a material adverse effect
		and/or impact on the Company's activities,
		exploration budget and program and the strategy,
		funding and objectives of the Company. The
		Directors are continuing to monitor the situation
		and will update the market in respect to any
		material impact regarding COVID-19.

• Exploration Potential and Mine Development – The applications and permits comprising the Company's projects are at a very early stage of exploration and potential investors should understand that mineral exploration and development are high risk undertakings. There can be no assurance that exploration of the permits, or any other licenses that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. The risk associated with the development of a mine will be considered in full as part of the Company's exploration activities and will be managed with ongoing consideration of stakeholder interests.

Topic	Summary	Summary	Further Information
		conditions, receiving the necessary approvals from
		all relevant parties and authorities, seasonal
		weather patterns, unanticipated technical and
		operation difficulties encountered in extraction and
		production activities, mechanical failure of
		operating plant and equipment, shortages or
		increases in the price of consumables, spare parts
		and plant and equipment, cost overruns, access to
		the required level of funding and contracting risk
		from third parties providing essential services. No
		assurance can be given that the Company will
		achieve commercial viability through the
		development of the Company's projects.
	•	Future capital requirements –The Company's
		growth through its proposed and future exploration
		campaigns will require additional expenditure. The
		Company has no operating revenue and is unlikely
		to generate any operating revenue unless and until
		the projects are successfully explored, evaluated,
		developed and production commences. The future
		capital requirements of the Company will depend
		on many factors including its business
		development activities. Whilst the Company
		believes its available cash and the net proceeds of
		the Placement and Entitlement Offer should be
		adequate to fund its business development
		activities, exploration program and other Company
		objectives in the short term, there can be no
		guarantees that it will be sufficient to successfully
		achieve all the objectives of the Company's overall
		business strategy.

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

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

•

Exploration Costs – Exploration costs of the Company 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 operations.

Operational – The operations of the Company may be affected by various factors which are beyond the control of the Company, including

Topic	Summary	Summary	Further Information
		failure to locate or identify mineral deposits, failure
		to achieve predicted grades in exploration,
		operational and technical difficulties encountered
		in mining, difficulties in commissioning and
		operating plant and equipment, mechanical failure
		or plant breakdown, unanticipated metallurgical
		problems which may affect extraction costs,
		adverse weather conditions, industrial and
		environmental accidents, industrial disputes and
		unexpected shortages or increases in the costs of
		consumables, spare parts, plant and equipment,
		fire, explosions and other incidents beyond the
		control of the Company.
	•	Earn-in and contractual risk– The Company has
		an initial 57% interest in Valhalla Minerals Ltd
		(being a 51% indirect interest in the Boulbi Project)
		and is a party to a joint venture for the
		management of the Boulbi Project. Refer to the
		replacement prospectus dated 23 April 2021 for
		further details. Under the terms of the Boulbi earn-
		in agreement, the Company will have the right to
		spend a minimum amount of US$750,000 to earn-
		in an additional 21% interest in Valhalla (resulting
		in a 70% indirect interest in the Boulbi Project). If
		the Company elects not to earn this additional
		interest, its interest in the Boulbi Project will be
		reduced to a 49% minority interest and the
		Company will lose effective control over the Boulbi
		Project.

Further, following the completion of the Transaction, the Company will hold 100% of AMC which is a party to the Earn-In Agreement. Under the terms of the Earn-In Agreement, the Company will have the right to spend up to US$5,500,000 to earn up to an 85% interest in the Cameroon Companies. The ability of the Company to achieve its stated objectives under the Earn-In Agreement will depend on the performance by the parties of their obligations under the Earn-In Agreement. There is a risk that the parties to the Boulbi earnin agreement and/or the Earn-In Agreement may default on their obligations or not act in the best interests of the joint venture, which in either case will likely have an adverse effect on the interests and prospects of the Company.

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

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

Topic	Summary	Summary	Further Information
		activities, as well as on its ability to fund those
		activities.
		International prices of various commodities,
		including copper, nickel and cobalt, are
		denominated in United States dollars, whereas the
		income and expenditure of the Company are and
		will be taken in account in Australian dollars,
		consequently exposing the Company to
		fluctuations and volatility of the rate of exchange
		between the United States dollar and the
		Australian dollar as determined by the international
		markets.
	•	Reliance on key management personnel and
		labour shortages –The Company is reliant on a
		number of key personnel and consultants. The
		loss of one or more of these key contributors could
		have an adverse impact on the business of the
		Company. It may be difficult for the Company to
		attract and retain suitably qualified and
		experienced people, due to the relatively small
		size of the Company, compared with other industry
		participants.
Further Information
How can I obtain further information?	Further information and application instructions for the Entitlement Offer, as well as the risks associated with investing in the Entitlement Offer are detailed in this Prospectus which you should read carefully and in its		Section 2.25
	entirety.
	If you have any questions in respect of the Offers, please
	contact the Company Secretary [email protected].
	For other questions, you should consult your broker,
	solicitor,	accountant, financial adviser, or other professional
	adviser.

2. Details of the Offers and Placement

2.1 Entitlement Offer

The Entitlement Offer is a non-renounceable pro rata offer of one (1) New Share for every ten (10) Shares held by Eligible Shareholders on the Record Date at an issue price of A$0.18 per New Share, together with one (1) free attaching New Option for every three (3) New Shares subscribed for and issued, to raise gross proceeds of up to A$683,040 (before costs).

The Entitlement Offer is non-renounceable, meaning that Entitlements cannot be traded on ASX, nor can they be sold, transferred or otherwise disposed of.

All New Shares under the Entitlement Offer will rank equally with the Shares on issue as at the date of this Prospectus. For further information regarding the rights and liabilities attaching to Shares, please see Section 7.1.

The New Options offered under the Entitlement Offer will have the terms and conditions detailed in Section 7.2.

2.2 Placement

As announced on 22 April 2022, the Company has received firm commitments for the Placement at A$0.18 per Share (at the same issue price as the Entitlement Offer) via the issue of 7,500,000 Shares ( Placement Shares ) to sophisticated and professional investors to raise approximately A$1.35 million (before costs). The Placement Shares are expected to be issued on or around 5 May 2022.

The Placement was undertaken prior to the Record Date and therefore, participants in the Placement will not be eligible to participate in the Entitlement Offer in respect of the Shares they receive under the Placement.

2.3 Additional Offers

(a)

Placement Options Offer

This Prospectus also includes an offer of New Options ( Placement Options ) to institutional, sophisticated and professional investors who subscribed for and were issued Shares under the Placement ( Placement Participants ) on the basis of one Placement Option for every three Placement Shares subscribed for and issued ( Placement Options Offer ). The Placement Options Offer under this Prospectus is made only to the Placement Participants (and/or their nominees).

The Placement Options Offer is conditional on receipt of Shareholder approval at the General Meeting.

The Placement Options offered under this Prospectus will form the same class of securities as the New Options and will have the terms and conditions detailed in Section 7.2(a).

The Placement Options Offer is being made with disclosure under this Prospectus to:

(i) facilitate secondary trading of the Placement Options and to enable persons who are issued the Placement Options to on-sell those Placement Options within 12 months of their issue. The Company will not issue the Placement Options with the purpose of the persons, to whom they are issued, selling or transferring those Placement Options, or granting, issuing or transferring interests in those Placement Options within 12 months of the issue but this Prospectus provides them the ability to do so should they wish; and
(ii) facilitate secondary trading of the Shares to be issued upon exercise of the Placement Options. Issuing the Placement Options under this Prospectus will enable persons who are issued the Placement Options to on-sell the Shares

issued on exercise of the Placement Options pursuant to ASIC Corporations Instrument 2016/80.

The Placement Participants should refer to Section 2.13(c) for details of how to accept the Placement Options.

(b)

Lead Manager Options Offer

This Prospectus also includes an offer of 3,500,000 New Options ( Lead Manager Options ) to the Joint Lead Managers (and/or their nominees) for the provision of lead manager services in connection with the Placement ( Lead Manager Options Offer ). The Lead Manager Options Offer under this Prospectus is made only to the Joint Lead Managers (and/or their nominees).

The Lead Manager Options Offer is conditional on receipt of Shareholder approval at the General Meeting.

The Lead Manager Options offered under this Prospectus will form the same class of securities as the New Options and will have the terms and conditions detailed in Section 7.2(b).

The Lead Manager Options Offer is being made with disclosure under this Prospectus to:

(i) facilitate secondary trading of the Lead Manager Options and to enable persons who are issued the Lead Manager Options to on-sell those Lead Manager Options within 12 months of their issue. The Company will not issue the Lead Manager Options with the purpose of the persons, to whom they are issued, selling or transferring those Lead Manager Options, or granting, issuing or transferring interests in those Lead Manager Options within 12 months of the issue but this Prospectus provides them the ability to do so should they wish; and
(ii) facilitate secondary trading of the Shares to be issued upon exercise of the Lead Manager Options. Issuing the Lead Manager Options under this Prospectus will enable persons who are issued the Lead Manager Options to on-sell the Shares issued on exercise of the Lead Manager Options pursuant to ASIC Corporations Instrument 2016/80.

The Joint Lead Managers should refer to Section 2.13(d) for details of how to accept the Lead Manager Options Offer.

(c)

Underwriter Options Offer

This Prospectus also includes an offer of 1,500,000 New Options ( Underwriter Options ) to the Underwriter (and/or its nominees) for the provision of underwriting services in connection with the Entitlement Offer ( Underwriter Options Offer ). The Underwriter Options Offer under this Prospectus is made only to the Underwriter (and/or its nominees).

The Underwriter Options Offer is conditional on receipt of Shareholder approval at the

General Meeting.

The Underwriter Options offered under this Prospectus will form the same class of securities as the New Options and will have the terms and conditions detailed in Section 7.2(b).

The Underwriter Options Offer is being made with disclosure under this Prospectus to:

(i) facilitate secondary trading of the Underwriter Options and to enable persons who are issued the Underwriter Options to on-sell those Underwriter Options within 12 months of their issue. The Company will not issue the Underwriter Options with the purpose of the persons, to whom they are issued, selling or transferring those Underwriter Options, or granting, issuing or transferring interests in those

Underwriter Options within 12 months of the issue but this Prospectus provides them the ability to do so should they wish; and

(ii) facilitate secondary trading of the Shares to be issued upon exercise of the Underwriter Options. Issuing the Underwriter Options under this Prospectus will enable persons who are issued the Underwriter Options to on-sell the Shares issued on exercise of the Underwriter Options pursuant to ASIC Corporations Instrument 2016/80.

The Underwriter should refer to Section 2.13(e) for details of how to accept the Underwriter Options Offer.

2.4 Removal of Secondary Trading Restrictions

Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to on-sell those securities within 12 months after the date of their issue.

Section 708A(5) of the Corporations Act provides an exception to section 707(3) where an entity issues a ‘cleansing’ notice under section 708A(5). However, the Company has been suspended from trading on the ASX for more than 5 days in the last 12 months and as a result is precluded from issuing a ‘cleansing’ notice in accordance with section 708A(5) of the Corporations Act.

Section 708A(11) of the Corporations Act provides another exemption from this general requirement where:

(a) the relevant securities are in a class of securities of the company that are already quoted on ASX;
(b) a prospectus is lodged with ASIC either:
(i) on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or
(ii) before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and
(c) the prospectus is for an offer of securities issued by the company that are in the same class of securities as the relevant securities.

A secondary purpose of this Prospectus is to comply with section 708A(11) of the Corporations Act to remove any trading restrictions that may have attached to the Placement Shares to be issued by the Company so that the holders of the Placement Shares, if they choose to, may sell those Placement Shares within the 12 months following their issue, without the issue of a prospectus. The Company did not issue the Placement Shares with the purpose of the persons to whom they were issued selling or transferring the Placement Shares, or granting, issuing or transferring interests in the Placement Shares within 12 months of the issue, however this Prospectus provides them with the ability to do so should they wish.

2.5 Purpose of this Prospectus

The purpose of this Prospectus is to:

(a) make the Offers;
(b) ensure that the on-sale of Placement Options, Lead Manager Options and Underwriter Options do not breach section 707(3) of the Corporations Act;

(c) ensure that the on-sale of the underlying Shares to be issued upon the conversion of Placement Options, Lead Manager Options and Underwriter Options is in accordance with ASIC Corporations Instrument 2016/80; and
(d) ensure that the on-sale of the Placement Shares does not breach section 707(3) of the Corporations Act by relying on the exemption to the secondary trading provisions in section 708A(11) of the Corporations Act.

2.6 No Rights Trading

The rights to New Securities under the Entitlement Offer are non-renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your rights to subscribe for New Securities under the Entitlement Offer to any other party. If you do not take up your Entitlement to New Securities under the Entitlement Offer by the Closing Date, your Entitlement will lapse.

2.7 Minimum Subscription

There is no minimum subscription for the Entitlement Offer.

2.8 Opening and Closing Dates

The Company will accept payment in respect of the Entitlement Offer from Eligible Shareholders from the Opening Date until 5.00pm (AEST) on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

Please note that payment made by BPAY® must be received no later than 5.00pm (AEST) on the Closing Date. It is the responsibility of all Eligible Shareholders to ensure that their BPAY® payments are received by the Company on or before the Closing Date.

The closing date for:

(a) the Placement Options Offer is until 5.00pm (AEST) 2 June 2022 ( Placement Options Offer Closing Date ). The Company will accept the Placement Options Offer Application Forms from 5 May 2022 until the Placement Options Offer Closing Date;
(b) the Lead Manager Options Offer is until 5.00pm (AEST) 2 June 2022 ( Lead Manager Options Offer Closing Date ). The Company will accept the Lead Manager Options Offer Application Forms from 5 May 2022 until the Lead Manager Options Offer Closing Date; and
(c) the Underwriter Options Offer is until 5.00pm (AEST) 2 June 2022 ( Underwriter Options Offer Closing Date ). The Company will accept the Underwriter Options Offer Application Forms from 5 May 2022 until the Underwriter Options Offer Closing Date.

The Company reserves the right, subject to the Corporations Act and the Listing Rules, to vary the closing dates of the Offers without prior notice. If a closing date is varied, subsequent dates may also be varied accordingly.

2.9 Shortfall Offer and Allocation Policy

Any New Securities under the Entitlement Offer that are not applied for will form the Shortfall Securities. The offer to issue Shortfall Securities is a separate offer under this Prospectus ( Shortfall Offer ).

Under this Prospectus, the Company offers to issue the Shortfall Securities to investors at the same price of A$0.18 per New Share as that offered under the Entitlement Offer (together with one (1) free attaching New Option for every three (3) Shortfall Shares issued). The Shortfall Shares will have the same rights as the New Shares as detailed in Section 7.1. The New Options offered under the Shortfall Offer will have the terms and conditions detailed in Section 7.2.

Eligible Shareholders may apply for Shortfall Securities by completing the relevant section of their Entitlement and Acceptance Form (refer to Section 3 for further details).

Unless otherwise agreed between the Company and the Underwriter, the Company will allocate Shortfall Securities according to the following priority:

(a) to each Eligible Shareholder who applied for Shortfall Securities through the Shortfall Offer; and
(b) if following the allocation in paragraph (a) there remains unallocated Shortfall Securities, the Shortfall Securities will be allocated to the Underwriter, who may allocate the Shortfall Securities to any sub-underwriter.

This shortfall allocation policy has been structured to allow each Eligible Shareholder to participate in priority to any other investors to try to reduce the number of Shortfall Securities that may be issued to the Underwriter. Shortfall Securities will not be offered or issued to any Applicant if, in the view of the Directors, to do so would increase the Applicant's voting power in the Company above 19.9% or otherwise result in a breach of the Listing Rules, the Corporations Act or other applicable law.

An Application for Shortfall Securities accompanied by payment of Application Monies does not guarantee the allotment of Shortfall Securities. The Shortfall Securities will be allocated within three months from the Closing Date.

In relation to the Shortfall Offer, the Company reserves the rights to issue to an Applicant a lesser number of Shortfall Securities than the number applied for, reject an Application or not proceed with the issue of the Shortfall Securities or part thereof. If the number of Shortfall Securities issued is less than the number applied for, surplus Application Monies will be refunded in full. Interest will not be paid on Application Monies refunded.

The Directors reserves, in consultation with the Underwriter and subject to compliance with the Corporations Act and the Listing Rules, the right to place Shortfall Securities within three months of the Closing Date.

2.10 Fractional Entitlements

Fractional Entitlements will be rounded up or down to the nearest whole number, with Entitlements to less than half of a New Security rounded down. For this purpose, holdings in the same name are aggregated for calculation of Entitlements, to the extent permitted by the Listing Rules. If the Company considers that holdings have been split to take advantage of rounding, the Company reserves the right to aggregate holdings held by associated Shareholders for the purpose of calculating Entitlements, to the extent permitted by the Listing Rules.

2.11 Underwriting

The Entitlement Offer is fully underwritten and under the terms of the Underwriting Agreement, the Underwriter agreed to act as arranger for the underwriting of the Entitlement Offer.

A summary of the Underwriting Agreement (including the circumstances in which it may be terminated) is set out in Section 8.1.

2.12 Risks of the Offers

As with any securities investment, there are risks associated with investing in the Company. However, having regard to the matters detailed in the Letter and the risks applicable to the Company and its business detailed in Section 6, Eligible Shareholders should be aware that an investment in the New Securities should be considered highly speculative and there exists a risk that you may, in the future, lose some or all of the value of your investment.

Before deciding to invest in the Company, investors should read this Prospectus in its entirety, in particular the specific risks associated with an investment in the Company (detailed in Section 6),

and should consider all factors in light of their personal circumstances and seek appropriate professional advice.

2.13 Application Forms and BPAY® Payments

(a) Entitlement Offer

Payment by an Eligible Shareholder creates a legally binding contract between the Applicant and the Company for the number of New Securities accepted by the Company. The Application Form does not need to be signed to be a binding acceptance of New Securities.

(b) Shortfall Offer

A Shortfall Application Form will be provided to certain persons wishing to participate in the Shortfall upon invitation from the Company. Acceptance of a completed Shortfall Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Shortfall Securities accepted by the Company. The Shortfall Application Form does not need to be signed to be a binding acceptance of Shortfall Securities.

A Shortfall Application Form will be issued to certain investors together with a copy of this Prospectus.

(c) Placement Options Offer

The Placement Options Offer is an offer to Placement Participants (and/or their nominees) only.

Only the Placement Participants (and/or their nominees) can accept the Placement Options under the Placement Options Offer. A personalised Placement Options Offer Application Form will be issued to the Placement Participants (and/or their nominees) together with a copy of this Prospectus. The Company will only provide a Placement Options Offer Application Form to Placement Participants (and/or their nominees).

(d) Lead Manager Options Offer

The Lead Manager Options Offer is an offer to the Joint Lead Managers (and/or their nominees) only.

Only the Joint Lead Manager (and/or their nominees) can accept the Lead Manager Options under the Lead Manager Options Offer. A personalised Lead Manager Options Offer Application Form will be issued to the Joint Lead Managers (and/or their nominees) together with a copy of this Prospectus. The Company will only provide a Lead Manager Options Offer Application Form to the Joint Lead Manager (and/or their nominees).

(e) Underwriter Options Offer

The Underwriter Options Offer is an offer to the Underwriter (and/or its nominees) only.

Only the Underwriter (and/or its nominees) can accept the Underwriter Options under the Underwriter Options Offer. A personalised Underwriter Options Offer Application Form will be issued to the Underwriter (and/or its nominees) together with a copy of this Prospectus. The Company will only provide a Underwriter Offer Application Form to the Underwriter (and/or its nominees).

If you are in doubt as to the course of action, you should consult your professional advisor.

Acceptance of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of New Securities accepted by the

Company. The Application Form does not need to be signed to be a binding acceptance of Securities.

If the Application Form is not completed correctly it may still be treated as valid. The Directors' decision whether to treat a completed Application Form as valid and how to construe, amend or complete the Application Form is final.

2.14 Issue and Dispatch

All New Securities under the Offers are expected to be issued on or before the dates specified in the Indicative Timetable.

It is the responsibility of Applicants to determine their allocation prior to trading in New Securities. Applicants who sell New Securities before they receive their holding statements will do so at their own risk.

Shortfall Securities may be issued within three months after the Closing Date.

2.15 Application Monies Held on Trust

All Application Monies will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the New Shares are issued. All Application Monies will be returned (without interest) if the New Shares are not issued.

2.16 ASX Quotation

Application will be made to ASX no later than seven (7) days after the date of this Prospectus for Official Quotation of the New Securities offered under this Prospectus. If ASX does not grant Official Quotation of the New Shares within three (3) months after the date of this Prospectus (or such period as the ASX allows), no New Shares will be issued or allotted under the Offers and the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

The New Options will only be admitted to Official Quotation if the quotation requirements under the Listing Rules are satisfied. If the quotation requirements are not satisfied or ASX otherwise does not grant Official Quotation of the New Options, the New Options will be issued on an unquoted basis.

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

2.17 Withdrawal and Cooling-Off Rights

Cooling off rights do not apply to an investment in New Securities under the Entitlement Offer. You cannot withdraw your payment once it has been accepted unless permitted to do so in accordance with the Corporations Act.

The Directors may at any time decide to withdraw this Prospectus and the Offers, in which case, the Company will return all Application Monies (without interest) in accordance with the Corporations Act.

2.18 Eligible Shareholders

Eligible Shareholders are those persons who:

(a) are registered as a holder of Shares as at the Record Date; and
(b) have a registered address on the Company share register in Australia or New Zealand, or are, in the opinion of the Company, otherwise eligible to receive an offer of New Securities under the Entitlement Offer,

(an Eligible Shareholder ).

If you are a Shareholder who does not satisfy each of the criteria listed above, you are an “ Ineligible Shareholder ”. Where this Prospectus has been despatched to Ineligible Shareholders, this Prospectus is provided for information purposes only. The Company reserves the right to determine whether a Shareholder is an Eligible Shareholder or an Ineligible Shareholder.

By making a payment by BPAY®, you will be taken to have represented and warranted that you satisfy each of the criteria listed above to be an Eligible Shareholder. Nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.

By receiving this Prospectus, you will be taken to have acknowledged and agreed that determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and each of the Company and the Joint Lead Managers and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law.

The Company has decided that it is unreasonable to make offers under the Entitlement Offer to Shareholders who have registered addresses outside Australia and New Zealand, having regard to the number of such holders in those places and the number and value of the New Securities that they would be offered, and the cost of complying with the relevant legal and regulatory requirements in those places. The Company may (in its absolute discretion) extend the Entitlement Offer to Shareholders who have registered addresses outside Australia or New Zealand in accordance with applicable law.

2.19 Nominees

The Entitlement Offer is only being made to Eligible Shareholders. The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares (e.g. for the purposes of determining whether any such persons may participate in the Entitlement Offer).

Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Entitlement Offer is compatible with applicable foreign laws.

2.20 Foreign Jurisdictions

This Prospectus does not, and is not intended to, constitute an offer of Securities in any place or jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or to issue this Prospectus. The Entitlement Offer is not being extended, and New Securities will not be issued, to Shareholders with a registered address which is outside Australia or New Zealand.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than those mentioned above) having regard to the number of overseas Shareholders, the number and value of New Securities these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction.

No action has been taken to permit the offer of New Securities to existing Shareholders in any jurisdiction other than Australia and New Zealand. The distribution of this Prospectus in jurisdictions outside those jurisdictions is restricted by law and persons outside of those jurisdictions should observe such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

This Prospectus and the accompanying Entitlement and Acceptance Form does not constitute an offer of New Securities in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer. In particular, this Prospectus may not be distributed to any person, and the New Securities may not be offered or sold, in any country outside of Australia except to the extent permitted below:

New Zealand

The New Securities are not being offered to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, detail all the information that a product disclosure statement under New Zealand law is required to detail.

2.21 CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities Clearing House Business Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Securities.

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

The CHESS statement will set out the number of New Securities issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the New Securities.

If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by the Share Registry and will detail the number of New Securities issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements.

2.22 Taxation Implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for New Securities.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. Applicants should consult their own professional tax adviser to obtain advice in relation to the taxation laws, regulations and implications applicable to their personal circumstances.

2.23 Major Activities and Financial Information

A summary of the major activities and financial information relating to the Company for the financial year ended 30 June 2021 is detailed in the Annual Report which is available on the Company's website at https://ookami.com.au/.

A summary of the major activities and financial information relating to the Company for the half year ended 31 December 2021 is detailed in the Half Yearly Report which is available on the Company's website at https://ookami.com.au/.

The Company's continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Annual Report for the year ended 30 June 2021 with ASX on 23 October 2021 are detailed in Section 8.1.

Copies of these documents are available free of charge from the Company or the Company's website: https://ookami.com.au/. Directors strongly recommend that Applicants review these and all other announcements prior to deciding whether or not to participate in the Offers.

2.24 Privacy

The Company collects information about each Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes detailed in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company's related bodies corporate, agents and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on Application Form, the Company may not accept or process your Application.

An Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.

2.25 Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary at [email protected]. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.

3. Actions required by Applicants

3.1 How to apply

Your Entitlement is detailed on the accompanying personalised entitlement and acceptance form ( Entitlement and Acceptance Form ) and has been calculated as one (1) New Share for every ten (10) Shares you held as at the Record Date, together with one (1) free attaching New Option for every three (3) New Shares subscribed for and issued. If the result is not a whole number, fractional Entitlements will be rounded up or down to the nearest whole number, with Entitlements to less than half of a New Security rounded down.

If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding.

If you are an Eligible Shareholder, you may do any one of the following:

(a) take up all of your Entitlement and also apply for additional New Securities under the Shortfall Offer;
(b) take up all of your Entitlement but not apply for additional New Securities under the Shortfall Offer;
(c) take up part of your Entitlement, the part not taken up will lapse; or
(d) do nothing, in which case all of your Entitlement will lapse and you will receive no value for those lapsed Entitlements.

These possible actions are described in further detail below.

1. If you wish to take up all of your Entitlement and also apply for additional New Securities in the Shortfall Offer or if you wish to take up all of your Entitlement only

If you decide to take up all of your Entitlement or take up all of your Entitlement and participate in the Shortfall Offer, please pay your Application Monies via BPAY® or Electronic Funds Transfer by following the instructions set out on the personalised Entitlement and Acceptance Form, so that they are received by the Share Registry by no later than 5.00pm (AEST) on the Closing Date.

If you apply to take up all your Entitlement, you may also apply for additional New Securities under the Shortfall Offer. Amounts received by the Company in excess of the offer price of A$0.18 multiplied by your Entitlement may be treated as an Application to apply for as many additional Shortfall Shares as your Application Monies will pay for in full.

Please make sure to use the specific Biller Code and unique Customer Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Customer Reference Number specific to the Entitlement on that Entitlement and Acceptance Form.

If you take up all of your Entitlement and apply for additional New Securities under the Shortfall Offer and if your application is successful (in whole or in part) you will be issued your New Securities on or about 10 June 2022. The Company's decision on the number of New Securities to be issued to you will be final.

Any New Securities not taken up by the Closing Date may be made available to those Eligible Shareholders who took up their full Entitlement and applied for additional New Securities under the Shortfall Offer. There is no guarantee that such Shareholders will receive the number of New Securities applied for under the Shortfall Offer, or any. Additional New Securities under the Shortfall Offer will only be allocated to Eligible Shareholders if available and to the extent that the Company so determines, in its absolute discretion.

The Company also reserves the right (in its absolute discretion) to reduce the number of New Securities issued to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if the Company believes their claims to be overstated or if they or their nominees fail to provide information to substantiate their claims to the Company’ satisfaction.

All Shareholders, including those Eligible Shareholders who participate in the Entitlement Offer, will have their percentage holding in the Company reduced by the Placement.

2. If you wish to take up part of your Entitlement

If you decide to take up part of your Entitlement, and allow the balance to lapse, please pay your Application Monies via BPAY[® ] or Electronic Funds Transfer by following the instructions set out on the personalised Entitlement and Acceptance Form, such that they are received by the Share Registry by no later than 5.00pm (AEST) on 6 June 2022. The Company will treat you as applying for as many New Shares as your payment will pay for in full. Please make sure to use the specific Biller Code and unique Customer Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Customer Reference Number specific to the Entitlement on that Entitlement and Acceptance Form.

If you take up and pay part of your Entitlement before the close of the Entitlement Offer you will be issued your New Securities on or about 10 June 2022. The Company’ decision on the number of New Securities to be issued to you will be final.

Eligible Shareholders who do not participate fully in the Entitlement Offer will have their percentage holding in the Company reduced. All Shareholders, including those Eligible Shareholders who participate in the Entitlement Offer, will have their percentage holding in the Company reduced.

You will not receive any value for the Entitlements you choose not to take up and they will lapse worthless.

3. If you take no action

If you take no action, you will not be allocated New Securities and your Entitlement will lapse. Your Entitlement to participate in the Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Eligible Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

3.2 Ineligible Shareholders

If you are an Ineligible Shareholder, you may not accept any of, or do anything in relation to, your Entitlement.

3.3 Payment

Payments by cash, cheque, bank draft or money order will not be accepted. The Company will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement.

Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded.

Please follow the instructions on the personalised Entitlement and Acceptance Form (which includes the specific Biller Code and your unique Customer Reference Number). You can only make a payment via BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions.

If you are a Shareholder with a registered address in New Zealand and do not have access to BPAY[®] please contact the Shareholder Information Line on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) from 9.00am to 5.00pm (AEST), Monday to Friday.

Please note that:

(a) you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations, representations and warranties on that personalised Entitlement and Acceptance Form and under this Prospectus; and
(b) if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

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

Please make sure you use the specific Biller Code and your unique Customer Reference Number on your personalised Entitlement and Acceptance Form. If you have more than one holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Customer Reference Number specific to the Entitlement on that Entitlement and Acceptance Form.

Any Application Monies received for more than your final allocation of New Shares will be refunded. No interest will be paid on any Application Monies received or refunded.

3.4 Representations by Applicants

By making payment to acquire New Securities, you will be deemed to have represented to the Company that you are an Eligible Shareholder and:

(a) acknowledge that you have received a copy of this Prospectus and an accompanying Entitlement and Acceptance Form, and read them both in their entirety;
(b) agree to be bound by the terms of the Entitlement Offer, the provisions of this Prospectus and the Constitution;
(c) authorise the Company to register you as the holder(s) of the New Securities allotted to you;
(d) declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;
(e) declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
(f) acknowledge that once any payment of Application Monies via BPAY® is made, you may not withdraw your application or funds provided except as allowed by law;

(g) agree to apply for and be issued up to the number of New Shares specified in the personalised Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY®, at the offer price of A$0.18 per New Share;
(h) authorise the Company, the Joint Lead Managers, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Securities to be issued to you, including correcting any errors in the Entitlement and Acceptance Form and to act on instructions of the Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
(i) acknowledge and agree that:
(i) determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and/or the Joint Lead Managers; and
(ii) each of the Company and the Joint Lead Managers, and each of their respective affiliates, disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law;
(j) declare that you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
(k) acknowledge that the information detailed in this Prospectus and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Securities are suitable for you given your investment objectives, financial situation or particular needs;
(l) acknowledge that this Prospectus does not detail all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company’ past and ongoing continuous disclosure announcements to ASX;
(m) acknowledge the statement of risks in Section 6 of this Prospectus and that investments in the Company are subject to risk;
(n) acknowledge that none of the Company, the Joint Lead Managers, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital;
(o) agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Entitlement Offer and of your holding of Shares on the Record Date;
(p) represent and warrant that the law of any place does not prohibit you from being given this Prospectus and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Securities and that you are otherwise eligible to participate in the Entitlement Offer; and
(q) you have not and will not send this Prospectus, the Entitlement and Acceptance Form or any other materials relating to the Entitlement Offer to any person in any country outside Australia and New Zealand.

3.5 Brokerage

No brokerage or stamp duty is payable by Eligible Shareholders who accept their Entitlement.

4. Purpose and Effect of the Entitlement Offer and Placement

4.1 Purpose of the Entitlement Offer and the Placement

The purpose of the Entitlement Offer, together with the Placement, is to raise a total of up to A$2,033,040.

The aggregate funds raised from the Placement and the Entitlement Offer are expected to be used in accordance with the table below:

Use of funds	Placement of A$1.35 million (A$)
		Entitlement Offer and
		Placement of A$2.03
		million (A$)

Expenditure pursuant to the Earn-In Agreement1	666,6662	666,6663
Working Capital	598,334	1,216,374
Costs of the Placement and Entitlement Offer	85,000	150,000

Total	1,350,000	2,033,040

Notes:

Assumes an AUD/USD exchange rate of 0.75.
Assumes that the Share Sale Agreement completes and the Company spends the first earn-in milestone pursuant to the Earn-In Agreement.
Assumes that the Share Sale Agreement completes and the Company spends the first earn-in milestone pursuant to the Earn-In Agreement.

The above table is a statement of the Board's current intentions as at the date of this Prospectus. However, Shareholders should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including the outcome of operational and development activities, regulatory developments, market and general economic conditions and environmental factors. In light of this, the Board reserves the right to alter the way the funds are applied.

4.2 Effect of the Entitlement Offer and Placement

The principal effect of the Entitlement Offer and Placement will be to:

(a) provide the Company with proceeds to fund exploration expenditures pursuant to the EarnIn Agreement (if the conditions of the Shares Sale Agreement are satisfied and the Transaction completes); and
(b) increase the number of Shares on issue from 37,946,667 as at the date of this Prospectus to up to 49,241,334 following completion of the Entitlement Offer Placement (assuming that 5,555,556 Shares to be issued to acquire AMC pursuant to Transaction have not been issued). If any of the Options are exercised or converted before the Record Date, the Shares issued on such exercise will be eligible to participate in the Entitlement Offer.

4.3 Capital Structure

The effect of the Placement, Transaction and Offers on the capital structure on the Company, assuming the New Securities are issued and the Entitlement Offer is fully subscribed, are as follows:

==> picture [146 x 36] intentionally omitted <==

Shares Options

Existing Securities	37,946,667	3,500,0001
Acquisition of AMC2	5,555,556	-
Placement	7,500,000	2,500,0003
Entitlement Offer4	3,794,667	1,264,8895
Lead Manager Options Offer	-	3,500,0006
Underwriter Options Offer	-	1,500,0007
Options to Director		400,0008
Total	54,796,889	12,664,889

Notes:

Comprising:
a. 1,500,000 unquoted options each with an exercise price of A$0.30 and an expiry date of 8 July 2024; and
b. 2,000,000 unquoted options each with an exercise price of A$0.0001 on or before 8 July 2023 and subject to vesting conditions, owned and/or controlled by the Directors in the proportions detailed in Section 8.5.
The issue of Shares under the Share Sale Agreement is subject to the Company obtaining shareholder approval at the General Meeting.
Quoted options each with an exercise price of A$0.30 and an expiry date of 8 July 2024. Refer to Section 7.2 for the terms and conditions of the Placement Options.
Assumes A$683,040 is raised under the Entitlement Offer.
Quoted options each with an exercise price of A$0.30 and an expiry date of 8 July 2024. Refer to Section 7.2 for the terms and conditions of the New Options under the Entitlement Offer.
Quoted options each with an exercise price of A$0.30 and an expiry date of 8 July 2024. Refer to Section 7.2 for the terms and conditions of the Lead Manager Options.
Quoted options each with an exercise price of A$0.30 and an expiry date of 8 July 2024. Refer to Section 7.2 for the terms and conditions of the Underwriter Options.
The Company proposes to issue Mr Andrew Law 400,000 unlisted options exercisable at A$0.0001 on or before 8 July 2023 and with such options being subject to certain vesting conditions.

4.4 Effect on Control

The Company has not appointed a nominee in respect of the Entitlements of Ineligible Shareholders pursuant to section 615 of the Corporations Act. Accordingly, the exemption to the 20% takeovers threshold under item 10 of section 611 of the Corporations Act is not available to Shareholders taking up their Entitlement under the Entitlement Offer.

No New Shares will be issued to any Shareholder or Applicant pursuant to this Prospectus if, in the view of the Directors, to do so would increase that Shareholder's or Applicant's Voting Power in the Company above 20% or otherwise result in a breach of the Listing Rules, the Corporations Act or any other applicable law.

The Offers are not expected to give rise to control implications for the Company albeit that the effect of the Offers on the Voting Power in the Company, for the purposes of the Corporations Act, is dependent upon the number of New Shares taken up.

As at the date of this Prospectus, no persons (including any persons with their associates) have voting power in 5% or more of the Shares on issue.

4.5 Potential Dilution Effect

If you do not participate in the Entitlement Offer, your holdings in the Company will be diluted as a result of the Entitlement Offer (compared with your position before the Entitlement Offer), after the issue of New Shares under the Entitlement Offer.

The following are examples of how any dilution may impact you if you do not participate in the Entitlement Offer, assuming the maximum number of New Shares are issued:

Example Shareholders	Holdings as at Record Date	% as at Record Date	Entitlements under the Entitlement Offer (subject to rounding)1	Holdings if Entitlement not taken up	% if the maximum number of New Shares is issued pursuant to the Entitlement Offer (subject to rounding)2
Shareholder 1	2,500,000	5.50%	250,000	2,500,000	5.08%
Shareholder 2	1,000,000	2.20%	100,000	1,000,000	2.03%
Shareholder 3	100,000	0.22%	10,000	100,000	0.20%
Shareholder 4	5,000	0.01%	500	5,000	0.01%

Notes:

Assumes that Shares to be issued pursuant to the Placement has been completed. 2. Assumes A$683,040 is raised under the Entitlement Offer.

5. Financial Information

5.1 Introduction

The Financial Information set out in this Section 5 comprises the unaudited Statement of Financial Position and the Pro Forma Statement of Financial Position of the Company as at 31 December 2021 and selected notes.

The Financial Information should be read in conjunction with the risk factors set out in Section 6 and other information detailed within or referred to in this Prospectus, including the Company’s other periodic and continuous disclosure announcements referred to in Section 8.1.

5.2 Pro Forma Statement of Financial Position

Detailed below to demonstrate the indicative impact of the Placement and the Entitlement Offer on the financial position of the Company, a Pro Forma Statement of Financial Position has been provided below. The Company's reviewed Statement of Financial Position as at 31 December 2021 has been used for the purposes of preparing the Pro Forma Statement of Financial Position and adjusted to reflect pro forma assets and liabilities of the Company as if completion of the Placement and the Entitlement Offer had occurred by 31 December 2021.

The Pro Forma Statement of Financial Position is presented in an abbreviated form. It does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial statements.

	31 DECEMBER 2021 (Reviewed)	Placement of A$1.35 million (AS)	Entitlement Offer of A$0.68 million (A$)	PRO FORMA 31 DECEMBER 2021 (Unaudited) (A$)
Current Assets Cash and cash equivalents Trade and other receivables Other current assets Total Current Assets Non-Current Assets Financial assets Property plant and equipment Exploration assets Total Non-Current Assets TOTAL ASSETS

	4,457,997 5,270 29,954	1,269,000 - -	642,058 - -	6,369,055 5,270 29,954
	4,493,221	1,269,000	642,058	6,404,279
	933,240 823 1,498,537	- - -	- - -	933,240 823 1,498,537
	2,432,600	-	-	2,432,600

	6,925,821	1,269,000	642,058	8,836,879

Current Liabilities Trade and other payables Total Current Liabilities TOTAL LIABILITIES	85,566	-	-	85,566
	85,566	-	-	85,566

	85,566	-	-	85,566

NET ASSETS	6,840,255	1,269,000	642,058	8,751,313
EQUITY Issued capital Cost of capital Reserves Accumulated losses Non-controlling interest	33,648,854 (112,531) (27,168,145) 472,077	1,350,000 (81,000) - - -	683,040 (40,982) - - -	35,681,894 (121,982) (112,531) (27,168,145) 472,077
TOTAL EQUITY	6,840,255	1,269,000	642,058	8,751,313

Notes and assumptions

The key assumptions on which the Pro Forma Statement of Financial Position above is based are as follows:

(a) the Pro Forma Statement of Financial Position has not been audited or reviewed and, other than the estimated lead manager costs of the Placement and Entitlement Offer, it does not include any other expenditure of the proceeds of the Placement or the Entitlement Offer;
(b) all CFA Franc figures have been converted to Australian dollars using a 421 AUD/XOF foreign exchange rate;
(c) A$1,350,000 raised under the Placement less lead manager costs of the Placement of up to approximately A$81,000; and
(a) A$83,040 raised under the Entitlement Offer less underwriting costs of up to approximately A$40,982.

6. Risks

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

The risks described in this Section are not an exhaustive list of the risks faced by the Company or by investors in the Company. It should be considered in conjunction with other information in this Prospectus. The risks described in, and others not specifically referred to, in this Section 6 may in the future materially affect the financial performance and position of the Company and the value of New Securities offered under this Prospectus. The New Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, return of capital or the market value of those securities. The risks described in this Section 6 also necessarily include forward looking statements. Actual events may be materially different to those described and may therefore affect the Company in a different way.

Investors should be aware that the performance of the Company may be affected and the value of its Shares may rise or fall over any given period. None of the Directors or any person associated with the Company guarantees the Company's performance, the performance of the New Securities the subject of the Offers or the market price at which the New Securities will trade. The Directors strongly recommend that potential investors consider the risks detailed in this Section 6, together with information detailed elsewhere in this Prospectus, and consult their professional advisers, before they decide whether to apply for New Securities.

6.1 Risks Specific to the Company

(a) Foreign operations

The Company's operations are located in Cameroon and Senegal, both of which are considered to be developing countries and as such subject to emerging legal and political systems compared with the system in place in Australia.

Possible sovereign risks include, without limitation, changes to the terms of mining legislation including renewal and continuity of tenure of permits, transfer of ownership of acquired permits to the Company, changes to royalty arrangements, changes to taxation rates and concessions, restrictions on foreign ownership and foreign exchange, changing political conditions, changing mining and investment policies and changes in the ability to enforce legal rights.

Future operations and profitability in Senegal and Cameroon may be affected by changing government regulations with respect, but not limited, to restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, mine safety and government and local participation. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral tenure and development could result in the loss, reduction or expropriation of entitlements. The occurrence of these and other various factors cannot be accurately predicted and could have an adverse effect on the Company's future operations and profitability.

(b) Title Risk

The Company’s exploration activities are dependent upon the maintenance (including granting and renewal) of the mineral exploration applications and permits in which the Company will acquire an interest in. Maintenance of the Company’s future mineral exploration permits is dependent on, among other things, the Company’s ability to meet

the licence conditions imposed by relevant authorities including compliance with the work program requirements which, in turn, is dependent on the Company being sufficiently funded to meet those expenditure requirements.

(c)

Transaction Risk

Completion of the Transaction is subject to the satisfaction of a number of conditions precedent (including the grant of four of the permits) – refer to the ASX announcement dated 22 April 2022 for further details. There is a risk that one or more of these conditions precedents under the Share Sale Agreement may not be satisfied and/or waived (and consequently the Transaction does not complete). Further, there is also a risk that the Share Sale Agreement may be terminated due to (amongst other matters) a breach of the terms of the Share Sale Agreement. If the Transaction does not complete, Shareholders will not receive any benefits and/or obtain any potential return from this acquisition.

(d)

COVID-19 Risk

The global economic outlook continuing to face 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. As at the date of this Prospectus, the nature and extent of the effect of COVID-19 on the performance of the Company remains unknown and the Share price may be adversely affected in the short to medium term by the economic uncertainty caused by the COVID-19 pandemic. In addition, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company's operations and are likely to be beyond the control of the Company.

The Company's inability to move people and equipment freely and/or access the Company's projects (including by reason of any restrictions imposed by the Senegal and/or Cameroon government) could have a material adverse effect and/or impact on the Company's activities, exploration budget and program and the strategy, funding and objectives of the Company. The Directors are continuing to monitor the situation and will update the market in respect to any material impact regarding COVID-19.

(e) Exploration Potential and Mine Development

The applications and permits comprising the Company's projects are at a very early stage of exploration and potential investors should understand that mineral exploration and development are high risk undertakings. There can be no assurance that exploration of the permits, or any other licenses that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. The risk associated with the development of a mine will be considered in full as part of the Company's exploration activities and will be managed with ongoing consideration of stakeholder interests.

Possible future development of a mining operation at any of the Company's projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant parties and authorities, seasonal weather patterns, unanticipated technical and operation difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services. No assurance can be given that the Company will achieve commercial viability through the development of the Company's projects.

(f) Future capital requirements

The Company's growth through its proposed and future exploration campaigns will require additional expenditure. The Company has no operating revenue and is unlikely to generate any operating revenue unless and until the projects are successfully explored, evaluated, developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. Whilst the Company believes its available cash and the net proceeds of the Placement and Entitlement Offer should be adequate to fund its business development activities, exploration program and other Company objectives in the short term, there can be no guarantees that it will be sufficient to successfully achieve all the objectives of the Company's overall business strategy.

(g)

Exploration Costs

The Company advises that the exploration costs of the Company 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 operations.

(h) Operational

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

(i)

Earn-in and contractual risk

The Company has an initial 57% interest in Valhalla Minerals Ltd (being a 51% indirect interest in the Boulbi Project) and is a party to a joint venture for the management of the Boulbi Project. Refer to the replacement prospectus dated 23 April 2021 for further details. Under the terms of the Boulbi earn-in agreement, the Company will have the right to spend a minimum amount of US$750,000 to earn-in an additional 21% interest in Valhalla (resulting in a 70% indirect interest in the Boulbi Project). If the Company elects not to earn this additional interest, its interest in the Boulbi Project will be reduced to a 49% minority interest and the Company will lose effective control over the Boulbi Project.

There is a risk that the parties to the Boulbi earn-in agreement and/or the Earn-In Agreement may default on their obligations or not act in the best interests of the joint venture, which in either case will likely have an adverse effect on the interests and prospects of the Company.

(j)

Commodity price volatility

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

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

(k)

Reliance on key management personnel and labour shortages

The Company is reliant on a number of key personnel and consultants. The loss of one or more of these key contributors could have an adverse impact on the business of the Company. It may be difficult for the Company to attract and retain suitably qualified and experienced people, due to the relatively small size of the Company, compared with other industry participants.

(l)

Contractual disputes

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

(m)

Competition

The Company will be subject to competition from other operators in the minerals and resources industry. A number of factors, including any one or more of the following, could increase the market share of any of those competitors relative to the Company's share and materially affect the Company's financial performance and position:

(i) acquiring or developing technologies which give them a competitive advantage;
(ii) lowering prices;
(iii) increasing scale or range of products or services; or
(iv) undertaking strategic moves to combine or consolidate their business.
(n) Insurance

The Company intends to insure its operations in accordance' with industry practice. However, insurance of all risks associated with exploration is not always available and,

where it is available, the cost may be high. The Company will have insurance in place considered appropriate for the Company’s needs.

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

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

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

(o) Occupational health and safety risk

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

(p) Environmental

The operations and proposed activities of the Company are subject to laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the intention of the Company to adhere to its environmental obligations, including compliance with environmental laws.

Mining operations have inherent risks and liabilities associated with the safety and damage of the environment and the disposal of waste products occurring as a result of mineral exploration activities. The occurrence of any such safety or environmental incident could have a material impact to the operations of the Company.

Further, events such as unpredictable rainfall or bushfires may impact on the Company's ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges to the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations.

(q) Mineral resources estimates

The Company does not presently have any JORC compliant resources on the mining permits. In the event that a resource is delineated this would be an estimate only. The interpretation of exploration results and mineral resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally made may alter significantly when new information or techniques become available. In addition, by their very nature, exploration results and mineral resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

(r) Regulatory Risks

The Company's activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, environmental compliance and rehabilitation, taxation, health and worker safety, waste disposal, protection of the environment, native title and heritage matters and other matters. The Company requires permits related to exploration, development and mining activities.

Whilst the Company believes that it is in substantial compliance with all material current laws and regulations, changes in how laws and regulations are enforced or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Company or its future projects. This could have a material adverse impact on the Company's future and planned operations in respect to the projects.

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

6.2 General Risks

(a) Economic risk

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

(i) general economic conditions;
(ii) changes in Government policies, taxation and other laws;
(iii) the strength of the equity and share markets in Australia and throughout the world;
(iv) industrial disputes in Australia and overseas;
(v) changes in investor sentiment toward particular market sectors;
(vi) financial failure or default by an entity with which the Company may become involved in a contractual relationship; and
(vii) natural disasters, social upheaval or war.
(b) Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and Directors. There can be no assurance that there will be no detrimental impact on the performance of the Company or its growth potential if one or more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner.

(c) Trading Price of Securities

The price at which the Securities are quoted on ASX may increase or decrease due to a number of factors outside of the Company's control and which are not explained by the fundamental operations and activities of the Company. The price of Securities may be

subject to varied and often unpredictable influences on the market for equities, including, but not limited to, general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks ,and hedging or arbitrage trading activity that may develop involving the Securities. These factors may cause the Securities to trade at prices above or below the price at which the Securities were initially acquired.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company’s market performance will not be adversely affected by any such market fluctuations or factors.

(d) Additional Requirements for Capital

The capital requirements of the Company depend on numerous factors. Depending on the ability of the Company to generate income from its operations, the Company may require further financing in the future. Any additional equity financing will dilute shareholdings, 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.

(e) Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) interest rates and inflation rates;
(iii) currency fluctuations;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.
(f) Force Majeure

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

6.3 Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of its Securities.

The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Securities offered under this Prospectus. Therefore, the New Securities 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 New Securities. Potential investors should consider that the investment in the Company is speculative and should consult their professional adviser before deciding whether to apply for New Securities pursuant to this Prospectus.

7. Rights attaching to New Securities

7.1 Rights attaching to New Shares

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

(a) General Meetings

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

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

(b) Voting Rights

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

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) 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
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he 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 as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend Rights

Subject to 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 declare a dividend to be paid 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 amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any

law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) 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 he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the 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.

(e) Shareholder Liability

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

(f) Transfer of Shares

Generally, Shares 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 Listing Rules.

(g) Variation of Rights

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

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

(h) Alteration of Constitution

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

7.2 Terms and conditions of New Options

(a) Options under the Entitlement Offer and Placement Options Offer

The Company will issue New Options pursuant to the Entitlement Offer and Placement Options Offer. The terms of the Options are summarised below:

(i) Entitlement

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

(ii) Exercise Price and Expiry Date

The Options are exercisable at $0.30 each ( Exercise Price ).

Each Option will expire on 8 July 2024 ( Expiry Date ).

(iii) Exercise Period

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

(iv) Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the applicable Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

(v) Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company and are free of all encumbrances, liens and third party interests.

(vi) Quotation of Shares

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

(vii) Timing of Issue of Shares and Quotation of Shares on Exercise

Within five business days after the later of the following:

(A) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the applicable Exercise Price for each Option being exercised; and
(B) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information the relevant date will be the date of receipt of a Notice of Exercise as set out in Section 7.2(a)(iv) above,

the Company will:

(C) allot and 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;
(D) 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
(E) 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.

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 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) 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.

(ix) Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

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

(x) Adjustment for Rights Issue

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

==> picture [109 x 23] intentionally omitted <==

where:

O' = the new Exercise Price of the Option.
O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

(xi) Adjustments for Reorganisation

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

(xii) Quotation of Options

The Company will apply for quotation of the Options in accordance with the Listing Rules. In the event that quotation of the Options cannot be obtained, the Options will be issued on an unquoted basis.

(xiii) Options Transferable

The Options are transferrable.

(xiv) Lodgement Requirements

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

(b) Options under the Lead Manager Options Offer and Underwriter Options Offer

The Company will issue New Options pursuant to the Lead Manager Options Offer and Underwriter Options Offer. The terms of the Options are summarised below:

(i) Entitlement

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

(ii) Exercise Price and Expiry Date

The issue price for each Option is $0.00001.

The Options are exercisable at $0.30 each ( Exercise Price ).

Each Option will expire on 8 July 2024 ( Expiry Date ).

(iii) Exercise Period

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

(iv) Notice of Exercise

(v) Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company and are free of all encumbrances, liens and third party interests.

(vi) Quotation of Shares

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

(vii) Timing of Issue of Shares and Quotation of Shares on Exercise

Within five business days after the later of the following:

(A) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the applicable Exercise Price for each Option being exercised; and
(B) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information the relevant date will be the date of receipt of a Notice of Exercise as set out in Section 7.2(a)(iv) above,

the Company will:

(C) allot and 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;
(D) 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
(E) 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, for any reason, a notice delivered under paragraph (d) 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 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) Participation in New Issues

(ix) Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

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

(x) Adjustment for Rights Issue

𝑂′ = 𝑂−[𝐸[𝑃−�𝑆+ 𝐷�]] 𝑁+ 1

where:

O' = the new Exercise Price of the Option.
O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

(xi)

Adjustments for Reorganisation

(xii) Quotation of Options

(xiii) Options Transferable

The Options are transferrable.

(xiv) Lodgement Requirements

7.3 Dividend policy

The Company does not intend to declare or pay any dividends in the immediately foreseeable future.

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

8. Additional information

8.1 Underwriting Agreement

On 21 April 2022 ( Execution Date ), the Company entered into an underwriting agreement with CPS Capital Group Pty Ltd ( CPS Capital Group or Underwriter ) who has agreed to underwrite the Entitlement Offer on certain terms and conditions ( Underwriting Agreement ).

Under the terms of the Underwriting Agreement, subject to the satisfaction of certain conditions precedent (detailed below), the Underwriter agrees to underwrite the Entitlement Offer.

As customary with these types of agreements:

(a) the obligations of CPS Capital are subject to the satisfaction (or waiver by the Underwriter) of (amongst others) the condition that the Share Sale Agreement is not terminated or otherwise amended or varied other than with the prior written consent of the Underwriter;
(b) the Company has agreed, subject to certain carve outs, to indemnify the Underwriter and and its directors, officers, employees and agents and hold them harmless from and against all prosecutions, losses (excluding consequential loss but including reasonable costs incurred in connection with any investigation, enquiry or hearing by ASIC, ASX or any governmental authority or agency), penalties, actions, suits, claims, costs (including reasonable legal costs on a solicitor and own client basis), demands and proceedings (whether civil or criminal) rising out of or in respect of:
(i) non-compliance by the Company with or breach of any legal requirement or the Listing Rules in relation to this Prospectus or any corrective documents for this Prospectus;
(ii) any advertising of the Entitlement Offer (notwithstanding that the Underwriter may have consented to it) by the Company or any documents in respect of the Entitlement Offer which accompany this Prospectus or corrective documents or otherwise arising out of the Entitlement Offer;
(iii) any statement, misstatement, misrepresentation, non disclosure, inaccuracy in or omission from this Prospectus or any corrective documents, any advertising of the Entitlement Offer or any documents in respect of the Entitlement Offer which accompany this Prospectus or any corrective documents; or
(iv) any breach or failure by the Company to observe any of the terms of the Underwriting Agreement;
(c) the Underwriter, in its sole discretion, may terminate its obligations under the Underwriting Agreement if:
(i) the Entitlement Offer is withdrawn by the Company;
(ii) the Company fails to lodge an Appendix 2A in relation to the New Shares under the Entitlement Offer with ASX by the time required by the Listing Rules, the Corporations Act or any other regulations;
(iii) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in Section 8.1(c)(xi)(D), forms the view on reasonable grounds that a corrective document should be lodged with ASIC and ASX to comply with the Corporations Act and the Company fails to lodge a corrective document in such form and content and within such time as the Underwriter may reasonably require;

(iv) the Company lodges a corrective document without the prior written agreement of the Underwriter (which agreement the Underwriter may not unreasonably withhold);
(v) subject always to Section 8.1(d), it transpires that there is a statement in this Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from this Prospectus or if any statement in this Prospectus becomes misleading or deceptive or likely to mislead or deceive or if the issue of this Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
(vi) the Company is prevented from issuing the New Shares under the Entitlement Offer within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
(vii) an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Offer, provided that the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn;
(viii) the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel and is not withdrawn or disposed of by the Shortfall Notice Deadline Date, either of which in the Underwriter's reasonable opinion has a Material Adverse Effect;
(ix) subject always to Section 8.1(d), a Director or senior manager of the Company is charged with an indictable offence;
(x) the S&P/ASX Small Ordinaries index falls by 10% or more below the level of the S&P/ASX Small Ordinaries index on the Execution Date, at the close of trading:
(A) for at least two consecutive business days in the period between the Execution Date and the business day prior to the Settlement Date; or
(B) on the business day immediately prior to the Settlement Date; or
(xi) subject always to Section 8.1(d), any of the following events occurs:
(A) default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking and the default or breach is either incapable of remedy or is not remedied within ten business days after the Underwriter notifies the Company of the default or breach or by the Shortfall Notice Deadline Date, whichever is earlier;
(B) any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect to a material respect;
(C) a material contravention by the Company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(D) an event occurs which gives rise to a Material Adverse Effect or any adverse change or any development including a prospective adverse change after the Execution Date in the assets, liabilities, financial

position, trading results, profits, losses, prospects, business or operations of the Company;

(E) any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Entitlement Offer or the issue of New Shares under the Entitlement Offer or the affairs of the Company is or becomes misleading or deceptive or likely to mislead or deceive to a material respect;
(F) there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;
(G) a Prescribed Occurrence occurs;
(H) the Company suspends payment of its debts generally;
(I)
an Event of Insolvency occurs in respect of the Company;
(J) a judgment in an amount exceeding A$100,000 is obtained against the Company and is not set aside or satisfied within seven days;
(K) litigation, arbitration, administrative or industrial proceedings are brought after the Execution Date commenced against the Company;
(L) there is a change in the composition of the Board or a change in the senior management of the Company before the issue of New Shares under the Entitlement Offer without the prior written consent of the Underwriter (such consent not to be unreasonably delayed or withheld);
(M) a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to the Company;
(N) there is a delay in any specified date in the timetable agreed to between the Company and the Underwriter which is greater than three business days, without the prior written consent of the Underwriter (such consent not to be unreasonably delayed or withheld);
(O) a Force Majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of seven days occurs;
(P) the Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;
(Q) the Company alters its capital structure in any manner not contemplated by this Prospectus, the Share Sale Agreement or permitted by the Underwriting Agreement without the prior written consent of the Underwriter (such consent not to be unreasonably delayed or withheld);
(R) hostilities not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of

Australia, New Zealand the United States of America, the United Kingdom any member state of the European Union, Indonesia, Japan or the People's Republic of China or Indonesia, or a terrorist act is perpetrated on any of those countries or any diplomatic or political establishment of any of those countries elsewhere in the world, or a national emergency is declared by any of those countries;

  - (S) there occurs any material adverse change or material adverse disruption to the political or economic conditions of financial markets in Australia, the United Kingdom, the United States of America or the international financial markets or any change or development involving a prospective change in national or international political, financial or economic conditions; or

  - (T) the Share Sale Agreement is not terminated or otherwise amended or varied other than with the prior written consent of the Underwriter;

(d) the events listed in Sections 8.1(c)(v), 8.1(c)(ix) and 8.1(c)(xi) do not entitle the Underwriter to exercise its rights under Section 8.1(c) unless, in the reasonable opinion of the Underwriter reached in good faith, the event has or is likely to have, or those events together have, or could reasonably be expected to have, a Material Adverse Effect or could give rise to a liability of the Underwriter under the Corporations Act; and
(e) the Underwriter will be remunerated by the Company for providing underwriting services in relation to the Entitlement Offer as follows:
(i) the payment of an underwriting fee equal to 6% of the total amount raised under the Entitlement Offer; and
(ii) the issue of the Underwriter Options to the Underwriter (and/or its nominees).

8.2 Continuous disclosure obligations

The Company is a 'disclosing entity' (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act, and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The New Shares are in the same class as Shares that have been quoted on the official list of the ASX during the three months prior to the issue of this Prospectus.

This Prospectus is a 'transaction specific prospectus' to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to an offer of securities, or operation to acquire securities, in a class which has been continuously quoted by ASX in the three months prior to the date of the prospectus. In general terms 'transaction specific prospectuses' are only required to detail information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, the financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the closing date of the Offer:
(i) the annual financial report of the Company for the financial year ended 30 June 2021 being the most recent annual financial report of the Company lodged with the ASIC before the issue of this Prospectus;
(ii) the half year financial report of the Company for the six months ended 31 December 2021 lodged with ASIC after the lodgement of the annual financial report mentioned in paragraph (i) and before the issue of this Prospectus; and
(iii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the annual financial report referred to in paragraph (i) above until the issue of this Prospectus in accordance with the Listing Rules as referred to in section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the

registered office of the Company during normal office hours.

The Company has lodged the following announcements with ASX since the lodgement of its Annual Report on 23 September 2021:

Date Lodged	Subject of Announcement
27 April 2022	Cancel - Proposed issue of securities - OOK
27 April 2022	Update to Rights Issue timetable
22 April 2022	Initial Director's Interest Notice
22 April 2022	Update - Proposed issue of securities - OOK
22 April 2022	Proposed issue of securities - OOK
22 April 2022	Proposed issue of securities - OOK
22 April 2022	Proposed issue of securities - OOK
22 April 2022	Proposed issue of securities - OOK
22 April 2022	Proposed issue of securities - OOK
22 April 2022	Rutile & Heavy Mineral Sands Project Acquisition & Raising
20 April 2022	Trading Halt
2 March 2022	Half Year Accounts - 31 December 2021

Date Lodged	Subject of Announcement
27 January 2022	OOK December 2021 Quarterly Activities Report & Appendix 5B
11 January 2022	OOK January 2022 Investor Presentation
20 December 2021	Project Update - Boulbi Permit
24 November 2021	Notification of cessation of securities - OOK
24 November 2021	Update - Notification of buy-back - OOK
16 November 2021	Results of Annual General Meeting
27 October 2021	OOK September 2021 Quarterly Activities Report & Appendix 5B
15 October 2021	Notification of buy-back - OOK
15 October 2021	Notice of Annual General Meeting/Proxy Form
15 October 2021	Annual General Meeting Letter to Shareholders & Proxy Form
11 October 2021	Project Update - Messok East Co-Ni Project
6 October 2021	Completion of Small Shareholding Sale Facility
24 September 2021	Date of Annual General Meeting
23 September 2021	Appendix 4G

The following documents are available for inspection throughout the application period of this Prospectus during normal business hours at the office of the Company at Level 21, 459 Collins Street, Melbourne VIC 3000:

(a) this Prospectus;
(b) the Constitution; and
(c) the consents referred to in Section 8.13 and the consents provided by the Directors to the issue of this Prospectus.

8.3 Substantial Holders

As at the date of this Prospectus, no persons (including any persons with their associates) have voting power in 5% or more of the Shares on issue.

8.4 Market Prices of Existing Shares on ASX

The highest and lowest market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest: A$0.205 per Share on 5 April 2022 Lowest: A$0.150 per Share on 14 March 2022

The latest available market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was A$0.19 per Share on 26 April 2022.

8.5 Interests of Directors

Except as disclosed in this Prospectus, no Director (or entity in which they are a partner or director) has, or has had in the two years before the date of this Prospectus, any interests in:

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

and no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be given to:

(d) any Director to induce him or her to become, or to qualify as, a Director; or
(e) any Director for services which he or she (or entity in which they are a partner or director) has provided in connection with the formation or promotion of the Company or the Offers.

8.6 Directors' Interests

As at the date of this Prospectus, the relevant interests of the Directors and their related entities in securities in the Company, are detailed in the table below.

Director	Shares	Options
Joseph van den Elsen	-	1,200,0001
John Ciganek	125,0002	400,0003
Emmanuel Correia	250,0004	400,0005
Andrew Law	-	-6

Notes:

Comprising 600,000 unlisted options exercisable at A$0.0001 on or before 8 July 2023 and subject to vesting conditions held directly by Mr van den Elsen and 600,000 unlisted options exercisable at $0.0001 on or before 8 July 2023 subject to vesting conditions held indirectly by Gotham Corporate Pty Ltd, an entity controlled by Mr van den Elsen.
Held indirectly by the Ciganek Superannuation Fund, an entity controlled by Mr Ciganek.
Unlisted options exercisable at A$0.0001 on or before 8 July 2023 and subject to vesting conditions held directly by Mr Ciganek.
Held indirectly by Cardrona Energy Pty, an entity of which Mr Correia is a director of.
Unlisted options exercisable at A$0.0001 on or before 8 July 2023 and subject to vesting conditions held indirectly by Nyree Correia, the spouse of Mr Correia, as trustee for the Emmanuel Correia A/C.
The Company proposes to issue Mr Law 400,000 unlisted options exercisable at A$0.0001 on or before 8 July 2023 and with such options being subject to certain vesting conditions.

Mr Emmanuel Correia intends to take up his full Entitlement under the Entitlement Offer (comprising, in total 25,000 New Shares for Mr Correia).

8.7 Directors' Remuneration

The remuneration (including superannuation) of existing Directors for the past two years are as follows:

Director	Financial Year	Salary and Fees	Share-based payments	Total
Joseph van den Elsen1	2020	-	-	-
	2021	68,233	-	68,233
John Ciganek2	2020	-	-	-
	2021	26,968	-	26,968
Emmanuel Correia3	2020	-	-	-
	2021	-	-	-
Andrew Law4	2021	-	-	-
	2020	-	-	-

Notes:

Remuneration disclosed is for period from appointment 3 September 2020 to 30 June 2021, comprising A$38,500 related to CEO and Managing Director fees payable to Gotham Corporate Pty Ltd, an entity by Mr van den Elsen, and A$29,733 related to non-executive director fees payable to Mr van den Elsen.
Remuneration disclosed is for period from appointment 9 December 2020 to 30 June 2021, being A$26,968 related to non-executive director fees.
Mr Correia was appointed on 9 July 2021.
Mr Law was appointed on 22 April 2022.

8.8 Interests of Other Persons

No promoter or other person named in this Prospectus as having performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus (or entity in which they are a partner or director) do not hold, have, and have not had in the two years before the date of this Prospectus, any interest in:

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

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

(d) Thomson Geer has acted as the Australian lawyers to the Company for the Offers. In respect of this work the Company will pay Thomson Geer approximately A$10,000 (exclusive of GST). During the two years before the date of this Prospectus, Thomson Geer has provided the Company with legal services and was paid approximately A$240,189.50 for these services;
(e) Inyati Capital Pty Ltd has acted as a Joint Lead Manager to the Placement and Entitlement Offer. In respect of this work the Company will pay the Inyati Capital Pty Ltd up to

approximately A$41,000 (exclusive of GST). During the two years before the date of this Prospectus, Inyati Capital Pty Ltd has not been paid fees of respect services provided for the Company's previous capital raisings;

(f) CPS Capital Group Pty Ltd has acted as a Joint Lead Manager to the Placement and Entitlement Offer and Underwriter to the Entitlement Offer. In respect of this work the Company will pay the CPS Capital Pty Ltd up to approximately A$81,000 (exclusive of GST). During the two years before the date of this Prospectus, CPS Capital Pty Ltd has been paid fees of A$346,666.38 (exclusive of GST) in respect services provided for the Company's previous capital raising; and
(g) Automic Pty Ltd conducts the Company's share registry functions and will provide administrative services in respect to the proposed Share applications pursuant to this Prospectus. Automic Pty Ltd will be paid for these services on standard industry terms and conditions.

The amounts disclosed above are exclusive of GST.

8.9 Related party transactions

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

8.10 Costs of the Offers

The indicative costs of the Placement and Offers payable by the Company (inclusive of GST) are as follows:

	Placement (A$)	Placement and Entitlement Offer (A$)
Lead Manager fees	81,000	121,983
ASX quotation fee	6,800	9,200
Legal expenses	10,000	10,000
Printing and other expenses	5,000	15,000
ASIC lodgement fee	3,206	3,206
TOTAL	106,006	159,389

8.11 Taxation Implications

The acquisition and disposal of Shares will have taxation consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in Company are urged to take independent financial advice about the taxation and any other consequences of acquiring and selling the Shares.

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 New Securities.

8.12 Litigation and Claims

So far as the Directors are aware, other than as disclosed by the Company to ASX, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or

governmental prosecutions of a material nature in which the Company (or any other member of the Group) is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of the Company or the Group.

8.13 Consents

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

Each of the following parties:

Name	Role
Thomson Geer	Lawyers to the Company
Automic Pty Ltd	Share Registry
Inyati Capital Pty Ltd	Joint Lead Manager
CPS Capital Group Pty Ltd	Joint Lead Manager and Underwriter

(a) has given its consent to be named in this Prospectus as set out above and has not withdrawn its consent at the date of lodgement of this Prospectus with ASIC;
(b) makes no express or implied representation or warranty in relation to the Company, this Prospectus or the Offers;
(c) has not made or purported to have made any statement in this Prospectus or statement on which a statement in this Prospectus is based, except as described in this Section; and
(d) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for this Prospectus other than a reference to its name and any statement or report included in this Prospectus with the consent of that party as described in this Section.

None of the parties referred to in this Section 8.13 has authorised or caused the issue of this Prospectus or the making of the Offers.

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

8.14 Documents available for inspection

The following documents are available for inspection during normal business hours at the registered office of the Company:

(a) this Prospectus; and
(b) the Constitution.

8.15 Privacy Act

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

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

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act, the Corporations Act and certain rules. You should note that if you do not provide the information required on the Application the Company may not be able to accept or process your Application.

8.16 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

8.17 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the New Securities.

8.18 Electronic Prospectus

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

The Company reserves the right not to accept an Application Form from an Applicant if it has reason to believe that when that Applicant was given access to the electronic Application Form, it was not provided together with an electronic copy of this Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application Monies shall be held by the Company on trust and returned (without interest) to the Applicant as soon as practicable.

9. Authorisation

This Prospectus is authorised by each of the Directors.

This Prospectus is signed for and on behalf of the Company, pursuant to a resolution of the Board, by:

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John Ciganek Chairman

27 April 2022

10. Glossary

In this Prospectus, unless the context otherwise requires:

A$ means Australian dollar.

AEST means Australian Eastern Standard Time.

AMC means African Mining Corporation Pty Ltd ACN 649 318 187.

Annual Report means the financial report lodged by the Company with ASIC in respect to the year ended 30 June 2021 and includes the corporate directory, review of activities, Shareholder information, financial report of the Company and its controlled entities for the year ended 30 June 2021, together with a Directors' report in relation to that financial year and the auditor's report for the period to 30 June 2021.

Applicant means a person who applies for New Securities pursuant to the Offers.

Application means a valid application for New Shares under the Entitlement Offer made pursuant to an Entitlement and Acceptance Form or Shortfall Shares under the Shortfall Offer made pursuant to a Shortfall Application Form (as applicable).

Application Form means an Entitlement and Acceptance Form, Shortfall Application Form, Lead Manager Options Offer Application Form or Underwriter Options Application Form.

Application Monies means Application Monies for New Shares received by the Company from an Applicant.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 and where the context permits, the market operated by it.

ASX Settlement Rules means ASX Settlement Operating Rules of the ASX.

Board means the board of Directors.

Business Day means Monday to Friday inclusive, excluding public holidays in Sydney and any other day that ASX declares is not a trading day.

Cameroonian Companies has the meaning given in the Letter.

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date means the closing date of the Entitlement Offer, as outlined in the Indicative Timetable.

Company or Ookami means Ookami Limited ACN 009 081 770.

Constitution means the constitution of the Company as at the date of this Prospectus.

Controller means any person described in section 419(1) of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

CPS Capital Group or Underwriter means CPS Capital Group Pty Ltd ACN 088 055 636.

Director means a director of the Company.

Earn-In Agreement has the meaning given in the Letter.

Eligible Shareholder has the meaning given in Section 2.18.

Entitlement means a Shareholder's entitlement to subscribe for New Shares under the Entitlement Offer.

Entitlement Offer has the meaning given in the Letter.

Entitlement and Acceptance Form means the entitlement and acceptance form attached to, or accompanying this Prospectus, that sets out the entitlement of an Eligible Shareholder to subscribe for New Securities pursuant to the Entitlement Offer.

Event of Insolvency means:

(a) a receiver, manager, receiver and manager, trustee, administrator, Controller or similar officer is appointed in respect of a person or any asset of a person;
(b) a liquidator or provisional liquidator is appointed in respect of a corporation;
(c) any application (not being an application withdrawn or dismissed within seven days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:
(i) appointing a person referred to in paragraphs (a) or (b);
(ii) winding up a corporation; or
(iii) proposing or implementing a scheme of arrangement;
(d) any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any Insolvency Provision;
(e) a moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person's creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within seven days;
(f) a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent within the meaning of the Corporations Act; or
(g) any writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or issued against or in relation to any asset of a person.

Execution Date has the meaning given in Section 8.1.

General Meeting means a general meeting of the Company to be held on or around 6 June 2022.

Group means the Company and each of its subsidiaries.

Indicative Timetable has the indicative timetable on page 5 of this Prospectus.

Ineligible Shareholder has the meaning given in Section 2.18.

Insolvency Provision means any law relating to insolvency, sequestration, liquidation or bankruptcy (including any law relating to the avoidance of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trustee in bankruptcy may set aside or avoid

transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of any of the assets of any person.

Issuer Sponsored means securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Inyati Capital means Inyati Capital Pty Ltd ACN 642 351 193.

Joint Lead Managers means Inyati Capital and CPS Capital Group.

Lead Manager Options has the meaning given in Section 2.3(b).

Lead Manager Options Offer has the meaning given in Section 2.3(b).

Lead Manager Options Offer Application Form means the application form attached to, or accompanying this Prospectus, to be used for the purposes of applying for the Lead Manager Options.

Lead Manager Options Offer Closing Date has the meaning given in Section 2.8.

Letter means the Letter from the Chairman on page 6 of this Prospectus.

Listing Rules means the official listing rules of ASX.

Material Adverse Effect means:

(a) a material adverse effect on the outcome of the Entitlement Offer or on the subsequent market for the Shares issued under the Entitlement Offer (including, without limitation, a material adverse effect on a decision of an investor to invest in Shares issued under the Entitlement Offer); or
(b) a material adverse effect on the condition, trading or financial position and performance, profits and losses, results, prospects, business or operations of the Group taken as a whole.

New Option means an Option offered pursuant to this Prospectus.

New Share means a Share offered pursuant to this Prospectus.

New Securities means a New Share and a New Option.

Offers means the Entitlement Offer, the Placement Options Offer, the Lead Manager Options Offer and the Underwriter Options Offer.

Offer Price has the meaning given in the Letter.

Official Quotation means quotation of the New Securities on the official list of ASX.

Opening Date means the opening date of the Entitlement Offer, as detailed in the Indicative Timetable.

Option means an option to acquire a Share.

Placement has the meaning given in the Letter.

Placement Options has the meaning given in Section 2.3(a).

Placement Options Offer has the meaning given in Section 2.3(a).

Placement Options Offer Closing Date has the meaning given in Section 2.8.

Placement Participants has the meaning given in Section 2.3(a).

Placement Shares has the meaning given in Section 2.2.

Prescribed Occurrence means:

(a) the Company converting all or any of its shares into a larger or smaller number of shares;
(b) the Company resolving to reduce its share capital in any way;
(c) the Company:
(i) entering into a buy back agreement; or
(ii) resolving to approve the terms of a buy back agreement under section 257D or 257E of the Corporations Act;
(d) the Company making an issue of, or granting an option to subscribe for, any of its shares or any other securities, or agreeing to make such an issue or grant such an option, other than the issue of securities in accordance with the Entitlement Offer, the Underwriting Agreement or the Share Sale Agreement, any securities issued or granted pursuant to any incentive plan or scheme for the issue of securities to employees or officers of the Company, any securities issued on conversion of convertible securities that are on issue at the Execution Date and any securities issued with the prior written consent of the Underwriter (such consent not to be unreasonably delayed or withheld);
(e) the Company issuing, or agreeing to issue, convertible notes;
(f) the Company disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;
(g) the Company charging, or agreeing to charge, the whole, or a substantial part, of its business or property;
(h) the Company resolving that it be wound up;
(i) the appointment of a liquidator or provisional liquidator of the Company;
(j) the making of an order by a court for the winding up of the Company;
(k) an administrator of the Company, being appointed under section 436A, 436B or 436C of the Corporations Act;
(l) the Company executing a deed of company arrangement; or
(m) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of the Company.

Prospectus means this prospectus dated 27 April 2022.

Record Date means the date referred to as such in the Indicative Timetable.

Section means a section of this Prospectus.

Security means any equity security of the Company.

Settlement Date means the issue date of New Shares under the Entitlement Offer to the Underwriter (or sub-underwriters), being five business days after the Shortfall Notice Deadline Date, or such other date as the Company and the Underwriter agree in writing.

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

Shareholder means a registered holder of Shares.

Share Registry means Link Market Services.

Share Sale Agreement has the meaning given in the Letter.

Shortfall means the New Shares not applied for under the Entitlement Offer before the Closing Date.

Shortfall Application Form means the application form attached to, or accompanying this Prospectus, to be used for the purposes of applying for Shortfall Securities.

Shortfall Notice Deadline Date means 7 June 2022, or any other date agreed in writing between the parties as the date by which the Company must give the Underwriter written notice of the number of Shortfall Shares and the certificate provided in the Underwriting Agreement.

Shortfall Offer has the meaning given to that term in Section 2.9.

Shortfall Securities means the New Shares and New Options constituting the Shortfall.

Shortfall Shares means the New Shares constituting the Shortfall.

Thomson Geer means Thomson Geer Lawyers.

Transaction has the meaning given in the Letter.

Underwriter Options has the meaning given in Section 2.3(c).

Underwriter Options Offer has the meaning given in Section 2.3(c).

Underwriter Options Offer Application Form means the application form attached to, or accompanying this Prospectus, to be used for the purposes of applying for the Lead Manager Options.

Underwriter Options Offer Closing Date has the meaning given in Section 2.8.

US$ means United States dollar.

Voting Power has the meaning given in section 610 of the Corporations Act.

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AI assistant

FIRST LITHIUM LIMITED — Share Issue/Capital Change 2022

64921_rns_2022-04-26_becb9922-31c6-4790-b078-4e7a7400f0ed.pdf

OOKAMI LIMITED ACN 009 081 770

PROSPECTUS

IMPORTANT NOTICE

Joint Lead Manager and Underwriter

IMPORTANT INFORMATION

General

Foreign Jurisdictions

Important information for New Zealand Investors

Notice to nominees and custodians

Transaction Specific Prospectus

Exposure period

Speculative investment

Website

Diagrams

Currency

Forward-looking statements

Rounding

Time

Glossary

CORPORATE DIRECTORY

Directors

Legal Adviser

Auditor*

Company Secretary

Registered Office

ASX Code OOK

Joint Lead Manager and Underwriter*

Share Registry*

INDICATIVE TIMETABLE

LETTER FROM THE CHAIRMAN

Dear Shareholder

Offer details

Further information

TABLE OF CONTENTS

1. Investment Overview

2. Details of the Offers and Placement

2.1

Entitlement Offer

2.2 Placement

2.3 Additional Offers

(a)

Placement Options Offer

(b)

Lead Manager Options Offer

(c)

Underwriter Options Offer

2.4 Removal of Secondary Trading Restrictions

2.5 Purpose of this Prospectus

2.6 No Rights Trading

2.7

Minimum Subscription

2.8

Opening and Closing Dates

2.9 Shortfall Offer and Allocation Policy

2.10 Fractional Entitlements

2.11 Underwriting

2.12 Risks of the Offers

2.13 Application Forms and BPAY® Payments

(a) Entitlement Offer

(b) Shortfall Offer

(c) Placement Options Offer

(d) Lead Manager Options Offer

(e) Underwriter Options Offer

2.14 Issue and Dispatch

2.15

Application Monies Held on Trust

2.16 ASX Quotation

2.17

Withdrawal and Cooling-Off Rights

2.18

Eligible Shareholders

(an Eligible Shareholder ).

2.19 Nominees

2.20

Foreign Jurisdictions

New Zealand

2.21 CHESS

FIRST LITHIUM LIMITED Share Issue/Capital Change 2022