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PROSPECTUS

Lightning Minerals Ltd ACN 656 005 122 Proposed ASX Code: L1M

By this Prospectus, Lightning Minerals Ltd ACN 656 005 122 (Company) invites investors to apply for between 22,500,000 and 35,000,000 Offer Shares at an issue price of $0.20 per

Offer Share to raise between $4,500,000 and $7,000,000, before costs.

The Offer made by this Prospectus is conditional upon ASX admitting the Company to the Official List of the ASX and granting Official Quotation of the Shares in the Company, subject to the satisfaction of such terms and conditions prescribed by the ASX Listing Rules, as well as other conditions detailed in this Prospectus.

The Offer is scheduled to close at 5.00pm (AEST) on 31 October 2022 unless extended or withdrawn. Applications must be received before that time to be valid.

IMPORTANT NOTICE

Applicants should read this Prospectus in its entirety before deciding to apply for Offer Shares. If, after reading this Prospectus, you have any questions about the Offer, you should contact your professional advisors.

There are risks associated with an investment in the Company and the Offer Shares offered under this Prospectus are to be regarded as a speculative investment. Please refer to Section 5 of this Prospectus (Risk Factors) for the risk factors associated with the Offer.

Lead Manager:

PAC Partners Securities Pty Ltd ACN 165 738 438, a Corporate Authorised Representative of PAC Asset Management Pty Ltd ACN 134 783 583 (AFSL No. 335 374), shall provide the services of the Lead Manager in connection with the Offer.

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LIGHTNING MINERALS PROSPECTUS

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Item Page
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Item	Page

Important Notice	3
Letter from the Board	6
Section 1 – Investment Overview	8
Section 2 – Company and Projects Overview	24
Section 3 – Details of the Offer	50
Section 4 – Board and Corporate Governance	61
Section 5 – Risk Factors	78
Section 6 – Financial Information	89
Section 7 – Investigating Accountant’s Report	107
Section 8 – Independent Technical Assessment Report	113
Section 9 – Independent Solicitor’s Report on Tenements	211
Section 10 – Material Contracts	254
Section 11 – Additional Information	259
Section 12 – Director’s Authorisation	264
Section 13 – Glossary of Terms	266
Section 14 – Application Form	271
Appendix 1 - JORC Code, 2012 Edition - Table 1	272

LIGHTNING MINERALS PROSPECTUS 2

IMPORTANT NOTICE

General

This Prospectus is dated 5 October 2022. A copy of this Prospectus was lodged with ASIC on 5 October 2022. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus.

The Company will apply to ASX within seven (7) days following the date of issue of this Prospectus for Admission to the Official List of ASX and for Official Quotation by ASX of the Shares.

It is important that you read this Prospectus carefully and in full before deciding to subscribe for Offer Shares. If, after reading this Prospectus, you have any questions about the Offer, you should contact your stockbroker, solicitor, accountant or professional adviser.

There are risks associated with an investment in the Company and the Shares offered under this Prospectus are to be regarded as a speculative investment. Please refer to Section 5 of this Prospectus for details relating to investment risks.

Conditional Offer

The Offer is subject to and conditional upon the ASX granting the Company Admission to the Official List of the ASX and Official Quotation of the Shares.

Expiry Date

No securities will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

Investment Advice

This Prospectus does not take into account your financial circumstances, financial objectives or particular needs (including your financial or taxation issues). Therefore, this Prospectus does not constitute investment advice. You should obtain professional investment advice before subscribing for Offer Shares under this Prospectus.

Additional Copies of Prospectus

Additional copies of this Prospectus are available at the registered office of the Company.

The Corporations Act prohibits any person from passing onto another person an Application Form unless it is attached to or accompanied by the complete and unaltered version of this Prospectus.

Any person may obtain a hard copy of this Prospectus during the Offer Period free of charge by contacting the Company Secretary of the Company, Justyn Stedwell, via email at [email protected].

A copy of this Prospectus can be downloaded from the website of the Company at www.lightningminerals.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

Please note that no document or information included on our website is incorporated by reference into this Prospectus.

Restrictions on Offer

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia and the Offer is not an offer or

invitation in any jurisdiction where, or to any person whom, such an offer or invitation would be unlawful.

Application Forms

Various statements in this Prospectus constitute statements relating to intentions, future acts and events. Such statements are generally classified as application form included at the back of this Prospectus for further details regarding online applications. The Corporations Act prohibits any person from passing the Application Form to any other person unless it is attached to, or accompanied by, a complete and unaltered version of the Prospectus.

The Application Form contained in this Prospectus contains a declaration that the Applicant has personally received the complete and unaltered Prospectus prior to completing the Application Form.

Exposure Period

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of seven (7) days from the date of this Prospectus. This period may be extended by a further seven (7) days by ASIC. The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of funds. If this Prospectus is found to be deficient, Applications received during the Exposure Period will be dealt with in accordance with Section 724 of the Corporations Act.

Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period and will receive no preference.

Privacy

If you apply for Offer Shares you will provide personal information to the Company and the Share Registry. This enables your Application to be assessed, you to be registered as the holder of Shares, you to be entered in the Company’s register of members and to enable the Company to contact

LIGHTNING MINERALS PROSPECTUS 3

you. The Company may from time to time be required to disclose your personal information to the Australian Taxation Office, other government agencies or as required by law. The Company and the Share Registry may disclose your personal information to its agents and service providers as authorised by the Privacy Act (1988) (Cth) or for purposes required by the ASX Listing Rules or the Corporations Act. You may access your personal information by contacting the Share Registry and may request corrections to such personal information.

Forward Looking Statements

Various statements in this Prospectus constitute statements relating to intentions, future acts and events. Such statements are generally classified as forward looking statements and involve known and unknown risks, uncertainties and other important factors that could cause those future acts, events and circumstances to differ from the way implicitly portrayed within this Prospectus. These risks, uncertainties and other factors include, but are not limited to, the matters described in Section 5 of this Prospectus (Risk Factors). The Company gives no assurance that the anticipated results, performance or achievements expressed or implied in those forward looking statements will be achieved. Except to the extent required by law, the Company has no intention to update or review forward looking statements or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus.

Forecast Financial Information

On Admission, the Company will be a mining exploration company. As such, any forecasts of future revenue will be uncertain, reflecting the speculative nature of mineral exploration, production and development. Given these uncertainties, the Directors consider that reliable forecasts cannot be prepared and therefore no forecasts have been included in this Prospectus.

Statements of Past Performance

This Prospectus includes information regarding the past performance of the Company, including but not limited to the financial information included in Section 6 of the Prospectus. Investors should be aware that past performance should not be relied upon as being indicative of future performance.

Definitions

Please refer to the Glossary in Section 13 of this Prospectus for terms and abbreviations used in parts of this Prospectus.

Risks

Prospective investors should carefully consider whether the Shares are an appropriate investment for them. The Shares should be regarded as a speculative investment, and there are significant risks associated with an investment in the Company. The Shares carry no guarantee whatsoever with respect to the future value of the Shares, payment of dividends or return on capital invested. Potential investors should refer to Section 5 (Risk Factors) for details regarding risks.

Competent Person’s Statement

The information in this Prospectus that relates to exploration results for the Projects, is based on and fairly represents information and supporting documentation prepared by Dr Karen Lloyd.

Karen is a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM). She has over 26 years’ of Australian and international experience including that relevant to the style of mineralisation and commodities under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

Dr Lloyd consents to the inclusion in this Prospectus of the matters based on information compiled by her in the form and context in which it appears.

Miscellaneous

The financial amounts in this Prospectus are expressed in Australian dollars unless stated otherwise. Items displayed in photographs in this Prospectus are not necessarily assets owned by the Company. The inclusion of photographs supplied by persons or entities other than the Company does not constitute an endorsement or recommendation by those persons or entities of Offer Shares offered under this Prospectus. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

Each reference to time relates to the time in Western Australia, Australia unless otherwise stated.

Lead Manager

The Lead Manager has not authorised, permitted or caused the issue or lodgement, submission, despatch or provision of this Prospectus and there is no statement in this Prospectus that is based on any statement made by it or by any of its affiliates, officers or employees. To the maximum extent permitted by law, the Lead Manager and its affiliates, officers, employees and advisors expressly disclaim all liabilities in respect of, and make no representations regarding, and take no responsibility for, any part of this Prospectus other than references to its name and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Prospectus.

LIGHTNING MINERALS PROSPECTUS 4

CORPORATE DIRECTORY

Directors of the Company

Mr Peter McNeil (Non-Executive Chairman) Dr Karen Lloyd (Non-Executive Director) Mr Craig Sharpe (Non-Executive Director) Mr Francesco Cannavo (Non-Executive Director)

Solicitors to the Company

Moray & Agnew Lawyers Level 6, 505 Little Collins Street, Melbourne VIC 3000

Chief Executive Officer

Mr Alexander Biggs

Solicitor Reporting on Tenements Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Company Secretary

Mr Justyn Stedwell

Auditor

HLB Mann Judd (Vic) Partnership Level 9, 575 Bourke Street Melbourne VIC 3000

Registered Office

Level 6, 505 Little Collins Street, Melbourne VIC 3000

Investigating Accountant

HLB Mann Judd Corporate Finance Pty Ltd Level 9, 575 Bourke Street Melbourne VIC 3000

ASX Code

L1M

Independent Geologist

Cube Consulting Pty Ltd 4/1111 Hay Street West Perth WA 6005

Lead Manager

PAC Partners Securities Pty Ltd Level 29, 360 Collins Street Melbourne VIC 3000

Share Registry*

Automic Group Level 5, 126 Phillip Street, Sydney NSW 2000

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

LIGHTNING MINERALS PROSPECTUS 5

LETTER FROM THE BOARD

Dear Investor,

Welcome to the Prospectus of Lightning Minerals Ltd ACN 656 005 122 (Company). On behalf of the Directors, it is my pleasure to offer you the opportunity to become a shareholder in the Company.

The Company is seeking to raise between $4,500,000 and $7,000,000, before costs through the issue of between 22,500,000 and 35,000,000 Shares at an issue price of $0.20 per Share (Offer).

Lightning Minerals was formed in 2021 to carry out the acquisition and exploration of mineral assets in Western Australia; with a focus on lithium, nickel, gold, and base metals exploration. To date, the Company has acquired or otherwise applied for what the Board believes to be a highly prospective suite of tenements, comprising four (4) project areas which provide the Company a strong foothold on two major mineral fields in Western Australia.

The Company’s mineral assets comprise ten (10) granted exploration licences and three (3) exploration licence applications within four (4) project areas. Investors should note that these mineral assets are prospective in nature, and they do not currently have any mineral resources or reserves as defined under the JORC Code.

The Company’s priority exploration focus includes:

The Dundas Project

The Dundas Project (Dundas) comprises eight (8) granted Exploration Licences, in the Eastern Goldfields province of Western Australia. Dundas covers an area of around 450 km and is located between 35 km2 northeast and 105 km northeast of Norseman. The tenements were vended from FMG Resources Pty Ltd, a subsidiary of Fortescue Metals Group Limited (ASX: FMG). The area has an extensive exploration and mining history dating back to the original discovery of gold in the Dundas region in 1893 and subsequent establishment of the town of Norseman as a mining centre.

The project is geologically proximal to Liontown Resources’ Buldania/Anna Project, with an Indicated and Inferred spodumene-hosted Mineral Resource comprising 14.9Mt grading 1.0% Li O (see Liontown ASX2 press release dated 8th November 2019) and Alliance Mineral Assets’ Bald Hill Lithium-Tantalum Project comprising 26.5Mt grading 1.0% Li O and 149ppm Ta2O5 and additional tantalum resources of 4.4Mt2 grading 336ppm Ta2O5 (see Tawana Resources NL ASX press release dated 6th June 2018).

The Company has allocated approximately 60% of its technical budget to exploration at Dundas. This will include an initial mapping and reconnaissance campaign to allow the local geological framework model to be finessed followed by a diamond drilling targeting known anomalism in this geologically stimulating project area.

The Mailman Hill Project

The Mailman Hill Project comprises one (1) granted Exploration Licence covering an area of 102 km2 located approximately 25km to the east of Leonora. It includes a significant section of the Keith Kilkenny Fault Zone and a structurally complex mafic-felsic-sedimentary package considered highly prospective for gold and base metals. It captures the potential continuity of the Crawfords Gold Project (Kingwest Resources Limited), located near the northern boundary of the project and historical drilling has returned broad, anomalous gold drilling intercepts within the project area.

The Mount Jewell Project

The Mount Jewell Project comprises one (1) granted Exploration Licence covering an area of 8.9 km2 located approximately 55 km north of Kalgoorlie. The Company has interpreted Mount Jewell to offer potential prospectivity for nickel-sulphide mineralisation based on its assessment of an extensive database of historical exploration information including multiple shallow drilling campaigns.

LIGHTNING MINERALS PROSPECTUS 6

The Mt Bartle Project

The Mt Bartle Project comprises three (3) Exploration Licence applications covering an area of approximately 400 km located 27 km west-northwest of the historical Wiluna mining centre. Mt Bartle is 2 an early exploration stage project. The Company has assessed it to be potentially prospective for base metal mineralisation. The project surrounds the Mining Leases which overlie the Magellan Lead Mine owned by Rosslyn Hill Mining Pty Ltd.

Upon successful completion of the Offer, the Company intends to expand upon its exploration activities at its suite of projects shortly thereafter and will focus on defining exploration targets, potentially resource as defined under the JORC Code, and evaluating the development potential of the relevant projects. However, there can be no assurance that the Company’s exploration of its suite of projects will result in the discovery of a significant exploration target or resource as defined under the JORC Code.

The Company’s suite of projects is analysed in greater detail within Section 2 (Company and Project Overview) and Section 8 (Independent Technical Assessment Report) of this Prospectus. I encourage you to closely read the information and analysis of the Company’s various projects throughout these sections of the Prospectus, which also contain information on further priority targets at the Company’s project areas.

This Prospectus contains detailed information about the Company, the Tenement Assets it owns, the Tenement Applications in which it has an interest and the risks of participating in a speculative investment of this nature including but not limited to the risks related to fact that the Tenements do not currently have any exploration targets or resources as defined under the JORC Code. The Board recommends that investors read this Prospectus carefully and in its entirety before making an investment decision. In particular, please refer to Section 5 (Risk Factors), for information concerning the risks of an investment in the Company.

Loyalty Options Offer

In addition, subject to completion of the Offer and listing on the ASX, the Company presently intends on undertaking a pro-rata offer of loyalty options to existing shareholders registered on a record date proposed to be on or about 3 months from the date of listing. It is expected that these options will be issued on a 1 for 2 basis, with an exercise price of $0.25 and expiring approximately five years from the date of issue. Subject to compliance with the Listing Rules, the Company also intends to apply for quotation of these Options.

The Offer is conditional on the Offer Amount being raised and the ASX granting the Company Admission to the Official List of the ASX and Official Quotation of the Shares.

On behalf the Board, I look forward to welcoming you as a shareholder of the Company.

Yours faithfully,

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Peter McNeil NON-EXECUTIVE CHAIRMAN ON BEHALF OF THE BOARD OF DIRECTORS

LIGHTNING MINERALS PROSPECTUS 7

1 INVESTMENT OVERVIEW

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1 INVESTMENT OVERVIEW

The following is a summary only and is not intended to be comprehensive. Prospective investors should read the full text of this Prospectus and if you are uncertain about any matter you should consult your professional advisors before making an investment decision.

1.1 Purpose of the Prospectus

The purpose of this Prospectus is to:

(a) facilitate the Company’s admission to the Official List of the ASX; and

(b) to raise between $4,500,000 and $7,000,000, before costs pursuant to the Offer, in order to assist the Company in meeting its commercial and mining exploration objectives, which include:

cash payments payable to Vendors for acquisition of the Tenements;

funding exploration activities on the Tenements;

providing funds for general working capital purposes; and

paying the costs and expenses associated with the Offer.

1.2 Summary of the Offer

This Prospectus provides investors with the opportunity to participate in the initial public offering of the Offer Shares in the Company.

1.2.1 The Offer

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Minimum Maximum
Key Offer statistics
Subscription Subscription
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Key Offer statistics	Minimum Subscription	Maximum Subscription

Offer Price	$0.20	$0.20
Shares offered under Prospectus	22,500,000	35,000,000
Shares on issue as at the date of this Prospectus	10,332,000	10,332,000
Total Shares on issue at completion of the Offer	35,482,000	48,432,000
Total cash proceeds to the Company from the Offer	$4,500,000	$7,000,000
Market capitalisation at completion of the Offer 1	$7,096,400	$9,686,400

Notes:

Calculated as the total number of Shares on issue on completion of the Offer multiplied by the Offer Price.

LIGHTNING MINERALS PROSPECTUS 9

1.2.2 Key Dates*

Prospectus lodged with ASIC	5 October 2022
Exposure Period ends	12 October 2022
Offer Opening Date and Prospectus released to market	13 October 2022
Offer Closing Date	31 October 2022
Expected Allotment Date of Offer Shares	14 November 2022
Expected dispatch of Holding Statements	17 November 2022
Official Quotation of Offer Shares	22 November 2022

*Please note that the dates set out in the above timetable may be varied in accordance with the Corporations Act, and, where required, in consultation with ASX. These dates are indicative only and are subject to change. The Company reserves the right to vary the dates without prior notice.

1.3 Overview of the Company and the Offer

The following is a summary only and is not intended to be comprehensive. Prospective investors should read the full text of this Prospectus and if you are uncertain about any matter you should consult your investment adviser before making an investment decision.

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Lightning Minerals Ltd ACN 656 005 122 (Company)	Section 2
The Company is an unlisted Australian public company incorporated in 2021. In April and July 2022, the Company entered into binding agreements with various Vendors to acquire 100% interests in mining exploration tenements in Western Australia, including exploration projects that may be prospective for lithium, gold, nickel and/or base metals. The Company has acquired the tenements contained in: a) Ten (10) granted exploration licences; and b) Three (3) exploration licence applications. (collectively, theTenements).	Section 2

Lightning Minerals Ltd ACN 656 005 122 (Company)

Section 2

The Company is an unlisted Australian public company
incorporated in 2021.
In April and July 2022, the Company entered into
binding agreements with various Vendors to acquire
100% interests in mining exploration tenements in
Western Australia, including exploration projects that
may be prospective for lithium, gold, nickel and/or base
metals.
The Company has acquired the tenements contained
in:
a) Ten (10) granted exploration licences; and
b) Three (3) exploration licence applications.
(collectively, theTenements).

Section 2

LIGHTNING MINERALS PROSPECTUS 10

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Item Summary Further Information
What does the Tenements are located in Western Australia and may be Section 2
Company do? prospective for lithium, nickel, gold and/or base metals.
The Tenements can be classified as constituting 4 Projects
being comprised of the following:
Dundas Project;
Mailman Hill Project;
Mount Jewell Project; and
Mt Bartle Project.
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Item	Summary	Further Information
What does the Company do?	Dundas Project; Mailman Hill Project; Mount Jewell Project; and Mt Bartle Project. Tenements are located in Western Australia and may be prospective for lithium, nickel, gold and/or base metals. The Tenements can be classified as constituting 4 Projects being comprised of the following:	Section 2

Business ownership structure	The Company has no subsidiaries and is not part of a larger corporate group.	Section 2
Share capital structure of the Company	As at the date of this Prospectus the Company has 10,332,000 Shares on issue held as follows: a) 4,250,000 Shares are held by the Company’s founders, constituting 41.14% of the Company’s total Shares currently on issue; b) 1,400,000 Shares are aggregately held by the Vendors, constituting 13.55% of the Company’s total Shares currently on issue; and c) 4,500,000 Shares are held by seed capitalists, constituting 43.55% of the Company’s total Shares currently on issue. d) 182,000 Shares are held by the Lead Manager (and/or its nominees), constituting 1.76% of the Company’s total Shares currently on issue. The Company is offering between 22,500,000 and 35,000,000 Offer Shares under this Prospectus which equates to between 63.41% and 72.27% of the issued share capital of the Company following completion of the Offer at the Minimum Subscription and Maximum Subscription, respectively (assuming none of the Options are exercised and none of the Performance Rights are converted into Shares). For information on the Company’s capital structure following completion of the Offer, please refer to Section 1.6 of this Prospectus. For a summary of the key rights attaching to Shares and the key terms of the Director’s Service Agreements, please refer to Sections 3.9 and 10 of this Prospectus, respectively.	Section 3
Options on issue in the Company	As at the date of this Prospectus the Company has also issued 5,200,000 Options to acquire Shares, each exercisable at $0.25 and with a 5-year expiry date (Options). The Options are held by the Directors and CEO of the Company.	Sections 3, 10

LIGHTNING MINERALS PROSPECTUS 11

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Options on issue in the Company	Following completion of the Offer, the Company will also issue to the Lead Manager (or its nominees) between 3,800,000 Options (based on Minimum Subscription) to 5,000,000 Options (based on Maximum Subscription), pursuant to the Lead Manager Mandate. Such Options shall be exercisable at $0.25 and have a 4-year expiry date. For information on the Company’s capital structure following completion of the Offer, please refer to Section 1.6 of this Prospectus. For a summary of the key terms of issue of the Options and the key terms of the Lead Manager Mandate, please refer to Sections 3.10 and 10 of this Prospectus, respectively.	Sections 3, 10
Performance Rights	The Company’s CEO and Directors have been granted a total of 4,800,000 Performance Rights, convertible into Shares upon Milestones being achieved. For information on the terms and conditions of the Performance Rights, please refer to Section 4.3.2. For disclosures in relation to the basis for grant of the Performance Rights please refer to Section 4.4.2.	Section 4
Terms of the acquisitions	Pursuant to a tenement purchase agreement entered 7 July 2022 as variedby deed of variation(FMG Agreement), the Company has agreed to acquire the Dundas Project from FMG Resources Pty Ltd ACN 095 546 428 (FMG) in consideration for: a) a cash payment of $50,000 paid on 11 July 2022; b) a deferred cash payment of $150,000 to be paid on completion; c) the issue of 1,500,000 Shares; and d) the payment of a 1% Net Smelter Royalty upon any Products derived from the Dundas Project. Pursuant to a tenement purchase agreement which completed on 20 May 2022 (Legendre Agreement), the Company acquired the Mailman Hill Project and the Mt Bartle Project from Bruce Legendre (Legendre) in consideration for: a) an initial cash payment of $20,000 (exclusive of GST) paid on 12 May 2022; b) a deferred cash payment of $70,000 (exclusive of GST) to be paid the earlier of 20 May 2023 and the date the Company lists on ASX; c) the issue of 1,000,000 Shares; and d) the payment of a 1% Net Smelter Royalty upon any Products derived from the Mailman Hill Project and Mt Bartle Project.	Sections 2, 10

LIGHTNING MINERALS PROSPECTUS 12

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Terms of the acquisitions	Pursuant to a tenement purchase agreement which completed on 11 April 2022 (Mount Jewell Agreement), the Company acquired Mount Jewell Project from Simon James Buswell-Smith (Buswell-Smith) in consideration for: a) a cash payment of $20,000 (exclusive of GST) paid on 20 May 2022; b) the issue of 400,000 Shares; and c) the payment of a 1.5% Net Smelter Royalty upon any d) Products derived from the Mount Jewell Project. For more information on the FMG Agreement, the Legendre Agreement and the Mount Jewell Agreement, please refer to Section 10 of this Prospectus.	Sections 2, 10

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2. Business Model
What will be the Company’s principal activities after Admission?	Following successful completion of the Offer, the Company will focus on exploration and development of the Tenement Assets. This will include the following principal exploration activities: a) compilation, analysis and evaluation of a variety of previous historic exploration data to develop targets for additional exploration; b) fieldwork, satellite based remote sensing, geological mapping, soil and auger geochemistry, ground and airborne geophysical surveys over target areas; c) analysis and interpretation of exploration data to develop and define targets for drill testing; d) aircore, reverse circulation drilling and diamond drilling programs over the Tenement Assets to test existing prospects and test newly generated prospects; and e) infill drilling to allow resource estimation and examining potential development options (if applicable). Please refer to Section 2.6 of the Prospectus for further information in relation to the proposed exploration and evaluation program at the Tenement Assets. Notwithstanding that the Company intends to pursue the exploration activities as outlined above, there is no guarantee that such exploration will result in the Company discovering mineral resources that are economically recoverable.	Section 2

LIGHTNING MINERALS PROSPECTUS 13

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Item Summary Further Information
What will be the Investors should note that there are no JORC Code Section 2
Company’s compliant Mineral Resources currently defined on the
principal activities Tenement Assets.
after Admission?
How will the The Company does not currently generate income and is a Section 2
Company generate mining exploration company.
income?
As such, the Company will not generate income until it
can establish that lithium, nickel, gold, and/or base metals
exist at the Tenement Assets and that such nickel, gold,
lithium and/or base metals (if any) are commercially
recoverable and can be mined and sold.
The Company may also generate income by a sale of its
assets and/or obtaining royalties from the Tenement
Assets.
What are the key No assurance can be given that the Company will achieve Section 2
dependencies of commercial viability through the successful exploration
the Company’s activities and/or future mining of its Tenements.
business model?
Given the Company will be an exploration company
following Admission, it is unlikely to make money or
generate income in the short term from its exploration
activities. Until the Company is able to realise value from
the Tenements or future mining activities conducted on
the Tenements, the Company is likely to incur ongoing
operating losses.
Key dependencies of the business model outlined above
include:
successful exploration and development of the
Tenements;
grant of exploration licences pursuant to the Tenement
Applications;
the Company’s ability to attract and retain employees
and key management personnel with appropriate
technical qualifications; and
all necessary licences and regulatory approvals being
secured and maintained.
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LIGHTNING MINERALS PROSPECTUS 14

3. Directors and Key Management Personnel	3. Directors and Key Management Personnel	3. Directors and Key Management Personnel
Who are the directors of the Company?	The directors of the Company are: a) Mr Peter McNeil (Non-Executive Chairman); b) Dr Karen Lloyd (Non-Executive Director); c) Mr Craig Sharpe (Non-Executive Director); and d) Mr Francesco Cannavo (Non-Executive Director). Please refer to Section 4.1 of this Prospectus for profiles of each director. Details of the securities holdings of each director are set out in Section 4.3 of this Prospectus.	Section 4
Who is the CEO of the Company?	Mr Alexander Biggs is the Chief Executive Officer (CEO). Please refer to Section 4.1 of this Prospectus for Mr Biggs Profile.	Section 4
Who is the Company Secretary?	Mr Justyn Stedwell is the Company Secretary. Please refer to Section 4.2 of this Prospectus for Mr Stedwell’s profile.	Section 4

1.4 Key Risk Factors

Investing in shares involves substantial risks. The key risks as listed in the table below are not exhaustive and an investment in the Company should be considered speculative. Before making an investment decision, potential investors should read the entire Prospectus. In particular, investors should give full consideration to the detailed discussion on the risks that are associated with, and which could affect the financial performance of, an investment in the Company, as set out in Section 5 of this Prospectus (Risk Factors).

In addition, please refer to the Independent Technical Assessment Report in Section 8 of this Prospectus for more information concerning the geological information concerning the Tenement Assets, and to the Independent Solicitor’s Report on Tenements contained in Section 9 of this Prospectus for more information and explanations concerning the legal matters associated with the Tenement Assets.

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Mineral Resources	Investment in an exploration company is inherently speculative and risky. There is no guarantee the Company will discover mineral resources that are economically recoverable.	Section 5
Mineral Prices	The price of minerals may fluctuate, which may impact the commercial viability of a mining project in the event that mineral resources and reserves are identified on the Tenement Assets.	Section 5
Key Personnel	The Company is heavily reliant on key personnel. Loss of key personnel could cause significant disruption to the Company’s activities and development.	Section 5

LIGHTNING MINERALS PROSPECTUS 15

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Infrastructure Risk	Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Unusual or infrequent weather phenomena, government or other interference in the maintenance or provision of such infrastructure could adversely affect the operations of the Company.	Section 5
Additional Capital Requirements	Exploration costs and pursuit of the Company’s business plan may require additional capital, and, if such additional capital is not obtained, the Company’s scope of operations may be reduced or activities scaled back.	Section 5
No JORC Code Compliant Resource	The Tenement Assets are at the exploration and resource definition stage, and insufficient exploration has been undertaken to define a JORC Code compliant Mineral Resource. There is no guarantee that exploration of the Tenement Assets will result in the discovery of a resource that is able to be economically exploited.	Section 5
Grant of Tenement Licences	There can be no assurance that the Tenement Applications will result in the grant of all exploration licences applied for and not yet granted as at the date of this Prospectus. If the Western Australia Department of Mines, Industry Regulation and Safety does not grant all or some of the Tenement Applications, the Company’s proposed operations and exploration activities may be scaled back. The Company has an interest in three (3) exploration licence applications EL 53/2151, EL 53/2147 and EL 53/2159 which are comprised in the Mt Bartle Project. There is a risk that such applications could be deemed invalid for non-compliance with the Mining Act 1981(WA) in the event that the applicant for such licences has submitted a non-compliant s. 58 statement. An application for an exploration licence must be accompanied by a statement under s. 58(1) of the Mining Act setting out the proposed method of exploration, details of the programme of work proposed to be carried out and estimate of money proposed to be spent and exploration and technical and financial resources available to the applicant. A recent warden’s decision in_True Fella Pty Ltd v_ _Pantoro South Pty Ltd [2022]_WAMW 19 has adopted a ‘strict compliance’ position on these technical requirements and if such approach is followed in assessment of the exploration licence applications for the Mt Bartle Project then there is a risk such applications would not be granted.	Sections 5, 9
Tenure	The maintenance of the Company’s rights to the Tenement Assets must be in accordance with the laws of Australia. No guarantee can be given that the licences for the Tenement Assets will be maintained, or that the Company will be able to meet any conditions attaching to such licences on an ongoing basis. If insufficient funds are available to satisfy expenditure commitments, the Company is unable to meet any further obligations imposed on the Tenement Assets or the Company fails to renew such licences prior to their expiry, the Company may forfeit its title to or interest in some or all of the Tenement Assets.	Section 5, 9

LIGHTNING MINERALS PROSPECTUS 16

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Licence Renewals	Exploration licences are subject to renewal upon expiry. There is no guarantee that applications for renewals of exploration licences will be approved.	Section 5, 9
Occupier’s Consent	If any mineral rights granted to the Company exist over an area of land already lawfully occupied, the Company shall be required to obtain the occupier’s consent prior to exercise of any rights conferred under the Company’s mineral rights. Whilst failure to obtain prior written consent from the lawful occupier would not invalidate or nullify the Company’s mineral rights, the occupier could make a claim against the Company as licence holder.	Sections 5, 9

1.5 Key Financial Information

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Are there any forecasts of future earnings?	There are no forecasts of future earnings of the Company provided in this Prospectus. As the Company is a mining exploration company, its activities are inherently uncertain. Therefore, the Directors believe that they do not have a reasonable basis to forecast future earnings.	Section 6
Will the Company have sufficient funds for its activities?	In the Board’s opinion, upon the successful completion of the Offer, the Company will have sufficient funds to pursue its activities for a further two (2) years. For more information, please refer to the Financial Information in Section 6 of this Prospectus.	Section 2.9
What is the financial outlook for the Company?	As the Company is an exploration company its financial outlook is uncertain. The Company is unlikely to generate income in the short term from its mining exploration activities. Until the Company is able to realise value from the Tenement Assets or future mining activities conducted on the Tenement Assets, the Company is likely to incur ongoing operating losses.	Sections 2 and 6
Will the Company pay dividends	The Board anticipates that significant expenditure will be incurred in the evaluation and development of the Tenement Assets. These activities are expected to dominate at least, the first two (2) years following Admission. Accordingly, the Company does not expect to declare any dividends during that period.	Sections 2.11 and 6

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1.6 Capital Structure following the Offer

The effect of the Offer on the Company’s share capital structure is set out below.

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Minimum Subscription Maximum Subscription
($4.5M) ($7M)
Percentage Percentage
Shareholder No. of Shares No. of Shares
(%) (%)
Shares on issue prior to the Offer
Founders 4,250,000 11.98 4,250,000 8.78
Seed Investors 4,500,000 12.68 4,500,000 9.29
Project Vendors 1 1,400,000 3.95 1,400,000 2.89
Lead Manager (Fee Conversion) 2 182,000 0.51 182,000 0.37
Subtotal 10,332,000 29.12 10,332,000 21.33
Shares to be issued following completion of the Offer
Offer Shares 3 22,500,000 63.41 35,000,000 72.27
Project Vendors 1 1,500,000 4.23 1,500,000 3.10
Lead Manager (Fee Conversion) 2 1,150,000 3.24 1,600,000 3.30
Subtotal 25,150,000 70.88 38,100,000 78.67
Total Shares on Admission 35,482,000 100 48,432,000 100
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Notes / Assumptions:

Project Vendors includes: Buswell-Smith, the vendor of the Mount Jewell Project), Mr Bruce Robert Legendre, the vendor of the Mailman Hill Project and the Mt Bartle Project, and FMG Resources Pty Ltd, the vendor of the Dundas Project.
Lead Manager (Fee Conversion) includes: PAC Partners Securities Pty Ltd and all associates of the Lead Manager issued the total sum of 182,000 ordinary shares in the Company (based on the Lead Manager's 6% pre-IPO capital raising fee conversion in lieu of cash) and the total sum of 1,150,000 or 1,600,000 ordinary shares in the capital of the Company to be issued to the Lead Manager or its nominee/s under the Minimum Subscription or Maximum Subscription, respectively (based on the Lead Manager's 6% IPO capital raising fee conversion in lieu of cash (with the Lead Manager’s 4% selling fee being based on $3,500,000 at the Minimum Subscription and $5,000,000 at the Maximum Subscription)). Note that the Lead Manager’s 2% management fee is based on $6,000,000 at the Maximum Subscription.
Offer Shares includes: Shareholders offered and taken up subscription for 22,500,000 or 35,000,000 ordinary shares in the capital of the Company under the Minimum Subscription or Maximum Subscription, respectively.
Performance Rights: The Company has also granted a total of 4,800,000 Performance Rights to the CEO and Directors. Each Performance Right may convert into one Share upon certain milestones being achieved. Please refer to Sections 4.3.2 and 4.4.2 for further information in relation to the Performance Rights and their terms and conditions.

LIGHTNING MINERALS PROSPECTUS 18

Options

The effect of the Offer on the Options on issue in the Company is as follows:

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Minimum Subscription Maximum Subscription
($4.5M) ($7M)
Optionholder No. of Percentage No. of Percentage
Options (%) Options (%)
Options on issue following completion of the Offer
Non-Executive Apertus Capital Pty Ltd 1 1,400,000 15.56 1,400,000 13.73
Directors
Dr Karen Lloyd 1,400,000 15.56 1,400,000 13.73
Mano Asset Management
Pty Ltd Trust> 2
Paige Simone McNeil 3 500,000 5.56 500,000 4.90
CEO – Mr Alexander Biggs 500,000 5.56 500,000 4.90
Lead Manager (and/or its nominees)4 3,800,000 42.22 5,000,000 49.01
5
Total Options on Admission 9,000,000 100 10,200,000 100
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Notes / Assumptions:

Apertus Capital Pty Ltd is an associated entity of Mr Francesco Cannavo.
Mano Asset Management Pty Ltd is an associated entity of Mr Craig Sharpe.
Mrs Paige McNeil is an associate of Mr Peter McNeil.
The Lead Manager (and/or its nominees) is entitled to be issued 3,800,000 unlisted options based on the Minimum Subscription or 5,000,000 options based on the Maximum Subscription (vesting immediately, with an exercise price of $0.25 and a 4-year expiry from the issue date) upon the Company’s admission to the Official List of ASX.
The Company intends to undertake an offer of Loyalty Options within three (3) months of Admission, which is included in the Total Options on Admission. See Section 3.21 for further details.

1.7 Answers to key questions

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What is being offered?	This Prospectus invites investors to apply for between 22,500,000 and 35,000,000 Shares at an issue price of $0.20 per Share to raise between $4,500,000 and $7,000,000, before costs. The Offer will be open to investors with registered addresses in Australia and other investors to whom it is lawful to make an offer to pursuant to this Prospectus.	Section 2
What is the Offer Price?	The Offer Price is $0.20 per Offer Share	Section 2
Is the Offer underwritten?	No, the Offer is not underwritten.

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What are the key dates of the Offer?	The Offer closes on31 October 2022. The Offer Shares are expected to be allotted on14 November 2022. Holding statements for the Offer Shares are expected to be dispatched on17 November 2022. The Shares are expected to commence trading on ASX on22 November 2022.	Section 1.2
What will the market capitalisation of the Company be upon Admission?	Based on the Offer Price of $0.20 per Share, the anticipated market capitalisation of the Company on admission is as follows: Minimum Subscription Maximum Subscription Total Shares 35,482,000 48,432,000 Market Capitalisation $7,096,400 $9,686,400	Section 1.2
Will the Shares issued under the Offer be listed?	The Company will apply to the ASX for Official Quotation of all Shares issued under the Offer as required under the Corporations Act, under the ASX Code, “L1M”.	Section 2
Is there a minimum investment amount under the Offer?	Applications for Offer Shares must be for a minimum of 10,000 Offer Shares.	Section 3
Are there any conditions to the Offers?	the ASX granting the Company Admission to the Official List of the ASX and Official Quotation of the Shares; and the Company raising the Offer Amount. The Offer is conditional on: a. b. If any of these conditions are not met, the Offer will not proceed and Applicants’ Application monies will be returned without interest.	Section 3
What are the rights and liabilities attaching to the Shares issued under the Offer?	All Offer Shares issued under the Offer will rank equally in all respects with existing Shares on issue. For a summary of the material rights and liabilities attaching to the Shares issued under the Offer, please refer to Section 3.9 of this Prospectus.	Section 3

LIGHTNING MINERALS PROSPECTUS 20

Topic	Summary	More Information
Are there any restrictions on securities?	4,228,750 Shares held by the Company’s founders and promoters will be escrowed for 24 months from the date of Admission; 443,000 Shares held by the Company’s related party seed investors will be escrowed for 24 months from the date of Admission; 1,646,950 Shares held by the Company’s non-related party seed investors will be escrowed for 12 months commencing on the date on which the Shares were issued; 2,900,000 Shares held by or to be issued to the Vendors at Admission will be escrowed for 12 months commencing on the date on which the Shares were issued; and 1,492,050 Shares held by or to be issued to the Lead Manager (or its associates) at Admission will be escrowed for 24 months from the date of Admission. No Offer Shares issued under the Offer will be subject to escrow. However, the Company anticipates that escrow restrictions will apply to the following Shares based on the Maximum Subscription: The Company confirms its ‘free float’ (the percentage of Shares that are not restricted and are held by Shareholders who are not related parties (or their associates) of the Company) at the time of Admission will not be less than 20%, in compliance with ASX Listing Rule 1.1 Condition 7. The Company’s ‘free float’ will be approximately 68% based on the Minimum Subscription and approximately 76% based on the Maximum Subscription (assuming no related parties of the Company or their associates participate in the Offer). The Shares issued upon the exercise of the Options held by or to be issued to the Company’s directors, key management personnel and the Lead Manager will be subject to an escrow period of 24 months from the date of Admission. The Shares issued upon the conversion of the 4,800,000 Performance Rights granted to the Company’s directors and key management personnel (or their nominee/s) will be subject to an escrow period of 24 months from the date of Admission.	Section 3

LIGHTNING MINERALS PROSPECTUS 21

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How will the proceeds of the Offer be used?	The Offer proceeds will be used for: a) funding the exploration and evaluation activities on the Tenement Assets; b) fees associated with the Admission of the Company and listing of the Shares offered under this Prospectus c) working capital purposes; and d) expenses associated with the Offer. For more information on the intended allocation of funds raised under the Offer, please refer to Section 2.9 of this Prospectus.	Section 2.9
What are the tax implications of purchasing Shares under this Offer?	The taxation consequences of an investment in Offer Shares, including the acquisition and disposal of Shares, will depend on the particular circumstances of each Applicant. Section 3.13 of this Prospectus provides a general summary of the potential Australian tax implications of participating in the Offer. It is the responsibility of each Applicant to be satisfied as to the particular taxation treatment that applies to each investment. Persons who are considering making an investment in the Company should seek independent professional advice with respect to the tax consequences arising from such an investment.	Section 3.13
How do I apply for Shares?	You can apply for Offer Shares by submitting a valid Application Form contained within or accompanying this Prospectus (including the electronic version of the Prospectus) in accordance with the instructions contained therein.	Section 3
What is the allocation policy?	The Company, in conjunction with the Lead Manager will determine the basis for the allocation of Offer Shares	Section 3
When will I receive confirmation that my Application has been successful?	Holding Statements confirming Applicants’ allocations of Offer shares are expected to be dispatched to Shareholders on17 October 2022.	Section 1.2

LIGHTNING MINERALS PROSPECTUS 22

Topic	Summary	More Information
How can I obtain further information?	your accountant, solicitor, stockbroker or other independent professional financial adviser; the Share Registry, Automic Group on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) in relation to the Application process; the Company Secretary via email at [email protected]; or the Lead Manager on (03) 9114 7400. You can obtain further information from: If you require additional copies of the Prospectus, you should contact the Share Registry at 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 9:00am and 5:00pm AEST from Monday to Friday or email [email protected]. If you are unclear in relation to any matter, or are uncertain as to whether the Company is a suitable investment for you, you should seek professional guidance from your solicitor, stockbroker, accountant or other independent and qualified professional advisor before deciding whether to invest.

LIGHTNING MINERALS PROSPECTUS 23

2. COMPANY AND PROJECTS OVERVIEW

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2. COMPANY AND PROJECTS OVERVIEW

2.1 Company Background

The Company is an unlisted Australian public company incorporated in 2021.

Upon the successful admission to the Official List of the ASX, the Company will have a corporate structure as outlined below:

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Lightning Minerals Ltd
ACN 656 005 122
100%
Ownership
Dundas
Project:
Mt Bartle
E15/1748,
E28/3027, Mount Jewell Mailman Hill Project
E28/3028, Project: Project E53/2151,
E63/1932,
E63/1993, E27/566 E37/1408 E53/2147,
E53/2159
E63/2000,
E63/2001,
E63/2028
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Overview of Projects

The Company holds the rights to ten (10) granted Exploration Licences and three (3) Exploration Licence Applications located in Western Australia (Mineral Assets). The Mineral Assets comprise the Dundas Project, the Mount Jewell Project, the Mailman Hill Project and the Mt Bartle Project.

The Company is focused on exploration across the four (4) project areas, located on known mineralised belts, with varying amounts of historical exploration and geological confidence.

LIGHTNING MINERALS PROSPECTUS 25

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Project Tenement Status Grant Date Expiry Date Interest
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Project	Tenement	Status	Grant Date	Expiry Date	Interest

Dundas Project	E15/1748	Granted	6/11/2020	5/11/2025	100%
	E28/3027	Granted	17/05/2021	6/05/2026	100%
	E28/3028	Granted	17/05/2020	16/05/2026	100%
	E63/1932	Granted	30/09/2019	19/09/2024	100%
	E63/1993	Granted	15/05/2020	14/05/2025	100%
	E63/2000	Granted	23/10/2020	22/10/2025	100%
	E63/2001	Granted	23/10/2020	22/10/2025	100%
	E63/2028	Granted	14/05/2021	13/05/2026	100%
Mount Jewell Project	E27/566	Granted	8/11/2016	7/11/2026	100%
Mailman Hill Project	E37/1408	Granted	12/05/2021	11/05/2026	100%
Mt Bartle Project	E53/2151	Pending	(1/10/2020)	-	100%
	E53/2147	Pending	(8/9/2020)	-	100%
	E53/2159	Pending	(18/12/2020)	-	100%

Based on the previous exploration and studies conducted at the project areas, the Company considers that the areas covered by the Mineral Assets may be prospective for lithium, nickel, gold, and/or base metals.

Upon successful completion of the Offer, the Company proposes to focus on the exploration and development of its Mineral Assets, further details of which are provided at Sections 3 to 10 of the Independent Technical Assessment Report comprising Section 8 of this Prospectus.

LIGHTNING MINERALS PROSPECTUS 26

Geographical location of the Projects

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Figure 2.1.1 (Geographical location of Projects)

LIGHTNING MINERALS PROSPECTUS 27

The information in this Section 2 is based on information compiled by Dr Karen Lloyd. Karen is a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM). She has over 26 years’ of Australian and international experience including that relevant to the style of mineralisation under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Karen consents to the inclusion in this Prospectus of the matters based on information compiled by her in the form and context in which it appears

For further information on the Company’s projects, please refer to the Independent Technical Assessment Report located at Section 8 of this Prospectus and Appendix 1 (JORC Code, 2012 Edition - Table 1).

2.2 Dundas Project

The Dundas Project (Dundas) is the Company’s flagship project. It comprises eight (8) granted Exploration Licences (E15/1748, E28/3027, E28/3028, E63/1932, E63/1993, E63/2000, E63/2001 and E63/2028), covering an area of approximately 450km in the Norseman area of Western Australia. The tenure can be2 broadly defined into an Eastern Group and a Western Group.

Dundas is geologically proximal to Liontown Resources’ Buldania/Anna Project, with an Indicated and Inferred spodumene-hosted Mineral Resource comprising 14.9Mt grading 1.0% Li2O (see Liontown ASX press release dated 8th November 2019) and Alliance Mineral Assets’ Bald Hill Lithium-Tantalum Project comprising 26.5Mt grading 1.0% Li2O and 149ppm Ta2O5 and additional tantalum resources of 4.4Mt grading 336ppm Ta2O5 (see Tawana Resources NL ASX press release dated 6th June 2018).

Access to the Eastern Group is via the Bald Hill Lithium Mine access road and access to the Western Group is via unsealed tracks from the Eyre Highway.

Dundas Project location with nearby projects

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Figure 2.2.1 (Dundas Project location with nearby projects)

LIGHTNING MINERALS PROSPECTUS 28

Geologically, the tenements lie in the Kalgoorlie and Kurnalpi Terranes of the Eastern Goldfields Superterrane of the Yilgarn Craton. Major structural features that occur in the area include the northwest trending Lefroy Fault, the Emu Fault System and to the sheared contact with the lithologies of the Albany-Fraser Orogen. There are mafic and layered east-west trending dykes which are considered to be potentially prospective for base metals and platinum group elements (PGE).

Figure 2.2.2 presents the regional geology underlying the Dundas project.

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Figure 2.2.2 (Regional geology underlying the Dundas project)

Previous exploration has been strongly focussed on nickel and gold, and to a lesser extent for copper and PGEs. More recently the area has seen a renewed exploration focus, targeting lithium mineralisation. Pegmatite dykes have been identified within and adjacent to the current Dundas project, but little detailed work has been conducted on these. Figure 2.2.3 presents the known mineral occurrences near Dundas overlying the regional magnetic signature.

LIGHTNING MINERALS PROSPECTUS 29

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Nickel
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Figure 2.2.3 (Dundas Project tenements (Western Group), known mineral occurrences, target areas, underlain by magnetics)

LIGHTNING MINERALS PROSPECTUS 30

Matsa Resources (Matsa) held ground that covers most of E63/1932 and E63/2028 from 2008 to 2018, which they deemed prospective for lithium, nickel and gold nickel. Matsa assigned these tenements as the Killaloe Project. Matsa completed mapping, geophysical surveys, soil sampling and mobile metal ion (MMI) soil sampling. The Matsa Killaloe Project was acquired by Liontown in 2018 and after a data review and reconnaissance traverses, these were considered to have low potential for Lithium-Cesium-Tantalum (LCT) pegmatites and were relinquished in 2019.

Liontown also held ground (Norcott Project) further to the southeast which bordered on the southern boundary of E63/2001. A detailed field mapping program took place and associated rock chip sampling which identified the presence of pegmatite dykes, as presented in Figure 2.2.4 (below).

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Figure 2.2.4 (Noted pegmatite occurrences in relation to E63/2001)

West Resource Ventures Pty Ltd (West Resource Ventures) from 2017 to 2019 held tenements that overlie E63/2000, E63/1993 and E63/2001. Ten air core holes that were drilled within the current tenement of E63/2001 intersected pegmatites, but lithium values were not considered anomalous. Further north, mapping identified the presence of pegmatites and fourteen aircore drill holes were drilled into the current E63/2000, and three of these holes intersected strongly weathered pegmatites Down hole geochemistry identified anomalous lithium, tantalum and cesium in haloes around the weathered pegmatites. West Resource Ventures also held ground that directly overlapped E15/1748 from 2017 to 2018. Eleven AC holes were drilled, all intersected granite but no anomalous lithium or lithium indicator elements were encountered.

LIGHTNING MINERALS PROSPECTUS 31

The Company will focus a large part of its technical budget using monies raised through the Offer on testing the grade and continuity of lithium anomalism within tenements E63/2001 E63/2028 and intends to undertake local geological modelling through mapping, geochemical sampling for indicator elements and diamond core drilling. The identified Northcott source granite and notable lithological zoning is present within the Dundas tenure and work to date suggests warrants follow-up investigations.

Priority investigation areas are presented in Figure 2.2.5 (below).

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Figure 2.2.5 (Dundas regional geology with priority exploration target areas (1,2) noted on EL 63/2028 and EL 63/2001)

Selected chemical analyses for potassium, rubidium, and cesium of blocky potassium feldspars demonstrate enrichment trends that could be used to distinguish those pegmatites or pegmatite fields that may be enriched in lithium, cesium, beryllium, and tantalum (Trueman and Černý, 1982)

LIGHTNING MINERALS PROSPECTUS 32

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Figure 2.2.6 (Schematic distribution of pegmatite zoning peripheral to a granitic source)

Schematic distribution of pegmatite zoning peripheral to a granitic source (modified from Trueman Trueman, D.L., and Černý, Petr, 1982, Exploration for rare-element granitic pegmatites: in Černý, Petr (ed.), Granitic pegmatites in science and industry: Mineralogical Association of Canada, p. 463–493.)

2.3 Mount Jewell Project

The Mount Jewell Project (Mount Jewell) comprises one (1) granted Exploration Licence covering an area of 8.9 km located approximately 55 km north of Kalgoorlie. The Company has interpreted Mount Jewell2 to offer the potential for nickel-sulphide mineralisation based on its assessment of an extensive database of historical exploration information including multiple shallow drilling campaigns.

The Mount Jewell Project lies on the margin of the Boorara Domain, which is part of the Kalgoorlie Terrane and adjacent to the Gindalbie Domain of the Eastern Goldfields Superterrane of the Yilgarn Craton.

Mount Jewell is geologically hosted within the north-northwest trending Black Swan Komatiite Complex (BSKC), which ranges from 200 – 600 m in thickness, younging east to west and is cut by several northsouth and north-northeast faults. The BSKC hosts the Black Swan, Silver Swan and recently discovered Golden Swan nickel deposits to the south and the PSP and Ringlock nickel prospects to the north. The BSKC ultramafic sequence comprises a magnesium-poor upper section and magnesium-rich lower section. The lower section comprises significant olivine cumulate rocks and these are viewed as indicators of paleo-flow channels, which are the sites of potential massive nickel sulphide mineralisation. The ultramafic sequence is interpreted to be typical in composition to flows at Kambalda, with flow geometries controlled by pre-existing topographic lows. Thermal erosion channels are predicted to occur

LIGHTNING MINERALS PROSPECTUS 33

within a felsic substrate, but none have been adequately defined to date. Sulphides identified so far at Mount Jewell are located close to the footwall contact, with minor amounts in the hanging wall position. Similar associations occur further along strike to the north at GSP and Ringlock. Felsic dykes have been observed in drilling and are thought to be emplaced along both chill zone flow tops and irregularly within the cumulate zones.

The prospectivity of the area was recognised back in the late 1960s during the nickel boom. Initial exploration was undertaken by Group Exploration Limited, then followed by a joint venture with Sumitomo Metals.

The first recorded drilling at Mount Jewell was completed by Great Boulder Mines Ltd from 1971 to 1976. In the mid to late 1990s a joint venture between Fodina Minerals Pty Ltd (a subsidiary of Mining Project Investors (MPI)) and Outokumpu Exploration Ventures Pty Ltd (OEV) (collectively, the MPI/OEV JV) conducted activities along the belt from the north at Ringlock to the south at Mount Jewell.

After a comprehensive data analysis of drilling and geophysics, a geological compilation of the belt was completed and further targeted exploration was conducted. A single DD hole at Mount Jewell intersected disseminated nickel sulphide mineralisation. Air core drilling intersected relatively high nickel values in a gossan but further drilling targeted beneath the gossan indicated that potential host unit was very narrow and only contained disseminated sulphides.

In 1998 the MPI/OEV JV carried out a drilling program of 11 RC holes and one DD hole. The RC holes were targeted to follow up a significant intersection in an AC hole drilled the previous year. The DD hole was drilled to obtain stratigraphic information. Five of the RC holes (MJRC001, 003, 005, 009 and 010) returned intersections of around 2 m at approximately 0.4% Ni. MJRC008 intersected 2 m at 1.15% Ni from 120 m, with a surrounding halo of several metres at greater than 0.5% Ni. Another intersection in this hole at 159 m returned 7 m at greater 0.5% Ni. The DD hole intersected a basal high-magnesium olivine mesocumulate overlying felsic volcanics. A narrow vein (true width of 4 cm) of massive sulphides assaying 2.7% Ni was encountered. Soon after this, the MPI/OEV JV withdrew from the project due to the collapse of the nickel price.

The Mount Jewell Project was subsequently worked by Western Areas NL (Western Areas) from 1999 and was fully acquired in 2000. Western Areas were active in the area until 2006 and carried out a series of activities including aeromagnetics, downhole and surface geophysics and drilling campaigns. Only one hole was drilled in the Mount Jewell Project. This was a DD hole targeting the nickel intersected in MJRC008, drilled by the MPI/OEV JV in 1998, but did not intersect any significant mineralisation.

Magma Metals Ltd (Magma) then entered into a joint venture agreement with Western Areas NL in 2006. At certain periods of time Magma held all the ground currently included in the Mt Jewel Project. During their ownership of the tenements, Magma conducted reviews of previous EM) surveys, completed DD (to the north at the GSP prospect), and conducted MLEM surveys. The MLEM surveys were situated just within the northern portion of the Mount Jewell Project and further north along strike. The MLEM survey in 2006 was initially interpreted to have weak conductors identified within the Mount Jewell area, however a later re-interpretation concluded there were no confined bedrock conductors (Magma Metals Ltd, 2007). In the 2007 – 2008 reporting period Magma conducted a small LANDTEM survey located in the northern portion of the Mount Jewell Project. From the results it was concluded that no massive sulphide conductors were located, and shallow conductors reflect either disseminated sulphides or regolith responses.

Maximum nickel intersections for drilling within and around the Mount Jewell Project are displayed and maximum drillhole nickel values for drilling within the tenement, underlain by magnetics is displayed in Figures 2.3.1 and 2.3.2 (below).

LIGHTNING MINERALS PROSPECTUS 34

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Figure 2.3.1 (Mount Jewell Project maximum nickel values in drilling)

LIGHTNING MINERALS PROSPECTUS 35

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Figure 2.3.2 (Maximum downhole nickel values underlain by magnetics)

Given that Mount Jewell has no outcropping rocks, an understanding of the underlaying geology relies on geophysics and drilling. The Company has allocated a portion of its monies raised via the Offer to drill testing the known nickel anomalism hosted within komatiitic units.

LIGHTNING MINERALS PROSPECTUS 36

2.4 Mailman Hill Project

The Mailman Hill Project (Mailman Hill) comprises one (1) granted Exploration Licence covering an area of 2 102 km located approximately 25km to the east of Leonora. It includes a significant section of the Keith Kilkenny Fault Zone and a structurally complex mafic-felsic-sedimentary package considered highly prospective for gold and base metals. It captures the potential continuity of the Crawfords Gold Project (Kingwest Resources Limited), located near the northern boundary of the project and historical drilling has returned broad, anomalous gold drilling intercepts within the project area.

Outcrop is limited with the majority of the area concealed beneath a major alluvial fan related to the outflows of Bummers and Cardinia Creeks. Previous work on the tenement has identified several advanced gold and base metal targets that warrant further exploration.

Newmex Exploration was probably the first company to complete reasonably detailed exploration activities over the direct area, commencing in the mid-1980s. Its work included field mapping, sampling and magnetics.

From 1992 – 1994 WMC had tenements covering Mailman Hill and also further to the north. The tenements were then purchased in 1995 by Goldstream Mining NL (which later changed name to IMX Resources) who continued with AC drilling in a joint venture with Johnsons Well Mining (JWM).

Newcrest Mining Ltd (Newcrest) entered into a joint venture with Jindalee Resources Ltd (Jindalee) in 2003. Newcrest completed four RC holes at the Iron Tank Well prospect, which is the southern extension of Cavalier’s Resources Ltd Crawford Project. Hole ITRC001 returned 28 m at 0.5 g/t Au from 17 m, including 4 m at 1.0 g/t Au from 25 m. Three angled RC holes were drilled later in 2005 within the same area, with hole ITWRC006 returning 4 m at 1.13 g/t, including 1 m at 4.37 g/t Au from 149 m.

Goldphyre Resources Ltd (Goldphyre) were active within the current Mailman Hill Project from 2010 to 2015. From the interpretation of previous explorers and GSWA aeromagnetics, Goldphyre identified potential targets for gold and base metals.

By re-interpretating LAG results (assumed to be from WMC), Goldphyre identified what they considered to be a gold and arsenic anomaly in the northern margin of the tenement, straddling the Leonora – Laverton Road (see Figure 2.4.1 below).

In 2012 an eighteen-hole AC program was drilled to test the Iron Tank Well prospect. The best result was hole MHAC016 that returned 4 m at 276 ppb Au. A 17-hole RC program was completed, designed to follow-up previous AC intercepts at Iron Tank Well and around the Venus base metal prospect. The best result for the holes targeting extensions to the south of the Crawford Deposit was 4 m at 0.56 g/t Au from 56 m. The RC holes drilled at the Venus prospect returned only one anomalous result of 8 m at 164 ppm Cu and 2352 ppm Zn from 60 m (Goldphyre Resources Ltd, 2013).

Soil sampling continued in 2015 and these resulted in increasing the zinc-copper anomaly to 1200 m long The tenements were relinquished in 2015.

LIGHTNING MINERALS PROSPECTUS 37

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Figure 2.4.1 (Venus prospect showing rockchip and soil geochemistry)

The Companies planned work program at Mailman Hill has been developed to target the known gold anomalism (and possible continuity of the Crawfords Bore Project) in the north west of the project and at the Venus prospect area (see Figure 2.4.2 below).

LIGHTNING MINERALS PROSPECTUS 38

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Figure 2.4.2 (Mailman Hill Exploration Priority areas)

LIGHTNING MINERALS PROSPECTUS 39

2.5 Mt Bartle Project

The Mt Bartle Project comprises three (3) Exploration Licence applications covering an area of approximately 400 km located 27 km west-northwest of the historical Wiluna mining centre. Mt Bartle is2 an early exploration stage project. The Company has assessed it to be prospective for sediment-hosted Mississippi valley-type (MVT) epigenic mineralisation or volcanogenic hosted base metal deposits. The project surrounds the Mining Leases which overlie the Magellan Lead Mine owned by Rosslyn Hill Mining Pty Ltd. No exploration budget has been allocated to the project given that the tenures are under application.

Initial regional exploration work programs in the 1980’s targeted sediment hosted base metal mineralisation and involved stratigraphic diamond drilling followed by rock chip sampling and wide spaced RAB drilling leading to the discovery of the Magellan Lead Mine. The discovery of the Degrussa and Monty volcanogenic massive sulphide deposits within the Padbury Basin to the north of the project during the early 2000’s refocused exploration for base metal mineralisation back on the Yerrida Basin however most of the work only tested near surface targets. Following the discovery of the Degrussa and Monty VHMS deposits the Geological Survey of Western Australia commenced a major program updating the stratigraphy and structural setting of the Padbury- Bryah, Yerrida and Earaheedy Basins which provides the framework for the understanding of the basin architecture.

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Mt Bartle Project
Mt Bartle Project
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Figure 2.5.1 (Mt Bartle Project tenements underlain with GSWA 1:500,000 interpreted bedrock geology)

LIGHTNING MINERALS PROSPECTUS 40

Recorded exploration in the area goes back to the late 1960s, mainly centred in and around the historical Wiluna gold mining centre. Work carried out by companies such as Chevron, Noranda, WMC, Samantha Mining NL and Seltrust Mining Corporation Pty Ltd in the Wiluna region was concentrated on outcropping gossans found during field mapping. Although the gossans were anomalous in Cu, Zn, Pb and Ag, drill testing at depth did not find ‘economically significant’ mineralisation.

Australian Consolidated Minerals (ACM) commenced exploration in the area in 1983, mainly targeting Macarthur River, Zambian-type copper belt and Roxby Downs styles polymetallic mineralisation and Witwatersrand type gold deposits.

Chevron were active within and adjacent to the Company’s tenements during the mid to late 1980s. Their work identified sulphide-rich siltstones and alteration in the felsic pile above the siltstones. Similar geology was also noted by Mitchell Exploration, who operated tenements on the southwestern and south-eastern corner of the Company’s tenements, where gossan float was identified and rock chip sampling returned Zn values of up to 6,000 ppm.

Renison Goldfields Consolidated (RGC) developed an interest in the Glengarry Basin in 1987, initially exploring for gold. In 1990 they began to explore for base metals and discovered the Paroo Station lead deposit in 1991. RGC recognised the potential of host carbonates, and through rock chip and stream sediment sampling in areas surrounding the recently discovered Paroo Station deposit, identified the Pizarro, Cortez and Drake prospects. Pizarro and Drake are outside the Company’s tenements, but Cortez is just inside on western boundary of E53/21147 (see Figures 2.5.2, 2.5.3 and 2.5.4 below). Follow up diamond drilling generally did not return any anomalous results. Due to what was considered by RGC as poor results from the systematic exploration, RGC progressively relinquished tenements and finally in 1997 a farm-in agreement was signed with Magellan Metals Pty Ltd (Magellan) with Magellan granted the rights to 100% of the tenements subject to expenditure and royalty terms.

Pandel Pty Ltd (Pandel Pty Ltd, 1996), Bougainvillaea Holdings Pty Ltd (Bougainvillaea Holdings Pty Ltd, 2003) and Pathfinder Exploration Pty Ltd (Pathfinder Exploration Pty Ltd, 2005) all identified anomalous base metal results around Mt Bartle and Mt Russell, both located on the western margins of E53/2147. Reinterpretation of regional magnetics has identified a northwest-trending structure between Mt Bartle and Mt Russell, which some authors have interpreted as a buried northern extension of the Joyners Find greenstone belt.

In 2008 and 2011 Emergent Resources Limited carried out a soil sampling program which was analysed using mobile metal ion (MMI) geochemistry. Several anomalies were identified, including a lead anomaly north of the Cortez Prospect. These tenements were relinquished due to a change on company focus.

Hylea Metals Ltd (Hylea) held tenements covering most of E52/2147 in 2017 – 2018 and drilled two DD holes, one of which was close to an ACM hole that returned anomalous assays. Both of Hylea’s holes did not return any significant results, leading to the conclusion that the veracity or location of the ACM drilling is questionable.

Rosslyn Hill Mining Pty Ltd mainly conducted activities in the southern portion of the tenements. Although soil sampling did detect some anomalies, follow up drilling did not yield any economic lead mineralisation and portions of the tenements were relinquished.

One of the more recent explorers in and around the area covering the Mt Bartle tenements was Great Western Exploration Limited (Great Western). Great Western held ground around the current tenements and also a tenement that covered almost all of the present E52/2151. Within this tenement Great Western defined the Chisel Prospect, which lies at the intersection of the Perseverance Fault and the east-west striking Chisel Fault. The Perseverance Fault is inferred to be a first-order control in the formation of the Yerrida Basin and is host to many large nickel and gold deposits (Great Western Exploration Limited, 2021). Four RC holes were drilled for magnetic and structural targets, but no anomalous assays were received, and the tenement was relinquished.

Maximum intersections for drilling within and around the Mt Bartle Project are displayed in Figures 2.5.2, 2.5.3 and 2.5.4 (below) for lead, zinc and copper, respectively.

LIGHTNING MINERALS PROSPECTUS 41

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Mt Bartle Project Tenements
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Mt Bartle Project

Figure 2.5.2 (Mt Bartle Project tenements and surrounds with maximum lead values in drilling)

LIGHTNING MINERALS PROSPECTUS 42

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Mt Bartle Project Tenements
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Mt Bartle Project
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Figure 2.5.3 (Mt Bartle Project tenements and surrounds with maximum zinc values in drilling)

LIGHTNING MINERALS PROSPECTUS 43

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Mt Bartle Project Tenements
Mt Bartle Project
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Figure 2.5.4 (Mt Bartle Project tenements and surrounds with maximum copper values in drilling)

LIGHTNING MINERALS PROSPECTUS 44

2.6 Exploration Work Program

The table below outlines the current estimates of expenditure to be incurred in relation to exploration activities proposed to be undertaken by the Company during the next two (2) years.

Further details on the exploration programs and budgeted expenditures are also outlined in the Independent Technical Assessment Report at Section 8.

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Minimum Subscription Maximum Subscription
($4.5M) ($7M)
Item Detail Amount Percentage Amount Percentage
($) (%) ($) (%)
EXPLORATION EXPENSES
Dundas Project Drilling 1,575,000 35.00 2,450,000 35.00
Geophysics 315,000 7.00 490,000 7.00
Geochemistry 315,000 7.00 490,000 7.00
Other 0 0.00 0 0.00
Mount Jewell Project Drilling 630,000 14.00 980,000 14.00
Geophysics 157,500 3.50 245,000 3.50
Geochemistry 0 0.00 0 0.00
Other 0 0.00 0 0.00
Mailman Hill Project Drilling 0 0.00 0 0.00
Geophysics 0 0.00 0 0.00
Geochemistry 0 0.00 0 0.00
Other 157,500 3.50 245,000 3.50
Mt Bartle Project Drilling 0 0.00 0 0.00
Geophysics 0 0.00 0 0.00
Geochemistry 0 0.00 0 0.00
Other 0 0.00 0 0.00
TOTAL EXPLORATION 3,150,000 70.00 4,900,000 70.00
EXPENSES
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The above table represents the current intentions of the Board as of the date of this Prospectus.

Due to market conditions and/or any number of other factors (including the risk factors outlined in Section 5 of this Prospectus), actual expenditure levels may differ significantly to the above estimates. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the way funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

LIGHTNING MINERALS PROSPECTUS 45

Exploration expenditures will be reviewed on an on-going basis, depending upon the nature of results from the respective exploration activities. The results obtained from exploration and evaluation programs may lead to increased or decreased levels of expenditure on certain projects reflecting a change in emphasis.

2.7 Business Model

The Company is a speculative mineral exploration company. Upon completion of the Offer and admission of the Company to the Official List, the Company will be a publicly listed junior explorer, holding an interest in the Tenements.

Although the Company will be well funded to conduct its stated objectives for the next two (2) years, the Company has no history of earnings, and does not have any producing mining operations. The Company anticipates that it will experience losses from exploration activities and until such time as the Company carries on mining production activities, it expects to continue to incur losses. It is likely that the Company will require additional funding in the future, and as such the intention is to add Shareholder value and also progressively reduce risks associated with its current or any new mineral projects that may be acquired.

The Company aims to achieve this by progressively transitioning from being a junior explorer to, subject to the results of exploration activities, technical studies and the availability of suitable funding, exploiting the value of mineral projects by undertaking project development, construction and mining activities by:

conducting systematic exploration activities on mineral projects, with the aim of discovering a mineral deposit;

following discovery, delineating a Mineral Resource estimate on the Tenement Assets;

undertaking economic and technical assessments of the Tenement Assets in line with standard industry practice (for example completion of a scoping study, then a prefeasibility study followed by a definitive feasibility study);

undertaking project development and construction; and

ultimately exploitation of the Tenement Assets through mining operations.

As the development of the Tenement Assets progresses, the Company may also consider corporate actions that may also provide the opportunity to increase Shareholder value, which may include joint ventures, asset sales (whole or part), strategic partnerships or product off-take arrangements.

The Company also intends to continue identifying, evaluating and, if warranted, acquiring additional resource projects and assets in Australia and/or overseas, if the Board considers that they have the potential to add Shareholder value. The Company will consider acquiring these additional interests by way of direct project acquisition, farm in, joint venture or direct equity in the project owners, and may include minerals or prospectivity for minerals in addition to gold and base metals.

Investors should note that no assurances can be given that the Company will achieve commercial viability through the successful exploration and/or future mining of its Tenements.

Given the Company will be an exploration company following Admission, it is unlikely to make money or generate income in the short term from its exploration activities. Until the Company is able to realise value from the Tenements or future mining activities conducted on the Tenements, the Company is likely to incur ongoing operating losses.

Investors should also note that the key dependencies of the business model outlined above include:

admission of the Shares to Official Quotation;

grant of further exploration licences to the Company pursuant to the Tenement Applications;

LIGHTNING MINERALS PROSPECTUS 46

all necessary licences and regulatory approvals being secured and maintained;

the Company’s ability to attract and retain employees and key management personnel with appropriate technical qualifications; and

successful exploration and development of the Tenements.

For further information on the key risks relevant to the Company and its business model, investors are referred to Section 5 of this Prospectus.

2.8 Strategy and Objectives

As discussed above, the primary objective of the Company is to create value for Shareholders through the exploration, discovery and development of the Tenement Assets.

Following admission of the Company to the Official List, the Company proposes to undertake the exploration programs discussed in Section 2.6 and further explained in the Independent Technical Assessment Report contained in Section 8 of this Prospectus. The results of the exploration programs will determine the economic viability and potential timing for the commencement of additional technical studies, including studies that assess the economic viability of the Projects, and ultimately the commencement of mining operations.

In summary the Company’s objectives are to:

undertake follow-up exploration on a number of priority targets identified at the Projects from a review of available data and field work;
subject to results of the exploration activities, progress technical studies on the Projects; and
assess opportunities for business development and new venture activities to potentially add additional exploration projects.

LIGHTNING MINERALS PROSPECTUS 47

2.9 Use of Funds Table

Following completion of the Offer, the Company will receive proceeds of between $4,500,000 and $7,000,000 before costs, from the issue of between 22,500,000 and 35,000,000 Offer Shares at the Offer Price of $0.20, which the Company intends to allocate as follows:

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LIGHTNING MINERALS PROSPECTUS 48

The Directors consider that on completion of the Offer the Company will have adequate capital to meet its current objectives and requirements as set out in this Prospectus.

However, investors should be aware that the Company may expend its cash reserves on its activities more quickly than anticipated. The Directors will consider further equity funding where it considers that the raising of such further capital is necessary to meet the Company’s objectives and requirements.

2.10 Financial Information

The Company has no operating history. Accordingly, the Company is not in a position to disclose key financial ratios or other financial information, other than its statement of profit or loss and other comprehensive income, statement of cash flows and pro-forma historical statement of financial position which is included in Section 6 of this Prospectus (Financial Information).

2.11 Dividend Policy

The Board anticipates that significant expenditure will be incurred in the evaluation and development of the Tenement Assets. These activities are expected to dominate at least, the first two (2) years following Admission. Accordingly, the Company does not expect to declare any dividends during that period.

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.

LIGHTNING MINERALS PROSPECTUS 49

3. DETAILS OF THE OFFER

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LIGHTNING MINERALS PROSPECTUS 50
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3. DETAILS OF THE OFFER

3.1 Offer Shares Offered for Subscription

This Prospectus invites investors to apply for a total of between 22,500,000 and 35,000,000 Offer Shares at an issue price of $0.20 per Offer Share to raise between $4,500,000 and $7,000,000, before costs. The Offer will be open to investors with registered addresses in Australia and other investors to whom it is lawful to make an offer to pursuant to this Prospectus.

All Offer Shares issued pursuant to this Prospectus will be issued as fully paid and will rank equally in all respects with Shares already on issue.

Applicants should be aware that ASX will not admit any Offer Shares issued pursuant to this Offer to Official Quotation until the Company has complied with Chapters 1 and 2 of the ASX Listing Rules and is admitted by ASX to the Official List. As such, the Offer Shares issued under the Offer may not be able to be traded for some time after the close of the Offer.

In the event that the Company does not receive approval for admission to the Official List, the Offer will be withdrawn and the Company will repay all Application monies received by it in connection with the Offer (without interest).

3.2 Minimum Application

Applications must be for a minimum of 10,000 Offer Shares ($2,000). A larger number of may be applied for in multiples of 1,000 Shares ($200). Applications to acquire Offer Shares will only be accepted on submission of the Application Form attached to this Prospectus.

The Directors may reject any application or allocate any Applicant fewer Offer Shares than that Applicant applied for.

3.3 Offer Amount

The Company is seeking to raise the Offer Amount, being between $4,500,000 and $7,000,000, before costs, by the issue of between 22,500,000 and 35,000,000 Offer Shares issued at $0.20 per Offer Share. If the Offer Amount is not raised within four (4) months after the date of this Prospectus, the Company will not allot any Offer Shares and all Application monies will be returned without interest or the Company will issue a supplementary prospectus or replacement prospectus and allow Applicants one (1) month to withdraw their Applications and have their Application monies refunded (without interest).

3.4 Over-Subscriptions

The Company will not accept over-subscriptions.

3.5 Offer Opening Date and Offer Closing Date

Subscription for Offer Shares will open on 9.00am AEST on the Offer Opening Date and remain open until 5.00pm AEST on the Offer Closing Date.

The Offer Opening Date and Offer Closing Date are subject to the right of the Directors to either close the Offer at an earlier time and date or to extend the closing time and date without prior notice.

Applicants are encouraged to submit their Applications as early as possible.

LIGHTNING MINERALS PROSPECTUS 51

3.6 How to Apply for Offer Shares

Applications for Offer Shares may only be made on the Application Form attached to and forming part of this Prospectus. Please read the instructions on the Application Form carefully before completing it.

Completed Application Forms must be accompanied by a cheque in Australian dollars, crossed “Not Negotiable” and made payable to “Lightning Minerals Ltd Subscription A/C” and may be lodged at any time after the issue of the Prospectus and on or before the Offer Closing Date as follows:

by post to:	by hand to:
Lightning Minerals Ltd C/- Automic Registry Services GPO Box 5193, Sydney, New South Wales 2001	Lightning Minerals Ltd C/- Automic Registry Services Level 5, 126 Phillip Street, Sydney, New South Wales 2000

No brokerage or stamp duty is payable by Applicants.

3.7 Acceptance of Applications

An Application for Offer Shares may be accepted in full, for any lesser number, or rejected by the Directors, in consultation with the Lead Manager. If any Application is rejected, in whole or in part, the relevant Application monies will be returned without interest.

3.8 Compliance with Chapters 1 and 2 of the ASX Listing Rules

The ASX requires the Company to comply with Chapters 1 and 2 of the ASX Listing Rules in order to be Admitted to the Official List of the ASX.

There is a risk that the Company may not be able to meet the ASX’s requirements for Admission. In the event that the conditions to the Offer are not satisfied, or the Company does not receive approval for Official Quotation of Shares on the ASX, then the Company will not proceed with the Offer and will return all Application monies received without interest.

Key requirements of Chapters 1 and 2 of the ASX Listing Rules are:

a prospectus must be issued and lodged with ASX. This Prospectus is anticipated to fulfil this requirement;
the shareholder spread requirements set out in Listing Rule 1.1 relating to the minimum spread of shareholdings and the minimum number of shareholders must be met;
the Company must satisfy either the “profits test” or the “assets test” contained in Listing Rule 1.2 and 1.3 respectively (the Company is relying on the “assets test” for Admission); and

the issue price of the Offer Shares under the Prospectus must be at least $0.20.

3.9 Constitution and Rights attaching to Shares

The Constitution sets out the internal rules of the Company. The section below summarises the material provisions of the Constitution, including the rights and liabilities attached to Shares. This summary is not intended to constitute an exhaustive statement of the rights and liabilities of Shareholders.

LIGHTNING MINERALS PROSPECTUS 52

Issue of Shares

The issue of Shares by the Company is under the control of the Directors, subject to the Corporations Act, ASX Listing Rules and any rights attached to any special class of shares.

Transfer of Shares

Pursuant to the Constitution, a Shareholder may transfer a Share by any means permitted by the Corporations Act or by law.

The Company participates in the share registration and transfer system known as CHESS, which is operated by ASX under the Security Clearing House Business Rules. Under CHESS, the Company may issue holding statements in lieu of share certificates. The Company is not permitted to charge any fee for registering a transfer of shares. The Directors may refuse to register a transfer of Shares only if the refusal would not contravene the Corporations Act or the ASX Listing Rules or where the registration would create a new parcel of unmarketable securities.

Variation Rights attaching to Shares

The rights attached to Shares or any class of shares may, unless their terms of issue state otherwise, be varied with the written consent of 75% of the holders of issued shares of the affected class, or authorised by a special resolution passed at a separate meeting of the holders of the shares of the affected class.

Meetings of Shareholders (General meetings)

The Directors may call a meeting of Shareholders whenever they think fit.

Shareholders may call a meeting in accordance with the Corporations Act. Pursuant to the Constitution, the notice of general meeting sent to Shareholders must contain certain information.

The Constitution contains provisions prescribing the content requirements for notices of meetings sent to Shareholders. All Shareholders are entitled to attend, and will receive at least 21 days’ notice of a general meeting (where the Company is listed on the ASX, a notice period of 28 days applies). A quorum for a general meeting is two (2) Shareholders who are eligible to vote at the general meeting.

The Company will hold an annual general meeting in accordance with the Corporations Act and the ASX Listing Rules.

Voting Rights

Subject to any rights or restrictions for the time being attached to any Shares or class of shares of the Company, each Shareholder, whether present in person or by proxy, attorney or representative at a meeting of Shareholders, has one (1) vote on a show of hands and one (1) vote on a poll for each fully paid Share held and a fraction of a vote for each partly paid Share, equivalent to the proportion paid up on that Share. Resolutions of Shareholders will be decided by a show of hands unless a poll is demanded.

A poll may be demanded by the chairperson of the meeting, at least five (5) Shareholders (or their proxy, attorney or representative) entitled to vote on the resolution, or any one or more Shareholders holding not less than five percent (5%) of the votes that may be cast on the resolution on a poll.

Directors

The business of the Company is to be managed by or under the direction of the Directors. The Company must have at least three (3) Directors and not more than ten (10). The Board may appoint a person to be a Director at any time, but any such Director must retire at the next annual general meeting (at which meeting he or she may be eligible for election as Director).

The Company in general meeting may elect Directors by ordinary resolution.

LIGHTNING MINERALS PROSPECTUS 53

At each annual general meeting, with the exception of the Managing Director and those Directors appointed by the Board, one third of the Directors and any Director who will have been in office for three (3) or more years must retire from the Board, and are eligible for re-election.

The aggregate remuneration of the non-executive Directors must not exceed the amount last fixed by ordinary resolution.

Dividends

The Directors may pay any interim and final dividends as, in their judgment, the financial position of the Company justifies.

Subject to any rights attaching to Shares which may in the future be issued with special or preferred rights, the Directors may fix the amount, the time for payment and the method of payment of a dividend. Subject to any special rights attaching to Shares or any other class of shares (such as preference shares), dividends will be paid proportionately. The Company is not required to pay any interest on dividends.

Winding Up

On a winding up of the Company a liquidator may, with the sanction of a special resolution of the Shareholders, divide among the Shareholders the property of the Company in proportion to the Shares held by them. The liquidator may determine how the division is to be carried out as between the members or different classes of members.

3.10 Rights attaching to Options

As at the date of this Prospectus, the Company has 5,200,000 Options on issue and has agreed to issue up to a further 3,800,000 Options based on the Minimum Subscription or 5,000,000 Options based on the Maximum Subscription as follows:

Optionholdings

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Minimum Subscription Maximum Subscription
($4.5M) ($7M)
Optionholder No. of Percentage No. of Percentage
Options (%) Options (%)
Options on issue following completion of the Offer
Non-Executive Directors Apertus Capital 1,400,000 15.56 1,400,000 13.73
Pty Ltd
Dr Karen Lloyd1 1,400,000 15.56 1,400,000 13.73
Mano Asset 1,400,000 15.56 1,400,000 13.73
Management
Pty Ltd Family Trust> 2
Paige Simone 500,000 5.56 500,000 4.90
McNeil 3
CEO – Mr Alexander Biggs 500,000 5.56 500,000 4.90
Lead Manager (and/or its 3,800,000 42.22 5,000,000 49.01
nominees)4
Total Options on 9,000,000 100 10,200,000 100
Admission [5, 6]
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LIGHTNING MINERALS PROSPECTUS 54

Notes / Assumptions:

Apertus Capital Pty Ltd is an associated entity of Mr Francesco Cannavo.
Mano Asset Management Pty Ltd is an associated entity of Mr Craig Sharpe.
Mrs Paige McNeil is an associate of Mr Peter McNeil.
The Lead Manager (and/or its nominees) is entitled to be issued 3,800,000 unlisted options based on the Minimum Subscription or 5,000,000 options based on the Maximum Subscription (vesting immediately, with an exercise price of $0.25 and a 4-year expiry from the issue date) upon the Company’s admission to the Official List of ASX. The
Company intends to undertake an offer of Loyalty Options within three (3) months of Admission. See Section 3.21 for further details.
The Total Options on Admission have an expiry date of five (5) years from issue for the Options issued to the NonExecutive Directors and the CEO and four (4) years from issue for the Options to be issued to the Lead Manager (and/ or its nominees) ( Expiry Dates ).

The Options have been (or will be as the case may be) issued on the terms and conditions below. All other term and conditions of the Options will be in accordance with the requirements of the ASX Listing Rules.

Options not listed

The Options are transferable and will not be quoted on the ASX. If the Company’s Shares have been admitted to Official Quotation by the ASX, then the Company must apply to the ASX within ten (10) business days after the date of issue of any Shares issued upon exercise of the Options, for such Shares to be admitted to Official Quotation.

Entitlement

Each Option entitles the holder to subscribe for one (1) Share upon the exercise of the Option. All Shares issued upon exercise of the Options will rank equally with all Shares in the capital of the Company and will be escrowed for such period as provided under the ASX Listing Rules, as summarised in Section 3.15 of this Prospectus.

Expiry Dates

The Options are exercisable at any time on or prior to the Expiry Dates described above (Exercise Period). Options not exercised before the Expiry Date s will lapse upon the Expiry Dates.

Exercise Price

The amount payable upon the exercise of each Option will be $0.25 (Exercise Price).

Notice of Exercise

The Options may be exercised during the Exercise Period by providing notice in writing to the Company in accordance with their terms of issue and payment of the Exercise Price for each Option by electronic funds transfer or any other means of payment to the Company.

Reorganisation of Capital

If, prior to expiry of the Options, there is a reorganisation of the issued capital of the Company, then the rights of an Option holder will be varied to the extent necessary in order to comply with the ASX Listing Rules applying to the reorganisation of capital at the time of reorganisation.

Participation in New Issues of Securities

An Optionholder may only participate in new issues of securities in the Company to Shareholders to the extent that the Option has been exercised and the Shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give reasonable notice to the Optionholder of any new issue before the record date for determining entitlements to that issue in accordance with the ASX Listing Rules.

LIGHTNING MINERALS PROSPECTUS 55

Bonus Issues

If the Company makes a bonus issue of Shares pro rata to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

3.11 Allotment

Acceptance of an Application by the Company creates a legally binding contract between the Applicant and the Company for the number of Offer Shares for which the Application is accepted.

The Company will allot and issue the Offer Shares as soon as possible after the grant of Official Quotation of the Shares.

Following the allotment and issue of the Offer Shares, statements illustrating Applicants’ shareholdings in the Company will be despatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

3.12 Application Monies Held on Trust

All Application monies received for the Offer Shares will be held in trust in a bank account established solely for the purpose of depositing Application monies received pursuant to this Prospectus until the Offer Shares are allotted. Application monies will be returned (without interest) if the Offer Shares are not allotted.

3.13 Taxation

The taxation summary contained in this Section 3.13 provides a general overview of the Australian tax implications to Australian tax resident investors who acquire and hold Offer Shares. The summary is not intended to be a complete statement of the possible taxation implications for investors.

The individual circumstances of each Applicant may affect the taxation implications of the investment for that Applicant. It is the responsibility of each Applicant to be satisfied as to the particular taxation treatment that applies to each investment. Persons who are considering making an investment in the Company should seek independent professional advice with respect to the taxation consequences arising from such an investment.

This summary is based on the current Australian taxation law, and administrative practice of the Commissioner of Taxation (Commissioner), as at the date of this Prospectus. However, potential investors should be aware that the law, and the way in which the Commissioner interprets and administers the law, may change at any time, and that the ultimate interpretation of Australian taxation law rests with the courts.

These comments do not apply to Shareholders that are non-Australian tax residents, insurance companies, banks or investors who carry on a business of trading in shares, or hold shares otherwise than on capital account (i.e. on revenue account). Different tax implications apply to these Shareholders.

Australian capital gains tax for Australian tax - resident Shareholders

Australian income tax laws contain a capital gains tax (CGT) regime and Australian tax-resident Shareholders will be subject to the CGT regime on a disposal of Shares.

The cost base used to assess any capital gain or loss on Shares is generally the amount a Shareholder pays to acquire the Shares plus any incidental costs of acquisition and non-capital costs of ownership incurred. A capital gain typically arises when an asset is disposed of and the capital proceeds exceed the cost base of acquiring the asset. Conversely, a capital loss generally arises if the cost base exceeds the capital proceeds received.

LIGHTNING MINERALS PROSPECTUS 56

Capital losses made in the same or prior years can typically be offset against any capital gains (subject to relevant loss recoupment rules). Any remaining net capital gain is included in assessable income and taxed, with the amount of tax payable depending on the individual taxpayer’s tax profile. Where a net capital loss is incurred it may be carried forward and offset against future capital gains subject to the relevant loss recoupment rules.

Disposing of Shares

Applicants who are Australian residents for tax purposes that dispose of Shares may realise a capital gain that may be subject to Australian CGT. Such capital gain would be equal to the capital proceeds received for the disposal of the Shares, less the cost base of the Shares. Complying superannuation entities are entitled to a CGT discount of one-third if the Shares have been owned for at least 12 months at the date that the Shares are disposed of. The net capital gain for individuals or entities acting as trustees of trusts (which have presently entitled beneficiaries) may be reduced by 50% if the Shares were held for at least 12 months immediately prior to the date of disposal (this 50% discount does not apply to companies that hold Shares).

Dividends

Dividends received by Australian tax-resident Shareholders should be included in the assessable income of Shareholders. Generally, Australian tax resident Shareholders will be taxed on the dividends at their relevant marginal tax rate. If the Shareholder is a company, the Shareholder will be taxed at the prevailing company tax rate (currently, 30% for companies with an annual turnover of $50,000,000 or more and 25% for companies with an annual turnover of less than $50,000,000).

Generally, to the extent that the dividends are franked, an amount equal to the franking credits attaching to the dividends will be included in the assessable income of the Australian tax-resident Shareholder. Further, Australian tax-resident Shareholders will generally be entitled to a tax offset equal to the amount of the franking credits on dividends, subject to certain requirements being met.

Certain Shareholders (including individuals and complying superannuation funds) may be entitled to a refund of ‘excess franking credits’ where their tax offset in respect of the franked dividends exceeds their income tax liability. The income tax rate for complying superannuation funds is 15%. Complying superannuation funds generally obtain a tax offset from franked dividends against the fund’s income tax liability, and any excess franking credits may be fully refunded.

A complying superannuation fund 100% in pension phase would be entitled to a full refund of franking credits, as all income of the fund would be attributable to fund’s liability to pay current pensions, and are therefore exempt from income tax.

It is the responsibility of each Applicant to be satisfied as to the particular taxation treatment that applies to each investment. Persons who are considering making an investment in the Company should seek independent professional advice with respect to the tax consequences arising from such an investment.

3.14 Foreign Selling Restrictions and Overseas Applicants

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 not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

The Company has not taken any action to register or qualify the Shares the subject of the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia.

It is the responsibility of any Applicant for Offer Shares that is based in a foreign jurisdiction (outside Australia) to ensure compliance with all laws of any foreign jurisdiction that are relevant and applicable to their Application. The return of a properly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of any applicable foreign jurisdiction laws and that all necessary approvals and consents have been obtained.

LIGHTNING MINERALS PROSPECTUS 57

3.15 Escrow

The following securities on issue as at the date of this Prospectus, or to be issued prior to Admission of the Company’s securities to the Official List of the ASX and Official Quotation of the Shares, are subject to the following escrow restrictions based on the Maximum Subscription:

4,228,750 Shares held by founders and promotors of the Company will be escrowed for a period of 24 months from the date of Admission.
443,000 Shares held by related party seed capitalists will be escrowed for a period of 24 months from the date of Admission.
1,646,950 Shares held by non-related party seed capitalists will be escrowed for a period of 12 months from their date of issue. The shares were issued to the various seed capitalists on 4 May 2022, 24 May 2022 and 12 August 2022.
1,492,050 Shares held or to be held by the Lead Manager (or its nominee/s) will be escrowed for a period of 24 months from the date of Admission.
2,900,000 Shares held or to be held by the Vendors will be escrowed for a period of 12 months from their date of issue, being as follows:

Mount Jewell Project vendor - Buswell-Smith: 20 May 2022;

Mailman Hill Project vendor and Mt Bartle Project vendor - Legendre: 20 May 2022; and

Dundas Project vendor - FMG: the date of Admission.

Escrow agreements in relation to the above Shares will be entered into in accordance with the ASX Listing Rules. Please note that the ASX may determine to increase or reduce the escrow restriction periods that are to apply to the Company’s Shareholders once the Company lodges its application for Official Quotation of the Shares.

It is anticipated that the Shares issued upon the exercise of the 10,200,000 Options based on the Maximum Subscription held (or to be held, as the case may be) by Company’s founders, directors, key management personnel and the Lead Manager (or their nominee/s) will be subject to an escrow period of 24 months from the date of Admission.

It is also anticipated that the Shares issued upon the conversion of the 4,800,000 Performance Rights granted to the Company’s directors and key management personnel (or their nominee/s) will be subject to an escrow period of 24 months from the date of Admission.

The Company has not applied for nor obtained any modifications of, or exemptions from, the ASX Listing Rules pursuant to this Offer.

ASX may require further escrow restrictions once the Company lodges its application for Official Quotation of the Shares.

The Company confirms its ‘free float’ (the percentage of Shares that are not restricted and are held by Shareholders who are not related parties (or their associates) of the Company) at the time of Admission will not be less than 20%, in compliance with ASX Listing Rule 1.1 Condition 7. The Company’s ‘free float’ will be approximately 68% based on the Minimum Subscription and approximately 76% based on the Maximum Subscription (assuming no related parties of the Company or their associates participate in the Offer).

3.16 CHESS

The Company will apply to participate in the Clearing House Electronic Sub-Register System (CHESS) operated by ASX Settlement Pty Ltd (ASX Settlement), a wholly owned subsidiary of ASX, in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules.

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Under this system, the Company will not issue certificates to investors. Instead, investors will receive a statement of their holdings in the Company.

If an investor is broker sponsored, ASX Settlement will send them a CHESS statement. The CHESS statement will set out the number of securities allotted to each investor under the Prospectus, give details of the investor's Holder Identification Number (HIN) and provide the investor an identification number of the sponsor.

Alternatively, if an investor is registered on the issuer sponsored subregister, their statement will be dispatched by the Share Registry and will contain the number of securities allotted under the Prospectus and the investor's Security holder Reference Number (SRN) and their Sponsor Issuer 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 holding changes. A Shareholder may request a statement at any other time, however a charge may be levied for additional statements.

3.17 Professional Advice

The Directors recommend that potential investors, when making an informed assessment of what will be the assets and liabilities, financial position, profits and losses and prospects of the Company should read this Prospectus in its entirety. Potential investors who have any questions about investing in the Company or are in any doubt about any matter relating to the Offer, should seek the advice of their professional advisors.

3.18 Withdrawal

The Company may at any time decide to withdraw this Prospectus and the Offer in which case the Company will return all Application monies without interest at the earliest practicable time.

3.19 ASX Official Quotation

The Company will apply to ASX no later than seven (7) days from the date of this Prospectus for ASX to grant Official Quotation to the Shares issued pursuant to this Prospectus.

If the Shares are not admitted to Official Quotation within three (3) months after the date of this Prospectus, no Shares will be issued. Application monies will be refunded in full without interest at the earliest practicable time.

The fact that the ASX may admit the Company to Official Quotation is not to be taken as an indication of the merits of the Company or the Offer Shares.

If the application for Admission is granted, Official Quotation of the Shares will commence as soon as possible after successful Applicants have been issued their holding statements.

The ASX takes no responsibility for the contents of this Prospectus.

3.20 Placement Fees

The Company reserves the right to pay a fee of up to 6% of the amount subscribed (and accepted by the Company) for an Application for Shares bearing the stamp of a licensed securities dealer or holder of an Australian Financial Services licence (AFSL). Payment will be subject to the receipt of a proper tax invoice from the licensed securities dealer or AFSL holder.

The other estimated expenses of the Offer are referred to in Section 11.6 of this Prospectus.

LIGHTNING MINERALS PROSPECTUS 59

3.21 Loyalty Options Offer

Subject to completion of the Offer and listing on the ASX, it is the Company’s present intention that it will undertake a pro rata non-renounceable entitlement issue of Options to existing Shareholders that are registered as members of the Company on or about the date which is three (3) months from the date that the Company’s Shares are admitted to trading on the Official List.

These Options would be offered under a separate prospectus and it is proposed that, for nil or a nominal issue price per Option, one (1) Option will be granted for every two (2) Shares held by eligible Shareholders on the record date (other than Shares held by Shareholders with a registered address outside of Australia or New Zealand).

It is expected that the Options will be exercisable at $0.25 each with an expiry date approximately five (5) years from the date of issue of the Options.

LIGHTNING MINERALS PROSPECTUS 60

4. BOARD AND CORPORATE GOVERNANCE

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LIGHTNING MINERALS PROSPECTUS 61

4. BOARD AND CORPORATE GOVERNANCE

The Company is very cognisant of investor expectations with respect to governance and communications. In that regard, the Board is constituted of Directors who have extensive skills and experience in both business operations and governance. The Board has a broad base of experiences covering operational, technical, corporate and commercial backgrounds spanning a number of decades across a range of different industries. The Board is well positioned to implement, oversee and monitor the Company’s strategic objectives.

4.1 Board and Key Management Personnel Profiles

CEO

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Experience
Alexander Biggs Mr Biggs is a qualified Mining Engineer, educated at the Western
Australian School of Mines. He has experience in corporate, operations,
consulting and finance, including capital raising, both equity and debt as
well as deal structuring and significant commercial expertise.
Mr Biggs has a strong focus on underground and open pit hard rock
mining in multiple commodities.
He is currently appointed as Non-Executive Director of Metals Australia
Limited (ASX:MLS).
He has held various positions including as Managing Director of Critical
Resources Ltd (ASX: CRR), and other senior roles with Venturex Resources
Ltd, Palisade Capital Corporation, Barrick Gold as well as Principal level
positions in consultancy and advisory capacities.
Role Chief Executive Officer
Location Perth, Western Australia
Independence or Not Independent
affiliations
Legal or disciplinary Alexander has not been the subject of any disciplinary action, criminal
action conviction, personal bankruptcy or disqualification in Australia or
elsewhere in the last 10 years which is relevant or material to the
performance of his duties as a Director or which is relevant to an investor’s
decision as to whether to subscribe for Shares.
Insolvent companies Alexander has not been an officer of a company that has entered into any
form of external administration as a result of insolvency during the time
that he was an officer or within a 12 month period after he ceased to be an
officer.
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LIGHTNING MINERALS PROSPECTUS 62

Board of Directors

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Experience
Peter McNeil Mr McNeil has a B.Sc. in geology, an M.Sc. in geochemistry, forty years
continuous experience as a mineral exploration geologist and thirty-one
years of corporate-commercial experience; he has excellent technical,
commercial, finance (capital raisings & IPOs), general legal (contracts, joint
ventures & RTOs) and stakeholder liaison (indigenous landowners, JV
partners and shareholders).
Technical evaluation & field experience includes exploring for gold,
porphyry copper- gold -molybdenum, polymetallic skarns (zinc –silver –
gold), VHMS deposits (zinc –lead- silver –gold) and minor nickel,
manganese and lithium. Mining experience (as Technical Director)
includes oversight related to the development and operation of 2 small
gold mines in PNG, a gold mine in Tasmania and a silver mine in
Queensland.
Mr McNeil was previously Chairman, MD or a director of three ASX listed
companies (Frontier Resources Ltd, Coppermoly Ltd (ASX:COY) and
Macmin Silver Ltd) and three TSX-V listed companies (New Guinea Gold
Corp, South Pacific Minerals Corp and VanGold Ltd) in addition to one
public unlisted exploration company (Torque Mining Ltd) and has raised
and/or assisted raising approx. US$190M (including JV partner
contributions) and expended it on mineral exploration.
Mr McNeil was a member of the Australian Institute of Geoscientists for
approximately 25 years (currently being reinstated) & Society of Economic
Geologists (for 32 years to 2020).
Role Non-Executive Chairperson
Location Perth, Western Australia
Independence or Independent
affiliations
Legal or disciplinary Peter has not been the subject of any disciplinary action, criminal
action conviction, personal bankruptcy or disqualification in Australia or
elsewhere in the last 10 years which is relevant or material to the
performance of his duties as a Director or which is relevant to an investor’s
decision as to whether to subscribe for Shares.
Insolvent companies Peter has not been an officer of a company that has entered into any form
of external administration as a result of insolvency during the time that he
was an officer or within a 12 month period after he ceased to be an officer.
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LIGHTNING MINERALS PROSPECTUS 63

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Experience
Dr Karen Lloyd BSc (Hons) Geology, MBA, PhD (Mining and Metallurgical Engineering),
FAusIMM.
Dr Lloyd is a geologist, mineral economist and mining engineer with 26
years’ international resource industry experience gained with some of the
major mining, consulting and investment houses globally. She specialises
in mineral asset valuation and provides consulting and advisory in support
of project finance for merger and acquisition activity. She has been
responsible for multi-disciplinary teams covering precious metals, base
metals, industrial minerals and bulk commodities globally. Her PhD
research at the WA School of Mines was focused on the market risk
premium for gold project transactions on the Australian Securities
Exchange.
Dr Lloyd is currently appointed as Non-Executive Director of public
unlisted junior mining exploration company, K2O Potash Corp. Ltd., and
Tungsten Metals Group Ltd, which is a tungsten refining company. She is
employed as Chief Strategy Officer for Genmin Limited (ASX:GEN).
Dr Lloyd is a Fellow of the AusIMM and has the appropriate relevant
qualifications, experience, competence and independence to be
considered a ‘Specialist’ and ‘Competent Person’ under the VALMIN (2015)
and JORC (2012) Codes, respectively.
Role Non-Executive Director
Location Perth, Western Australia
Independence or Not Independent
affiliations
Legal or disciplinary Karen has not been the subject of any disciplinary action, criminal
action conviction, personal bankruptcy or disqualification in Australia or
elsewhere in the last 10 years which is relevant or material to the
performance of her duties as a Director or which is relevant to an investor’s
decision as to whether to subscribe for Shares.
Insolvent companies Karen has not been an officer of a company that has entered into any form
of external administration as a result of insolvency during the time that she
was an officer or within a 12 month period after she ceased to be an officer.
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Experience
Mr Craig Sharpe Mr Sharpe is an investment professional with over 25 years’ experience. He
holds a bachelor of commerce degree specialising in Economics and
Finance. In 2005 he completed an MBA at Monash University.
Mr Sharpe has worked across many areas of the finance industry. This
includes FX, institutional, retail, corporate and management. He spent a
period of time in senior management roles running private client
businesses. Over the 25 years he has advised and worked with many
companies in relation to IPO’s, equity raisings and strategy. More recently,
Mr Sharpe has spent the last 11 years at Macquarie and Bell Potter.
Role Non-Executive Director
Location Melbourne, Victoria
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LIGHTNING MINERALS PROSPECTUS 64

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Experience
Independence or Not Independent
affiliations
Legal or disciplinary Craig has not been the subject of any disciplinary action, criminal
action conviction, personal bankruptcy or disqualification in Australia or
elsewhere in the last 10 years which is relevant or material to the
performance of his duties as a Director or which is relevant to an investor’s
decision as to whether to subscribe for Shares.
Insolvent companies Craig has not been an officer of a company that has entered into any form
of external administration as a result of insolvency during the time that he
was an officer or within a 12 month period after he ceased to be an officer.
Experience
Mr Francesco Cannavo Mr Cannavo is an experienced public company director and entrepreneur
with significant business and investment experience across a number of
industries, including mining and natural resources. He has a strong
network of investors and industry contacts throughout the Asia-Pacific
region and has extensive experience in capital raises, investments and
initial public offerings.
Mr Cannavo has been instrumental in assisting several listed and unlisted
companies achieve their growth strategies through the raising of capital
and the acquisition of assets.
He is currently a Non-Executive Director of mining exploration companies
Golden Mile Resources Ltd (ASX:G88) and Western Mines Group Ltd
(ASX:WMG).
Role Non-Executive Director
Location Melbourne, Victoria
Independence or Not Independent
affiliations
Legal or disciplinary Francesco has not been the subject of any disciplinary action, criminal
action conviction, personal bankruptcy or disqualification in Australia or
elsewhere in the last 10 years which is relevant or material to the
performance of his duties as a Director or which is relevant to an investor’s
decision as to whether to subscribe for Shares.
Insolvent companies Francesco has not been an officer of a company that has entered into any
form of external administration as a result of insolvency during the time
that he was an officer or within a 12 month period after he ceased to be an
officer.
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4.2 Company Secretary

Mr Justyn Stedwell

Justyn Stedwell has over 15 years’ experience acting as an outsourced Company Secretary for ASX listed companies within various industries.

He was previously Company Secretary of former ASX top 200 company Imugene Limited (ASX:IMU) for

LIGHTNING MINERALS PROSPECTUS 65

approximately 10 years and has also served as a Non-Executive Director on several ASX listed company Boards.

He has completed a Bachelor of Commerce (Management & Economics) at Monash University, Graduate Diploma of Accounting at Deakin University and is a graduate of the Governance Institute of Australia.

In 2021 he sold his outsourced company secretary business with approximately 20 listed clients to Automic Group. He is currently the Company Secretary of Spenda Limited (ASX:SPX).

Justyn is based in Melbourne, Victoria.

4.3 Disclosure of Directors and Company Secretary’s Interests

4.3.1 Directors’ and Company Secretary’s Interests

Other than as set out below or elsewhere in this Prospectus, no Director and no firm in which a Director is a partner, has an interest in the promotion or in property proposed to be acquired by the Company or in connection with the Company’s formation or promotion. Other than as set out below or elsewhere in this Prospectus, no amounts have been paid or agreed to be paid (in cash, Shares or otherwise) to any Director or any firm in which any Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in which he is a partner in connection with the formation or promotion of the Company.

As at the date of this Prospectus and on completion of the Offer, assuming the Directors and Company Secretary do not participate in the Offer, the Directors and Company Secretary will have relevant interests in Shares and Options as set out in the table below:

KMP	Ordinary Shares	Options 1	Performance Rights 2
Mr Alexander Biggs	Nil	500,000	1,745,454
Mr Peter McNeil 3	Nil	500,000	436,364
Dr Karen Lloyd	Nil	1,400,000	1,745,454
Mr Craig Sharpe 4	750,000	1,400,000	436,364
Mr Francesco Cannavo 5	3,100,000	1,400,000	436,364
Company Secretary
Mr Justyn Stedwell	Nil	Nil	Nil
Total	3,850,000	5,200,000	4,800,000

Notes / Assumptions:

The Options issued to the Key Management Personnel vest immediately and have an exercise price of $0.25 and an expiry date of 5 years from the date of the Company’s admission to the official list of ASX. Refer to Section 3 for further information in relation to the terms of the Options issued to the CEO and Directors.
Refer to Section 4.3.2 for the terms and conditions of the Performance Rights granted to the CEO and Directors.
Mr Peter McNeil’s entitlement to the relevant number of Options and Performance Rights have been issued or granted to Mrs Paige McNeil, who is an associate of Mr Peter McNeil.
Mr Craig Sharpe’s interests in 750,000 Shares are held jointly with his associate, Dr Michelle Sharpe .
Mr Craig Sharpe’s entitlement to the relevant number of Options and Performance Rights have been issued or granted to his associated entity, Mano Asset Management Pty Ltd
Mr Francesco Cannavo’s interests in 3,000,000 Shares are held by his associated entity, Apertus Capital Pty Ltd. Mr Francesco Cannavo’s interests in 100,000 Shares are held by his associated entity, Ancan Investments Pty Ltd .
Mr Francesco Cannavo’s entitlement to the relevant number of Options and Performance Rights have been issued or granted to his associated entity, Apertus Capital Pty Ltd.

LIGHTNING MINERALS PROSPECTUS 66

4.3.2 Terms and Conditions of the Performance Rights granted to CEO and Directors

Set our below are the terms and conditions of the Performance Rights granted to the CEO and Directors.

The Company has submitted an Application for In-Principle Advice to ASX seeking confirmation that the terms of the Performance Rights are appropriate and equitable under ASX Listing Rule 6.1. As at the date of this Prospectus, ASX has not made a determination in relation to this Application for In-Principle Advice.

4.3.2.1 Performance Milestones and Expiry Date

The Performance Rights shall be subject to the following performance milestone conditions (Milestones) and shall have the following expiry dates:

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Class of Performance Right Vesting Conditions Expiry Date
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Class of Performance Right	Vesting Conditions	Expiry Date

Class A	Performance Rights will vest and become exercisable on the later of: a) 12 months from the date of the Company’s admission to the official list of the ASX; and b) the Company’s shares achieving a volume weighted average price per Share (as defined below) of 25% greater than the Company’s IPO subscription price, calculated over any 20 consecutive trading days on which the shares have actually traded on ASX.	On or before the date that is 5 years from the date of issue.

4.3.2.2 Notification to holder

The Company shall notify the holder in writing when the Milestones have been satisfied.

4.3.2.3 Conversion

Subject to Section 4.3.2.17 below, upon satisfaction of the Milestones, and the issue of the notice referred to in Section 4.3.2.2 above, each Performance Right will, at the election of the holder, convert into one fully paid ordinary share in the Company (each a Share). Conversion of the Performance Rights can be made by the holder providing a written notice to the Company. The holder must exercise their right of conversion by no later than 3 months following the date of satisfaction of the Milestones, failing which the unexercised Performance Rights will lapse.

4.3.2.4 Conversion on change of control

Subject to Section 4.3.2.17 below and notwithstanding whether the Milestones have not been satisfied, upon the occurrence of either:

a) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company having received acceptances for more than 50% of the Company’s Shares on issue and being declared unconditional by the bidder; or

b) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies (whereby more than 50% of the Company’s Shares on issue are acquired by a party who does not control the Company at the time the Performance Rights are granted).

the Performance Rights shall automatically convert into Shares, provided that if the number of Shares that would be issued upon such conversion is greater than 10% of the Company’s Shares on issue as at the date of conversion, then that number of Performance Rights that is equal to 10% of the Company’s

LIGHTNING MINERALS PROSPECTUS 67

Shares on issue as at the date of conversion under this section will automatically convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of Performance Rights then on issue as well as on a pro rata basis for each holder of Performance Rights. Performance Rights that are not converted into Shares under this section will continue to be held by the holders on the same terms and conditions.

4.3.2.5 Lapse of a Performance Right

Any Performance Right that has not been converted into a Share prior to the Expiry Date specified in Section 4.3.2.1 will automatically lapse.

4.3.2.6 Fraudulent or dishonest action

If a holder (or the relevant associate) ceases to be an employee or director of the Company in circumstances where the cessation or termination is specifically referenced to the holder (or the relevant associate of the holder) having been found to have acted fraudulently or dishonestly in the performance of his or her duties, then:

a.the Board must deem any unvested Performance Rights of the holder to have immediately lapsed and be forfeited; and
b.any Performance Rights that have vested will continue in existence in accordance with their terms of issue.

4.3.2.7 Ceasing to be an employee or Director

If a holder (or the relevant associate of the holder) ceases to be an employee or director of the Company in circumstances where the cessation or termination arises because the holder (or the relevant associate of the holder):

a.voluntarily resigns his or her position (other than to take up employment with a subsidiary of the Company);
b.wilfully breaches the terms of the engagement of the holder (or the relevant associate of the holder) or any policy of the Company’s published policies regulating the behaviour of holder (or the relevant associate of the holder);
c.is convicted of a criminal offence which, in the reasonable opinion of the Company, might tend to injure the reputation or the business of the Company; or
d.is found guilty of a breach of the Corporations Act and the Board considers that it brings the holder (or the relevant associate of the holder) or the Company into disrepute, then:
e.unless the Board decides otherwise in its absolute discretion, the Board will deem any unvested Performance Rights of the holder to have immediately lapsed and be forfeited; and
f.any Performance Rights that have vested will continue in existence in accordance with their terms of issue.

4.3.2.8 Other circumstances

The Performance Rights will not lapse and be forfeited where the holder (or the relevant associate of the holder) ceases to be an employee or director of the Company for one of the following reasons:

a.death or total permanent disability (in respect of total permanent disability being that because of a sickness or injury, the holder (or the relevant associate of the holder) is unable to work in his or her own or any occupation for which they are suited by training, education, or experience for a continuous period beyond one year);
b.redundancy (being where the holder (or the relevant associate of the holder) ceases to be an employee or director due to the Company no longer requiring the holder’s (or the relevant associate’s) position to be performed by any person); or
c.any other reason, other than a reason listed in Sections 4.3.2.6 and 4.3.2.7 (not including Section 4.3.2.7(a), in which case the Board may exercise its absolute discretion to allow the resigned to retain their Performance Rights), that the Board determines is reasonable to permit the holder (or the relevant associate of the holder) to retain his or her Performance Rights, and in those circumstances the Performance Rights will continue to be subject to the Milestones.

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4.3.2.9 Share ranking

All Shares issued upon the conversion of Performance Rights will upon issue rank pari passu in all respects with existing Shares.

4.3.2.10 Application to ASX

The Performance Rights will not be quoted on ASX.

4.3.2.11 Timing of issue of Shares on Conversion

Within five (5) business days after the date that Performance Rights are converted, the Company will:

a.issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;
b.if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
c.if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the conversion of the Performance Rights.

If a notice delivered under Section 4.3.2.11(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 business days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

4.3.2.12 Restriction on Transfer or Disposal of Shares

If the Company is unable to give ASX a notice that complies with Section 708A(5)(e) of the Corporations Act, Shares issued on conversion of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to Section 708A(11) of the Corporations Act

Except as set out in the Company’s share trading policy and applicable laws, no other specific disposal restrictions apply to the Shares that are issued or transferred as a result of the conversion of the Performance Rights.

4.3.2.13 Transfer of Performance Rights

The Performance Rights are not transferable.

4.3.2.14 Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

4.3.2.15 Reorganisation of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

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4.3.2.16 Dividend and Voting Rights

The Performance Rights do not confer on the holder an entitlement to vote on any resolutions proposed by the Company (except as otherwise required by law) or receive dividends.

4.3.2.17 Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right would result in any person being in contravention of Section 606(1) of the Corporations Act (General Prohibition) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

a.holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and
b.the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in Section 4.3.2.17(a) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

4.3.2.18 No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

4.3.2.19 Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

4.3.2.20 Tax Deferral

For the avoidance of doubt, Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) will apply (subject to the conditions in that Act) to the Performance Rights.

4.3.2.21 No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

4.3.2.22 ASX Listing Rule compliance

The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules.

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4.4 Related Party Transactions

Related parties of the Company relevantly include the Directors and entities controlled by Directors. Chapter 2E of the Corporations Act prohibits a public company or an entity that it controls from giving a financial benefit to a related party of the public company unless either the giving of the financial benefit falls within one of the nominated exceptions to the prohibition, or shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

One of the nominated exceptions to the prohibition is where the financial benefit is reasonable in the circumstances if the public company or entity and the related party were dealing at arm’s length.

Except where indicated below, the following contracts or transactions with related parties have been determined by Directors who do not have a material personal interest in the matter to fall within the arm’s length exception, and constitute reasonable remuneration for the purposes of Part 2E.1 of the Corporations Act.

4.4.1 Agreements with Directors

The Company has entered into a CEO Employment Agreement with Mr Alexander Biggs and Director’s Service Agreements with each of the Directors.

The remuneration payable by the Company under such agreements to the CEO and each Director is as follows:

Mr Alexander Biggs (Chief Executive Officer): $220,000 per annum (plus superannuation);
Mr Peter McNeil (Non-Executive Chairman): $50,000 per annum (plus superannuation) Dr
Karen Lloyd (Non-Executive Director): $50,000 per annum (plus superannuation)

Mr Craig Sharpe (Non-Executive Director): $50,000 per annum (plus superannuation).

Mr Francesco Cannavo (Non-Executive Director): $50,000 per annum (plus superannuation).

The CEO and Directors shall also be entitled to Options and Performance Rights.

For more information on the CEO Employment Agreement and Director’s Service Agreements, please refer to Section 10 of this Prospectus.

4.4.2 Performance Rights granted to CEO and Directors

The Company considers it necessary and appropriate to further remunerate and incentivise its CEO, Mr Alexander Biggs, and its Directors, Mr Peter McNeil, Dr Karen Lloyd, Mr Craig Sharpe and Mr Francesco Cannavo (together, the KMP Parties) to achieve the Milestones (as set out in Section 4.3.2) for the following reasons:

the grant of Performance Rights to the KMP Parties will align the interests of the KMP Parties with those of Shareholders;
the grant of the Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the KMP Parties;
it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights on the terms proposed; and
it is considered that the number of Performance Rights issued will not have a significant impact on other Shareholders where those Milestones are achieved.

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The number of Performance Rights issued to the KMP Parties was determined based upon a consideration of current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company; the remuneration of the KMP Parties; and incentives to attract and retain the services of the KMP Parties who have appropriate knowledge and expertise for the Company’s requirements, while maintaining the Company’s cash reserves.

The Company considers that KMP Parties will play a key role in the achievement of the Milestones attaching to the class of Performance Rights.

In addition to the above, regard was also had to the principles and guidance articulated in ASX Guidance Note 19 with respect to the issue of performance based securities.

The Board considers the number of Performance Rights to be appropriate and equitable for the following reasons:

the Performance Rights are consistent with ASX’s policy regarding the base requirements for performance securities, which are detailed in Section 9 of ASX Guidance Note 19;
the number of Shares into which the Performance Rights will convert if the Milestones are achieved (being 4,800,000 Shares) is fixed (one for one) which allows investors and analysts to readily understand and have reasonable certainty as to the impact on the Company’s capital structure if the Milestones are achieved;
there is an appropriate link between the Milestones and the purposes for which the Performance Rights are being issued and the conversion Milestones are clearly articulated by reference to objective criteria;
there is an appropriate link to the benefit of Shareholders and the Company at large through the achievement of the Milestones, which have been constructed so that satisfaction of the Milestones will be consistent with increases in the value of Company’s business;
the Performance Rights equate to 9.91% of the Company’s issued ordinary share capital as at the time of Admission if the Maximum Subscription is achieved. In the event that less than the Maximum Subscription is raised, the Performance Rights will be reduced proportionately for each holder such that the total Performance Rights will total, in aggregate, 9.91% of the issued ordinary share capital of the Company at Admission.
the Performance Rights have an expiry date by which the Milestones are to be achieved and, if the Milestones are not achieved by that date, the Performance Rights will lapse.
The 4,800,000 Performance Rights issued to the KMP Parties will convert into 4,800,000 Shares if the Milestones are met. This would increase the number of Shares on issue from 35,482,000 to 40,282,000 Shares (assuming the Minimum Subscription is raised and assuming that no other Shares are issued and no other convertible securities vest or are exercised) or from 48,432,000 to 53,232,000 (assuming Maximum Subscription), with the effect that the shareholding of Shareholders (other than the KMP Parties) would be diluted by approximately 9.02% (based on Minimum Subscription) and 9.02% (based on Maximum Subscription) by the KMP Parties.

4.5 Corporate Governance

4.5.1 Role of the Board

The Board is responsible for the following principal matters:

the strategic direction of the Company;

overseeing, negotiating and implementing the significant capital investments and material transactions entered into by the Company;

LIGHTNING MINERALS PROSPECTUS 72

management goals and the Company’s policies;

monitoring and reviewing the financial and operational performance of the Company;

risk management strategy and review; and

future expansion of the Company’s business activities.

Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following:

Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board;
Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company;

Overseeing Planning Activities: developing the Company’s strategic plan;

Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company;
Monitoring, Compliance and Risk Management: developing the Company’s risk management, compliance, control and accountability systems and monitoring and directing the financial and operational performance of the Company; and
Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and other reporting.

The Board has adopted a Board Charter which sets out its responsibilities, processes and duties of the Board in greater detail.

4.5.2 ASX Corporate Governance Principles and Recommendations

The Board is committed to principles of best practice in corporate governance.

The Board will conduct itself in accordance with the ASX Corporate Governance Principles and Recommendations, 4th Edition (2019) as issued by the ASX Corporate Governance Council (ASX Principles and Recommendations), to the extent that such principles and recommendations are applicable to an entity of the size and structure of the Company.

The Company has formulated its own corporate governance policies and practices using the ASX Principles and Recommendations as a guide.

The Board will review on an ongoing basis the corporate governance policies and structures that the Company has in place to ensure that these are appropriate for the size and structure of the Company and nature of its activities, and that these policies and structures continue to meet the corporate governance standards that the Board is committed to.

Summary of Company’s position in relation to ASX Principles and Recommendations:

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ASX Principle And Company’s Position
Recommendation
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ASX Principle And Recommendation	Company’s Position

Principle 1 – Lay solid foundations for management and oversight	The Role of the Board The Board is responsible for, and has the authority to determine, all matters relating to strategic direction, policies, practices, management goals and the operations of the Company. The Role of Management It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties. The Company’s officers and management have all entered into service contracts which outline the responsibilities of each of the company’s officers and of management personnel when performing their roles for the Company.
Principle 2 – Structure the Board be effective and add value and add value	At the date of this Prospectus, the Company has four directors, being Mr Peter McNeil, Mr Craig Sharpe, Dr Karen Lloyd and Mr Francesco Cannavo. The Board is an appropriate size to effectively and efficiently oversee the management and operations of the Company, based on the present size of the Company’s activities. The Board is responsible for the nomination and selection of Directors. Given the size of the Company and the nature of its operations, the Board does not believe it to be appropriate to establish a nomination committee at this time. The composition of the Board, its performance and the appointment of new Directors will be reviewed periodically by the Board, taking advice from external advisors where considered appropriate.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly	Code of Conduct The Board has established a_Code of Conduct_for the Board. The Board is committed to meeting their responsibilities under the Constitution and Corporations Act when carrying out their functions as company officers. Diversity Policy The Board has established a_Diversity Policy_in accordance with the ASX Principles and Recommendations and will endeavour to provide for appointments to the Board and Company in accordance with the_Diversity_ _Policy_as the Company develops and grows. Securities Trading Policy The Company has adopted a_Securities Trading Policy_for Directors, officers and employees of the Company. The purpose of the_Securities Trading Policy_is to reduce the risk of insider trading and ensure that the Company’s Directors, officers and employees are aware of the legal restrictions on trading in Shares whilst in possession of undisclosed information concerning the Company.

LIGHTNING MINERALS PROSPECTUS 74

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ASX Principle And Company’s Position
Recommendation
Principle 3 – Instil a culture The Securities Trading Policy sets out when trading in Shares by Directors,
of acting lawfully, ethically officers and employees of the Company is not permitted. Restrictions on
and responsibly trading are imposed by the Company to reduce the risk of insider trading
and to minimise the chance that misunderstandings or suspicions arise
that the Company’s directors, officers, or employees are trading while in
possession of undisclosed information concerning the Company.
Reporting Unethical or Illegal Practices
Company policy requires employees who are aware of unethical or illegal
practices to report these practices to management. Any reports of
unethical or illegal practices are investigated by the Board. Reporters of
unethical practices may remain anonymous.
Principle 4 – Safeguard The Company has established an Audit and Risk Committee which shall
integrity in corporate be responsible for monitoring and reviewing financial reporting by the
reporting Company.
The Company has adopted a Charter for the Audit and Risk Committee
which sets out the committee’s responsibilities, procedures, guidelines
and composition.
Principle 5 – Make timely The Company has adopted a Communication and Disclosure Policy to
and balanced disclosure ensure compliance with its disclosure obligations under the ASX Listing
Rules.
To comply with the ASX Listing Rules, the Company intends to
immediately notify the ASX of information:
concerning the Company that a reasonable person would expect to
have a material effect on the price or value of the Company’s securities;
and
that would, or would be likely to, influence persons who commonly
invest in securities.
The Communication and Disclosure Policy includes processes designed to
ensure that Company information:
is disclosed in a timely manner;
is factual;
does not omit material information; and
is expressed in a clear and objective manner that allows the input of
the information when making investment decisions.
The Company is committed to ensuring all investors have equal and
timely access to material information concerning the Company.
Accordingly, in following and adhering to its Communications and
Disclosure Policy the Company will comply with its continuous disclosure
obligations.
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ASX Principle And Recommendation	Company’s Position
Principle 6 – Respect the rights of security holders	The Board is committed to ensuring that Shareholders receive information relating to the Company on a timely basis and shall endeavour to keep Shareholders well informed of all material developments of the Company. The Board has adopted a_Communications and Disclosure Policy_, and as part of this policy, will ensure that all relevant announcements and documents are published on the Company’s website in a prompt fashion. The Company will respect the rights and entitlements of Shareholders under the Constitution and the Corporations Act.
Principle 7 – Recognise and manage risk	all major sources of potential opportunity for harm to the Company (both existing and potential) are identified, analysed and treated appropriately; business decisions throughout the Company appropriately balance the risk and reward trade off; regulatory compliance and integrity in reporting is achieved; and the Company’s good standing with its stakeholders continues. The Company has established an_Audit and Risk Committee_which shall be responsible for monitoring, identifying and managing risks, and ensuring that these risk identification and management procedures are implemented and followed. The_Audit and Risk Committee_has adopted a Charter. The Company has also adopted a_Risk Management Policy_designed to ensure:
Principle 8 – Remunerate fairly and responsibly	The Board is responsible for the Company’s remuneration policy and has adopted a_Nomination and Remuneration Policy_which outlines the processes by which the Board shall review officer and management remuneration. The Company has provided disclosure of a summary of its remuneration policies for the Directors in this Prospectus. The Company is committed to remunerating its officers and executives fairly and to a level which is commensurate with their skills and experience and which is reflective of their performance. Further disclosure of officer and executive remuneration will be made in accordance with the ASX Listing Rules and the Corporations Act.

Under the ASX Listing Rules, the Company will be required to provide a Corporate Governance Statement on its website or in its annual report disclosing the extent to which it has followed the ASX Recommendations and Principles in the reporting period. Where the Company does not follow an ASX Recommendation and Principle, it must identify the ASX Recommendation and Principle that has not been followed and give reasons for the departure. Except as set out above, the Board does not anticipate that the Company will depart from the ASX Recommendations and Principles, however, it may do so in the future if it considers that such a departure would be reasonable.

LIGHTNING MINERALS PROSPECTUS 76

4.6 Substantial Shareholders

As at the date of this Prospectus, the following Shareholders hold 5% or more of the total number of Shares currently on issue in the Company:

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Holder No. of Shares No. of Options % (undiluted)
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Holder	No. of Shares	No. of Options	% (undiluted)*

Apertus Capital Pty Ltd (and associates)**	3,100,000	1,400,000	30%
Leggetts Lane Capital Pty Ltd	1,250,000	Nil	12.1%
Bruce Legendre	1,000,000	Nil	9.7%
Craig Sharpe and Michelle Sharpe Monkey Super Fund>	750,000	1,400,000	7.3%

*Assuming that no Options are exercised and no Performance Rights have converted into Shares.

**Apertus Capital Pty Ltd and Ancan Investments Pty Ltd are associates of Mr Francesco Cannavo.

On completion of the Offer, the following Shareholders will hold 5% or more of the total number of Shares on issue in the Company (based on the Minimum Subscription):

Holder	No. of Shares	No. of Options	% (undiluted)*
Apertus Capital Pty Ltd (and associates)**	3,100,000	1,400,000	8.74%

*Assuming that no Options are exercised and no Performance Rights have converted into Shares.

**Apertus Capital Pty Ltd and Ancan Investments Pty Ltd are associates of Mr Francesco Cannavo.

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5. RISK FACTORS

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5. RISK FACTORS

The exploration and development of natural resources is a speculative activity that involves a high degree of risk. Whilst the Company has sought to acquire interests in projects which have identified prospective mineral targets, there is no guarantee that such projects will generate commercial returns for the Company and its Shareholders. Therefore, the Offer Shares to be issued pursuant to this Prospectus are a speculative investment.

The following summary explains some of the risks associated with investment in the Company and which may impact the financial performance of the Company. However, potential investors should read this Prospectus in its entirety and consult their professional advisors before applying for Offer Shares under this Prospectus. The list of risk factors outlined here is not exhaustive.

Neither the Company, nor its Directors nor any of its professional advisors give any form of guarantee on future dividends, return on capital or the price at which the Shares might trade on ASX.

Investors should consider the non-exhaustive list of risks associated with investing in the Company that are outlined below, and consult with their advisors before making an investment in the Company.

5.1 Company-Specific Risk Factors

a) Tenure and Access

Mining and exploration tenements (assuming all are granted) are subject to periodic renewal. There is no guarantee that current or future tenements and/or applications for tenements will be approved.

The Tenement Assets are subject to the Mining Act and the Mining Regulations. The renewal of the term of a granted tenement is also subject to the discretion of the Minister for Mines, the Company’s ability to meet the conditions imposed by relevant authorities including compliance with the Company’s work program requirements which, in turn, is dependent on the Company being sufficiently funded to meet those expenditure requirements. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the Projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

Although the Company has no reason to believe that the Tenement Assets will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant granting authority. The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be significant.

Please refer to the Independent Solicitor’s Report on Tenements in Section 9 for further details.

b) Grant of Tenement Applications

As at the date of this Prospectus, Mineral Licence Applications E53/2151, E53/2147 and E53/2159 (together, the Tenement Applications) are pending grant from the Minister for Mines. There is no guarantee that the Tenement Applications will be granted, or if they are granted, that they will be granted in their entirety.

There is a risk that such applications could be deemed invalid for non-compliance with the Mining Act 1981 (WA) in the event that the applicant for such licences has submitted a non-compliant s. 58 statement. An application for an exploration licence must be accompanied by a statement under s. 58(1) of the Mining Act setting out the proposed method of exploration, details of the programme of work proposed to be carried out and estimate of money proposed to be spent and exploration and technical and financial resources available to the applicant. A recent warden’s decision in True Fella Pty Ltd v Pantoro South Pty Ltd [2022] WAMW 19 has adopted a ‘strict compliance’ position on these technical

LIGHTNING MINERALS PROSPECTUS 79

requirements and if such approach is followed in assessment of the exploration licence applications for the Mt Bartle Project then there is a risk such applications would not be granted.

If the Tenement Applications are not granted, the Company will not acquire an interest in these tenements.

c) Tenements – Rent and Expenditure

The Dundas Project vendor and the Mount Jewell Project vendor have not met the minimum expenditure commitments for certain Tenements comprised in the Dundas Project (E28/3027, E28/3028, E63/1993 and E63/2028) and the Mount Jewell Project (E27/566), respectively. There is a risk that those Tenements for which an exemption was not sought correctly may be liable for forfeiture for underexpenditure. There are potential risks that a third party will object to an exemption application and/or that the exemption application will be refused. Refusal of an exemption application may lead to Ministerial forfeiture proceedings or forfeiture proceedings being brought by a third party, which may result in a fine being imposed or, if the non-compliance with the expenditure condition is of sufficient gravity, may result in tenements being forfeited.

Please refer to Section 9 (Solicitors Report on Tenements) for further information.

d) Crown Land

Some of the land the subject of the Tenements overlaps Crown land. The Mining Act imposes prohibitions on prospecting, exploration and mining activities and restrictions on access to certain parts of mining tenements that overlap Crown land without the prior agreement of the occupier which commonly involves the tenement holder paying compensation to the occupier of the Crown land. The vast majority of the Tenement areas are within unallocated Crown land, however. Although the Company will be able to undertake its proposed activities on those parts of the granted Tenements not covered by the prohibitions and pass over those parts of the Tenements to which the restrictions do not apply immediately upon listing on ASX, the Company will need to enter into access and compensation agreements with the occupiers of the Crown land in the event further exploration activities are required on other areas of the Tenements which are subject to prohibitions or restrictions. Please refer to Section 9 (Solicitors Report on Tenements) for further information.

e) Pastoral Leases

The Company’s Projects overlap several pastoral leases. The Mining Act and Mineral Titles Act (together Mining Legislation) prohibits or imposes restrictions on exploration activities on or near Crown Land (which includes pastoral leases). The holder of a mining tenement must pay compensation to the pastoral lessee for any damage or loss suffered by the lessee arising from any exploration activities. The Company is not aware of any improvements and other features on the land the subject of the pastoral leases which the Projects overlap, which would require the Company to obtain the consent of the occupier or leaseholder or prevent the Company from undertaking its proposed exploration activities on the Tenements. Please refer to Section 9 (Solicitors Report on Tenements) for further information.

f) Limited History

The Company was incorporated in December 2021 and therefore has a limited operating and financial history on which to evaluate its business and prospects. The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viability through successful exploration on, or mining development of the Tenement Assets. Until the Company is able to realise value from the Tenement Assets, it is likely to incur operational losses.

g) Dilution Risk

As at the date of this Prospectus, the Company has 10,332,000 Shares on issue (based on holdings of current Shareholders) and 5,200,000 Options on issue. Each Option entitles the holder to subscribe for one (1) Share at an exercise price of $0.25.

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In addition, upon completion of the Offer the Lead Manager shall be entitled to be issued between 3,800,000 Options (based on Minimum Subscription being raised) and 5,000,000 Options (based on Maximum Subscription being raised). Each Option will entitle the holder to subscribe for one (1) Share at an exercise price of $0.25.

The Directors (or their associate/s) hold 4,800,000 Performance Rights which, subject to the Milestones being achieved, shall entitle holders to be issued up to 4,800,000 Shares.

If the Options on issue, or to be issued, are exercised by the holders, and the Performance Rights become exercisable, then this will result in further shares being issued in the capital of the Company and result in further dilution for the Shareholders of the Company.

In addition, the holdings of existing Shareholders may be further diluted in the future as a result of any future equity capital raisings that are required to be undertaken by the Company in order to fund future exploration activities or business activities of the Company.

h) Competition Risk

The mineral exploration industry in which the Company will be involved is subject to domestic and global competition. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors. Many of the Company’s competitors may have access to more substantial resources than the Company and may be able to more efficiently undertake exploration and development activities. The activities or actions of the Company’s competitors may adversely affect the financial and operating performance of the Company. Therefore, there can be no assurance that the Company will be able to compete effectively with its competitors.

i) Ongoing Funding Requirements

The Company has no operating revenue and is unlikely to generate any operating revenue until the Tenement Assets are successfully developed and production commences (if at all). The future capital requirements of the Company will depend on many factors including its business development activities. Notwithstanding this, the Company anticipates that its existing financial resources, along with the proceeds generated under the Offer, will be sufficient to enable it to carry out its planned business operations for the first two (2) years following Admission.

However, in order to successfully develop the Tenement Assets, further funding may be required in the future. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price (or Offer Price) or may involve restrictive covenants which limit the Company’s operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.

There is no guarantee that additional capital or funding, if and when required, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities, which may have a material adverse effect on the Company.

j) Potential Acquisitions

The Company may pursue and assess other new business opportunities in the resource sector. These new business opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, and/or direct equity participation.

Such transactions (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence or prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or be successful. If the proposed transaction is not completed, monies advanced may not be recoverable, which may have a material adverse effect on the Company.

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If such transactions are undertaken, the Directors will need to reassess at that time, the funding allocated to current projects and new projects, which may result in the Company reallocating funds from other projects and/or raising additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new transaction/business activities will remain.

k) Reliance on Key Personnel and Consultants

The Company is reliant on a number of key personnel and consultants, including members of the Board, who will be engaged to conduct the different aspects of exploration and mining activities. The loss of one or more key contributors or the failure of any equipment used by these persons could have an adverse impact on the Company’s business, activities and operating results.

It may be particularly difficult for the Company to attract and retain suitably qualified and experienced personnel if at the time there is high demand in the industry for such personnel, and having regard to the relatively small size of the Company compared with other industry participants.

l) Returns Not Guaranteed

There is no guarantee of any income distribution or capital return on the Shares nor is there a guarantee of repayment of capital amounts. Shareholders will not be entitled to any guaranteed distributions of profits or capital.

There is no guarantee that distributions will be at a certain level or that there will be distributions at all.

m) Valuation of Tenement Assets

The Company has not obtained a valuation of the Tenement Assets that it has acquired. The Company makes no representation as to the value of the Projects. The value is unknown and investors and their advisors should be aware of this when considering whether to acquire Offer Shares.

n) Counterparty Risk

The Company has entered into a number of commercial agreements with third parties and may enter into further contracts. There is a risk that the counterparties may not meet their obligations under those agreements.

The ability of the Company to achieve its stated objectives will depend on the performance by the counterparties, with whom the Company has contracted with, or will contract with, of their obligations under the relevant agreements. If any party defaults in the performance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

o) No JORC Code compliant exploration target or resource

There are no exploration targets or resources, as defined under the JORC Code, in relation to the Tenements or any of the Company’s assets and there is no guarantee that any exploration targets or resources as defined under the JORC Code in relation to the Tenements or any of the Company’s assets will be achieved in the future.

5.2 Industry-Specific Risk Factors

The success of the Company’s business is directly related to future mineral exploration activities. The profitability (if any) of the Company’s exploration activities will be dependent on the success of the results of exploration on the current and any future exploration assets of the Company and, if possible, the successful commercial exploitation of these assets.

Factors which may affect the Company’s financial position, prospects and the price of its listed securities include the following:

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a) Nature of Mineral Exploration and Mining

The business of mineral exploration, development and production is subject to risk by its nature. The Tenement Assets are at an early stage of exploration and potential investors should understand that mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards.

The success of the Company depends, among other things, on successful exploration and/or acquisition of reserves, securing and maintaining title to tenements and consents, successful design, construction, commissioning and operating of mining and processing facilities, successful development and production in accordance with forecasts and successful management of operations. Exploration and mining activities may also be hampered by force majeure circumstances, land claims and unforeseen mining problems.

There is no assurance that exploration and development of the Tenement Assets, or any other projects that may be acquired in the future, will result in the discovery of mineral deposits which are capable of being exploited economically (if at all). Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited. If such commercial viability is never attained, the Company may seek to transfer its property interests or otherwise realise value, or the Company may even be required to abandon its business and fail as a “going concern”.

Whether a mineral deposit (if defined) will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure, commodity prices, which fluctuate widely, and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, exporting of minerals and environmental protection. The combination of these factors may result in the Company expending significant resources (financial and otherwise) on the Tenement Assets without receiving a return. There is no certainty that expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries of an economically viable mineral deposit.

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

b) Results of Studies

Subject to the results of any future exploration and testing programs, the Company may progressively undertake a number of studies in respect to the Tenement Assets or any new exploration projects that the Company may acquire. These studies may include scoping studies, pre-feasibility studies and bankable feasibility studies.

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

Further, even if a study determines the economics of the Tenement Assets, there can be no guarantee that the projects will be successfully brought into production as assumed or within the estimated parameters in the feasibility study, once production commences including but not limited to operating costs, mineral recoveries and commodity prices. In addition, the ability of the Company to complete a study may be dependent on the Company’s ability to raise further funds to complete the study if required.

c) Resource and Reserve Estimates

Ore Reserve and Mineral Resource estimates are expressions of judgment based on drilling results, past experience with mining properties, knowledge, experience, industry practice and many other factors.

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Estimates which are valid when made may change substantially when new information becomes available. Mineral Resource and Ore Reserve estimation is an interpretive process based on available data and interpretations and thus estimations may prove to be inaccurate.

The actual quality and characteristics of ore deposits cannot be known until mining takes place and will almost always differ from the assumptions used to develop resources. Further, Ore Reserves are valued based on future costs and future prices and, consequently, the actual Ore Reserves and Mineral Resources may differ from those estimated, which may result in either a positive or negative effect on operations.

Should the Company encounter mineralisation or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Company’s operations.

d) Operational Risks

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

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

e) Mine Development

Possible future development of mining operations on the Tenement Assets or other tenements applied for or acquired by the Company is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production on any existing or future projects, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Company. No assurance can be given that the Company will achieve commercial viability through the development of existing or future projects.

f) Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as identifying a metallurgical process through test wok to produce a saleable metal and/or concentrate; developing an economic process route to produce a metal and/or concentrate; and changes in mineralogy in the deposit can result in inconsistent metal recovery, affecting the economic viability of the Tenement Assets.

g) Economic Risk and Price of Commodities

The Company’s ability to proceed with the development of its projects and benefit from any future mining operations will depend on market factors, some of which may be beyond its control. It is

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anticipated that any revenues derived from the Company’s exploration activities will primarily be derived from the sale of lithium, nickel, gold and/or base metals. Consequently, any future earnings are likely to be closely related to the price of those commodities and the terms of any off-take agreements that the Company enters into.

The price of lithium, nickel, gold and/or base metals assets are subject to many variables and may fluctuate markedly. These variables include the global physical and investment demand for, and supply of, those commodities, forward selling by producers and production cost levels in major mineralproducing regions. Mineral prices are also affected by macroeconomic factors such as general global economic conditions and expectations regarding inflation and interest rates. Fluctuations in the prices of the commodities, which the Company is targeting in its exploration activities may influence individual projects in which the Company has an interest and the price of the Company’s shares.

Further, commodities are principally sold throughout the world in US dollars, therefore any fluctuations in the exchange rate between Australian and US dollars could adversely affect the Company’s financial position, performance and prospects. These factors may have an adverse effect on the Tenement Assets and the Company’s activities as well as its ability to finance future projects and activities. The Company may undertake measures, where deemed necessary by the Board, to mitigate such risks.

h) Access to Land Not Guaranteed

Immediate access to the Tenement Assets, cannot in all cases, be guaranteed. The Company may be required to seek the consent of landholders or other persons or groups with an interest in the real property encompassed by the Tenement Assets. Compensation may be required to be paid by the Company to landholders to allow the Company to carry out exploration and/or production activities. Although the Company has not budgeted for compensation payments, there is no guarantee that additional amounts may not be required. Future judicial decisions and legislation may also restrict land access.

i) Native Title and Aboriginal Sites of Significance

The effect of present laws in respect of native title that apply in Australia is that the Tenement Assets may be affected by native tile claims or procedures, which may prevent or delay the granting of exploration and mining tenements, or affect the ability of the Company to explore and develop the Tenement Assets. Commonwealth and State legislation obliges the Company to identify and protect sites of significance to Aboriginal custom and tradition. Further details of this legislation are set out in the Solicitor’s Report on Tenements (Section 9 of this Prospectus). Some sites of significance may be identified within the Tenement Assets. It is therefore possible that one or more sites of significance will exist in an area which the Company considers to be prospective. The Company’s policy is to carry out clearance surveys prior to conducting exploration which would cause a disturbance to the land surface.

j) Environmental Risk

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

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

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

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

k) Operational Health and Safety Risk

The Company is committed to providing a healthy and safe environment for its personnel, contractors and visitors. However, mining activities have inherent risks and hazards. While the Company provides appropriate instructions, equipment, preventative measures, first aid information and training to all stakeholders through its occupational, health and safety management systems, health and safety incidents may nevertheless occur. Any illness, personal injury, death or damage to property resulting from the Company’s activities may lead to a claim against the Company.

l) Failure to Satisfy Expenditure Commitments

Interests in tenements in Western Australia are governed by the Mining Act and its accompanying regulations and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the Tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

m) Regulatory Compliance

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

While the Company believes that it is in substantial compliance with all material current laws and regulations, agreements or changes in their enforcement 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 properties, which could have a material adverse impact on the Company’s current operations or planned development projects.

Obtaining necessary permits can be a time-consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties, or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

5.3 General Investment Risks

Some of the general risks of investment which are considered beyond the control of the Company are as follows:

a) State of Australian and International Economies

A downturn in the Australian and/or the international economy may negatively impact the performance of the Company which in turn may negatively impact the value of securities in the Company.

b) Changes to Government Policies and Legislative Changes

Government policy and legislative changes which are outside the control of the Company may also have a negative impact on the financial performance of the Company.

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c) Movements in Local and International Stock Markets

The price of stocks in a publicly listed company can be highly volatile and the value of a company’s securities can be expected to fluctuate depending on various factors, including stock market sentiment, government policies, investor perceptions, economic conditions and market conditions which affect the retail industry. It is therefore possible that the Company’s securities will trade at below the Offer Price.

d) Movements in Interest Rates, Currency Exchange Rates and Inflation Rates

The fluctuation of interest, currency exchange and inflation rates could negatively impact the Company’s cost of finance and operating costs and returns from the sale of extracted minerals and resources (if any).

e) Unforeseen expenses

The Company is not aware of any expenses that it will be required to incur in the two years after listing and which it hasn’t already taken into account. However, if the Company is required to incur any such unforeseen expenses then this may adversely affect the currently proposed expenditure plan and existing budgets for the Company’s activities.

f) Insurance Risk

The Company may, where economically practicable and available, endeavour to mitigate some business risks by procuring relevant insurance cover. However, such insurance cover may not always be available or economically justifiable and the policy provisions and exclusions may render a particular claim by the Company outside the scope of such insurance cover. While the Company will undertake all reasonable due diligence in assessing the creditworthiness of its insurance providers there will remain the risk that an insurer defaults in the legitimate claim by the Company under an insurance policy. Insurance against all risks associated with the Company’s business operations is not always available and where available the cost may be prohibitive.

g) Unforeseen Expenses

The Company is not aware of any expenses that it will be required to incur in the two years following Admission and which it hasn’t already taken into account. However, if the Company is required to incur any such unforeseen expenses then this may adversely affect the currently proposed expenditure plan and existing budgets for the Company’s activities.

h) Changes in Accounting Standards

Australian Accounting Standards (AAS) are developed and implemented by the Australian Accounting Standards Board (AASB). The AASB may introduce new or refined AAS, which may affect the measurement and recognition of balance sheet items and income statements, including revenue and receivables. Conversely, interpretations of existing AAS may differ. Changes to AAS issued by the AASB or changes to generally held views about the application of such AAS may adversely affect the performance and position reported in the Company’s financial statements.

i) Litigation Risk

The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. The Company is not currently engaged in any litigation.

j) Counterparty Performance

There is a risk that counterparties who have contracted with the Company do not perform their obligations pursuant to such contracts.

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k) Force Majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics, pandemics or quarantine restrictions (including but not limited to in connection with the COVID-19 global pandemic).

l) Coronavirus (COVID-19)

Global economic outlook continues to experience uncertainty due to the current COVID-19 pandemic, which has had and may continue to have a significant impact on capital markets and share prices. The Company’s Share price may also be adversely affected by the economic uncertainty caused by COVID-19.

There is a risk that this uncertainty may continue for the foreseeable future, which could interrupt the Company’s operations, its contractual obligations, cause disruptions to supply chains or interrupt the Company’s ability to access capital.

5.4 Speculative 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 the Shares.

Therefore, the Offer Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Offer Shares. Prospective investors should consider that the investment in the Company is highly speculative and should consult their professional advisors before deciding whether to apply for Offer Shares pursuant to this Prospectus.

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6. FINANCIAL INFORMATION

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6. FINANCIAL INFORMATION

6.1. Introduction

The financial information of the Company contained in this section includes the:

(a) audited historical statement of profit or loss and other comprehensive income for the period from 13 December 2021 (date of incorporation) to 30 June 2022;

(b) audited historical statement of cash flows for the period from 13 December 2021 to 30 June 2022;

(items (a) to (c) are together referred to as the ‘Historical Financial Information’)

(d) pro forma historical statement of financial position as at 30 June 2022 (the ‘Pro Forma Historical Financial Information’).

All amounts disclosed in this section are presented in Australian dollars.

The Company has a 30 June year-end for accounting purposes. In addition, investors should be aware that past performance is not an indication of future performance. There are no forecasts included in this financial information section.

6.2 Financial information

The financial information included in this Section 6 was prepared by management and was adopted by the Directors. The Directors are responsible for the inclusion of all financial information in this Prospectus. The basis of preparation are identified in the relevant sections.

6.3 Basis of preparation of the Historical Financial Information

The Historical Financial Information included in this section has been prepared in accordance with the measurement and recognition criteria (but not the disclosure requirements) of Australian Accounting Standards (AAS) and the summary of proposed significant accounting policies outlined in Section 6.7. The financial information is presented in an abbreviated form in so far as it does not include all the disclosures and notes required in an annual financial report prepared in accordance with AAS and the Corporations Act.

The Historical Financial Information and Pro Forma Historical Financial Information has been prepared for the purpose of the Offer.

The Historical Financial Information of the Company has been extracted from the financial statements for the period ended 30 June 2022 which were audited by HLB Mann Judd (Vic) Partnership. The Pro Forma Historical Financial Information has been reviewed by HLB Mann Judd Corporate Finance Pty Ltd as set out in the Investigating Accountant’s Report (IAR) in Section 7. Investors should note the scope and limitations of the IAR.

6.4 General factors affecting the operating results of the Company

Below is a discussion of the main factors which affected the Company’s operations and relative financial performance for the period from 13 December 2021 to 30 June 2022 which the Company expects may continue to affect it in the future. The discussion of these general factors is intended to provide a summary only and does not detail all factors that affected the Company’s historical operating and financial performance, nor everything which may affect the Company’s operations and financial performance in the future. The information in this section should also be read in conjunction with the risk factors set out in Section 5 (Risk Factors) of the Prospectus, and the other information contained in this Prospectus.

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6.5 Historical Financial Information – the Company

6.5.1 Reviewed Historical Statement of Profit or Loss and Other Comprehensive Income

The table below presents the Historical Statement of Profit or Loss and Other Comprehensive Income of the Company for the period from 13 December 2021 to 30 June 2022.

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Period ended 30 June 2022
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	Period ended 30 June 2022

Revenue and income	-
Expenses
Exploration & evaluation expenses	(16,158)
Professional fess	(42,375)
Loss before income tax expense	(58,533)
Income tax expense	-
Loss after income tax expense	(58,533)
Other comprehensive income
Other comprehensive income for the period, net of tax	-
Total comprehensive loss for the period	(58,533)

Management Discussion and Analysis

(i) Revenue

No other income was generated for the period from 13 December 2021 to 30 June 2022. It is likely that interest will be earned on cash balances after the capital raising.

(ii) Expenses

Expenditure is largely comprised of professional services fees and exploration & evaluation expenses incurred in acquiring the tenements. Other than these transactions, the Company has had a limited operating history to date.

6.5.2 Reviewed Historical Statement of Cash Flows

The table below presents the Historical Statement of Cash Flows of the Company for the period from 13 December 2021 to 30 June 2022.

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Period ended 30 June 2022
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	Period ended 30 June 2022

Cash flows from operating activities
Payments to suppliers (inclusive of GST)	(25,973)
Net cash inflow/(outflow) from operating activities	(25,973)
Cash flows from investing activities
Payment for exploration tenements	(42,000)
Net cash inflow/(outflow) from investing activities	(42,000)
Cash flow from financing activities
Proceeds from issues of share capital (net of costs)	402,838
Net cash inflow/(outflow) from financing activities	402,838

Net change in cash and cash equivalents	334,865
Cash and cash equivalents at beginning of period	-
Cash and cash equivalents at end of period	334,865

Management Discussion and Analysis

During the period, the Company’s cash flow activities were limited to the following:

Corporate administration and setup expenses;

Payments for exploration tenement acquisitions; and

The Company raised funds from the issue of 4,500,000 shares totalling $431,250 (refer to note 6.5.3 vi).

6.5.3 Reviewed Historical Statement of Financial Position

The table below presents the Historical Statement of Financial Position of the Company as at 30 June 2022.

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30 June 2022
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	30 June 2022

Current assets
Cash and cash equivalents (i)	334,865
Trade and other receivables	3,000
Prepayments (ii)	37,741
Total current assets	375,606
Exploration and Evaluation (iii)	252,000
Total non-current assets	252,000
Total assets	627,606
Current liabilities
Trade and other payables (iv)	52,507
Deferred consideration (v)	70,000
Total liabilities	122,507
Net assets	505,099

Equity
Issued capital (vi)	563,632
Accumulated losses (vii)	(58,533)
Total equity	505,099

Management Discussion and Analysis

The following commentaries and notes aim to provide an understanding of the Company’s statement of financial position as at 30 June 2022.

(i) Cash and cash equivalents
Cash on hand	334,865
Balance as at 30 June 2022	334,865

For further details of the cash and cash equivalents movement, refer to the statement of cash flows at Section 6.5.2.

(ii) Prepayments
Deferred IPO costs	37,741
Balance as at 30 June 2022	37,741

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(iii) Exploration and evaluation
Exploration and evaluation – at cost	252,000
Balance as at 30 June 2022	252,000

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(iv) Trade and other payables
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(iv) Trade and other payables

Trade payables	38,896
Other payables	13,611
Balance as at 30 June 2022	52,507

Trade and other payables include IPO and other professional services rendered up to 30 June 2022. All trade and other payables are unsecured.

(v) Deferred consideration
Deferred consideration	70,000
Balance as at 30 June 2022	70,000

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(vi) Issued capital
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(vi) Issued capital

Incorporation & founder shares	4,250
Seed capital	448,200
Acquisition of Tenement Assets	140,000
Less cost of capital raised	(28,818)
Balance as at 30 June 2022	563,632

(vii) Accumulated losses
Loss for the period	(58,533)
Balance as at 30 June 2022	(58,533)

6.6 Pro forma financial information

6.6.1 Pro forma transactions

The following transactions contemplated in this Prospectus which are to take place on or before the completion of the Offer, referred to as the pro forma adjustments, are presented as if they, together with the Offer, had occurred on or before 30 June 2022 and are set out below:

a) issuance of an additional 200,000 shares at 10 cents/share to seed investors to raise $20,000 in August 2022;

b) Settling on the acquisition of Dundas Project via the issuance of 1.5 million shares at 20 cents each and payment of $200,000 cash to the vendor;

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c) Receipt of $3,000 of other receivables, settlement of carried forward creditors, accrued expenses and deferred consideration totalling $122,507;

d) Granting of 4.7 million options to the directors and consultants (or their nominees) and 500,000 options to the CEO, which was determined to have a combined fair value of $643,344. In addition, granting 4,800,000 performance rights to the Directors (or their nominees) and the CEO, whereby the grant date fair value of each performance right was assessed to be $0.17. As the performance rights vest and become exercisable on the later of:

12 months from date of the Company’s admission to the ASX; and

the Company’s share price achieving a VWAP/share of 25% greater than the Company’s IPO subscription price (calculated over any 20 consecutive trading days),

it was determined that the accounting treatment would see the Company recognising the expenses associated with these performance rights over the vesting period, as such no proforma adjustment was required to be recognised;

e) Issue of a minimum of 22.5 million shares or up to a maximum of 35 million shares at 20 cents each to raise a minimum of $4.5 million or a maximum of $7 million, before costs;

f) Recognition of fees paid to the lead manager as fund raising costs (via the issuance of shares at 20 cents/share), ranging between $230,000 to $320,000, determined in accordance with the terms and conditions outlined in Section 10.8 of the Prospectus;

g) Issuance of options to the lead manager, in accordance with the terms and conditions outlined in Section 10.8 of the prospectus. The accounting value of the said options was assessed to range between $423,396 to $557,100;

h) Settlement of cash costs related to the offer ranging between $306,659 to $315,659 and reallocating prepaid listing costs of $37,741 to issued capital. The costs of the offer is set out in 11.6 of the prospectus; and

i) Expensing deferred tax assets related to the gross expense of the offer ranging between $292,439 to $359,550.

The pro forma historical Statement of Financial Position is intended to be illustrative only and will not reflect the actual position and balances as at the date of this Prospectus or at the conclusion of the Offer.

6.6.2 Pro Forma Historical Statement of Financial Position as at 30 June 2022

The Pro Forma Historical Statement of Financial Position as at 30 June 2022 set out below, has been prepared to illustrate the financial position of the Company, following completion of the Offer and the transactions outlined in Section 6.6.1.

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Proforma Proforma Balance
Assets Note Impact of the offer
Adjustments sheet
As at 30 June
Minimum Maximum Minimum Maximum Minimum Maximum
2022
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Assets	Note		Proforma Adjustments	Proforma Adjustments	Impact of the offer	Impact of the offer	Proforma Balance sheet	Proforma Balance sheet
		As at 30 June 2022	Minimum	Maximum	Minimum	Maximum	Minimum	Maximum

Current assets
Cash and cash equivalents	i	334,865	(299,507)	(299,507)	4,193,341	6,684,341	4,228,699	6,719,699
Trade and other receivables	ii	3,000	(3,000)	(3,000)	-	-	-	-
Prepayments	iii	37,741			(37,741)	(37,741)	-	-
Total current assets		375,606	(302,507)	(302,507)	4,155,600	6,646,600	4,228,699	6,719,699

Non-current assets
Exploration and evaluation	iv	252,000	500,000	500,000	0	0	752,000	752,000
Total non-current assets		252,000	500,000	500,000	0	0	752,000	752,000

Total assets		627,606	197,493	197,493	4,155,600	6,646,600	4,980,699	7,471,699
Liabilities
Current liabilities
Trade and other payables	v	52,507	(52,507)	(52,507)			-	-
Deferred consideration	vi	70,000	(70,000)	(70,000)			-	-
Total current liabilities		122,507	(122,507)	(122,507)	-	-	-	-

Total liabilities		122,507	(122,507)	(122,507)	-	-	-	-

Net assets		505,099	320,000	320,000	4,155,600	6,646,600	4,980,699	7,471,699
Equity
Issued capital	vii	563,632	320,00	320,000	4,029,643	6,454,050	4,913,275	7,337,682
Reserves	viii	-	643,344	643,344	423,396	557,100	1,066,740	1,200,444
Accumulated losses	ix	(58,533)	(643,344)	(643,344)	(297,439)	(364,550)	(999,316)	(1,066,427)
Total equity		505,099	320,000	320,000	4,155,600	6,646,600	4,980,699	7,471,699

LIGHTNING MINERALS PROSPECTUS 96

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i) Cash and cash equivalents Minimum Maximum
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i) Cash and cash equivalents	Minimum	Maximum

Balance - 30 June 22	334,865	334,865
Proforma adjustments
Issuance of additional seed shares	20,000	20,000
Acquisition of Dundas project	(200,000)	(200,000)
Receipt of receivable	3,000	3,000
Settlement of carried forward creditors and accrual	(52,507)	(52,507)
Settlement of deferred consideration	(70,000)	(70,000)
	(299,507)	(299,507)
Impact of the offer
Issue of shares under the prospectus	4,500,000	7,000,000
Settle cash based cost of issue	(306,659)	(315,659)
	4,193,341	6,684,341
Proforma balance	4,228,699	6,719,699

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ii) Trade and other receivables Minimum Maximum
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ii) Trade and other receivables	Minimum	Maximum

Balance - 30 June 22	3,000	3,000
Proforma adjustments
Amount received	(3,000)	(3,000)
	(3,000)	(3,000)
Proforma balance	0	0

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iii) Prepayments Minimum Maximum
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iii) Prepayments	Minimum	Maximum

Balance - 30 June 22	37,741	37,741
Impact of the offer
Allocate to issued capital	(37,741)	(37,741)
	(37,741)	(37,741)
Proforma balance	(0)	(0)

iv) Exploration and evaluation	Minimum	Maximum
Balance - 30 June 22	252,000	252,000
Proforma adjustments
Acquisition of Dundas project	500,000	500,000
	500,000	500,000
Proforma balance	752,000	752,000

LIGHTNING MINERALS PROSPECTUS 97

v) Trade and other payables	Minimum	Maximum
Balance - 30 June 22	52,507	52,507
Proforma adjustments
Settlement of payables	(52,507)	(52,507)
	(52,507)	(52,507)
Proforma balance	(0)	(0)

vi) Deferred consideration	Minimum	Maximum
Balance-30 June 22	70,000	70,000
Proforma adjustments
Amount paid	(70,000)	(70,000)
	(70,000)	(70,000)
Proforma balance	0	0

vii) Issued capital	Minimum	Maximum
Balance - 30 June 22	563,632	563,632
Proforma adjustments
Issuance of additional seed shares	20,000	20,000
Acquisition of Dundas project	300,000	300,000
	320,000	320,000
Impact of the offer
Issue of shares under the prospectus	4,500,000	7,000,000
Lead manager's fees settled via share issue	0	0
Lead manager's fees settled via options	(423,396)	(557,100)
Settle cash based cost of issue
Prepayment re-allocated	(37,741)	(37,741)
Deferred tax effect of costs of issue expensed	292,439	359,550
Settle cash based cost of issue	(301,659)	(310,659)
	4,029,643	6,454,050
Proforma balance	4,913,275	7,337,682

viii) Reserves	Minimum	Maximum
Balance - 30 June 22	0	0
Proforma adjustments
Issue of options to Directors & CEO	643,344	643,344
	643,344	643,344
Impact of the offer
Lead manager's fees settled via options	423,396	557,100
	423,396	557,100
Proforma balance	1,066,740	1,200,444

LIGHTNING MINERALS PROSPECTUS 98

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ix) Accumulated losses Minimum Maximum
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ix) Accumulated losses	Minimum	Maximum

Balance - 30 June 22	(58,533)	(58,533)
Proforma adjustments
Issue of options to Directors & CEO	(643,344)	(643,344)
	(643,344)	(643,344)
Impact of the offer
Deferred tax effect of cost of issues expensed	(292,439)	(359,550)
Settle cash based cost of issue	(5,000)	(5,000)
	(297,439)	(364,550)
Proforma balance	(999,316)	(1,066,427)

6.6.3 Subsequent Events

Other than the following, the Directors are not aware of any significant events since the end of the reporting period.

The matters set out in Section 6.6.1 a – d.

The Company’s unaudited cash balance is $172,306 as 2 October 2022.

6.7 Summary of Significant Accounting Policies

A summary of significant accounting policies which have been adopted in the preparation of the Historical Financial Information and Pro Forma Historical Financial Information, and which will be adopted and applied in preparation of the annual financial statements of the Company for subsequent years, is set out as follows:

(a) Basis of Preparation of Accounts

The Pro Forma Historical Statement of Financial Position has been prepared in accordance with Australian Accounting Standards (AAS), Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act (as modified for inclusion in the Prospectus).

AAS set out accounting policies that the AASB have concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with AAS ensures that the financial statements and notes also comply with International Financial Reporting Standards.

The financial information presented in the Prospectus is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act. The Pro Forma Historical Statement of Financial Position has been prepared on the basis of the assumptions outlined in Section 6.6.

The Pro Forma Historical Statement of Financial Position has been prepared on an accrual basis and is based on historical costs, modified where applicable, by the measurement at fair value of selected noncurrent assets, financial assets and financial liabilities.

The Pro Forma Historical Statement of Financial Position has been prepared for Lightning Minerals Ltd, being a public company limited by shares incorporated and domiciled in Australia. The Company is a forprofit entity for financial reporting purposes under AAS.

LIGHTNING MINERALS PROSPECTUS 99

(b) Income Tax

The income tax expense/(income) for the year comprises current income tax expense/(income) and deferred tax expense/(income).

Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax assets/(liabilities) are measured at the amounts expected to be recovered from/(paid to) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense/(income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the company in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of setoff exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(c) Fair Value of Assets and Liabilities

The Company measures some of its assets and liabilities at fair value on either a recurring or nonrecurring basis, depending on the requirements of the applicable AAS.

Fair value is the price the Company would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

LIGHTNING MINERALS PROSPECTUS 100

To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity’s own equity instruments (excluding those related to sharebased payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instrument, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.

(d) Leases

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset – but not the legal ownership – are transferred to the Company, are classified as finance leases.

Finance leases are capitalised by recognising an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses on a straight-line basis over the lease term.

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term.

(e) Financial Instruments

Initial Recognition and Measurement

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either purchase or sell the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are recognised as expenses in profit or loss immediately.

Classification and Subsequent Measurement

Financial instruments are subsequently measured at fair value, at amortised cost using the effective interest method or at cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

LIGHTNING MINERALS PROSPECTUS 101

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss.

(i) Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

(ii) Held-to-Maturity Investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

(iii) Financial Liabilities

Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

Impairment

At the end of each reporting period, the Company assesses whether there is objective evidence that a financial asset has been impaired. A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated future cash flows of the financial asset(s).

In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.

For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Company recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.

(f) Impairment of Assets

At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include considering external sources of information and internal sources of information. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued

LIGHTNING MINERALS PROSPECTUS 102

amount in accordance with another AAS (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other AAS.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

(g) Employee Benefits

Short-Term Employee Benefits

Provision is made for the Company’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages and salaries. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The Company’s obligations for short-term employee benefits such as wages and salaries are recognised as a part of current trade and other payables in the statement of financial position.

Other Long-Term Employee Benefits

Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Upon the re-measurement of obligations for other long-term employee benefits, the net change in the obligation is recognised in profit or loss as a part of employee benefits expense.

The Company’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Company does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.

Equity Settled Compensation

The Company has provided share-based compensation to its employees. Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.

(h) Provisions

Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

LIGHTNING MINERALS PROSPECTUS 103

(i) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

(j) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

Interest revenue is recognised using the effective interest method, which for floating rate financial assets is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established.

All revenue is stated net of the amount of goods and services tax.

(k) Trade and Other Receivables

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to Section 6.8 (e) for further discussion on the determination of impairment losses.

(l) Trade and Other Payables

Trade and other payables represent the liabilities for goods and services received by the Company that remain unpaid at the end of the reporting period. Due to their short-term nature they are measured at amortised cost and are not discounted. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

(m) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities, which are recoverable from or payable to the ATO, are presented as operating cash flows included in receipts from customers or payments to suppliers.

(n) Exploration and Evaluation Expenditure

Exploration and evaluation expenditures incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

LIGHTNING MINERALS PROSPECTUS 104

Accumulated costs in relation to an abandoned area are written-off in full against profit or loss in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise costs in relation to that area.

(o) Share-based Payments

Equity settled share-based payments in return for goods and services are measured at the fair value of the goods and services received, except when the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instrument.

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The costs of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The costs of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

During the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period
From the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

LIGHTNING MINERALS PROSPECTUS 105

If the non-vesting condition is within the control of the company or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the company or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

(p) Going Concern

During the period the Company incurred losses of $58,533. As at 30 June 2022 the Company has cash assets of $334,865 and net current assets of $253,099. The Company has acquired number of exploration projects, and accordingly will be required to meet expenditure obligations to maintain its holdings. The Company will therefore require additional cash resources to meet its obligations within the next 12 months.

The Company is currently preparing to launch an Initial Public Offering on the ASX in order to raise between $4.5 million and $7 million before costs. The funds will be used to meet its statutory obligations and to explore and evaluate the projects acquired.

Notwithstanding this, there exists a material uncertainty that may cast doubt on the Company’s ability to continue as a going concern, should the IPO not be completed. The directors are confident that the IPO will complete and have accordingly prepared the financial statements on a going concern basis. Accordingly, they do not include any adjustments relating to recoverability or classification of assets, or the amount and classification of liabilities that might be necessary should the Company not continue as a going concern.

LIGHTNING MINERALS PROSPECTUS 106

7. INVESTIGATING ACCOUNTANT’S REPORT

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8. INDEPENDENT TECHNICAL ASSESSMENT REPORT

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9. SOLICITOR’S REPORT ON TENEMENTS

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10. MATERIAL CONTRACTS

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10. MATERIAL CONTRACTS

The Company and the Project vendors have entered into various agreements which the Board consider to be material and relevant to potential investors in the Company. Set out below is a summary of these material contracts.

List of Material Contracts:

Tenement Purchase Agreement between the Company and FMG Resources Pty Ltd as varied by deed of variation (FMG Agreement);
Tenement Purchase Agreement between the Company and Simon Buswell-Smith, and associated Royalty Deed (Mount Jewell Agreement);
Tenement Purchase Agreement between the Company and Bruce Legendre and associated Royalty Deed (Legendre Agreement);
Tenement Management Agreement between the Company and MKII Consulting Pty Ltd (Tenement Management Agreement);
CEO Employment Agreement between the Company and Mr Alexander Biggs;
Directors’ Service Agreements;
Directors’ Deeds of Indemnity, Access and Insurance;
Lead Manager Mandate entered into between the Company and PAC Partners Pty Ltd (Lead Manager Mandate);
Restriction Agreements; and
Access and Consent Agreement between Rossyln Hill Mining Pty Ltd and Bruce Legendre.

10.1. FMG Agreement

On 7 July 2022 the Company entered into the FMG Agreement, as varied by deed of variation on 30 September 2022, to acquire the Dundas Project Tenements from FMG Resources Pty Ltd.

Completion of the Dundas Project shall not be deemed to complete until the conditions precedent have been met or waived by the project vendor, including in particular the Company receiving conditional approval from the ASX to have its Shares admitted to the official list of the ASX.

Consideration payable by the Company to FMG is:

1,500,000 ordinary shares in the capital of the Company, issuable at completion; and
$200,000 payable as follows:
$50,000 paid on 11 July 2022; and
$150,000 to be paid at completion under the Tenement Sale Agreement.

Royalty equal to 1% of the net smelter return with respect to products derived from the Dundas Project Tenements pursuant to the terms of a separate Royalty Deed between the parties.

Under the terms of the FMG Agreement, if the Company does not lodge its prospectus in connection with the Offer prior to 31 October 2022 (as varied) and list on ASX by 3 December 2022, FMG will have the right to terminate the agreement.

The FMG Agreement otherwise contains terms and conditions considered standard for an agreement of this kind.

Please refer to the Independent Solicitor’s Report on Tenements in Section 9 for further details.

10.2. Mount Jewell Agreement

The Mount Jewell Agreement was entered into between the Company and the vendor, Mr Simon Buswell-Smith, on 11 April 2022.

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Completion of the tenement acquisitions under the Mount Jewell Agreement took place on 20 May 2022.

Consideration payable to the vendor is as follows:

400,000 ordinary shares in the capital of the Company, issued at $0.10 per share on 20 May 2022;

$20,000 (paid on 17 May 2022); and

Royalty equal to 1.5% of the net smelter return with respect to products derived from the Mount Jewell Project Tenements pursuant to the terms of a separate Royalty Deed between the parties.

The Mount Jewell Agreement otherwise contains terms and conditions considered standard for an agreement of this kind.

Please refer to the Independent Solicitor’s Report on Tenements in Section 9 for further details.

10.3. Legendre Agreement

The Legendre Agreement was entered into between the Company and the vendor, Mr Bruce Legendre, on 11 April 2022.

Completion of the tenement acquisitions under the Legendre Agreement took place on 11 April 2022.

Consideration payable to the vendor is as follows:

1,000,000 ordinary shares in the capital of the Company, issued at $0.10 per share on 20 May 2022; $90,000 payable as follows:
$20,000 paid on 12 May 2022; and
$70,000 to be paid the earlier of 20 May 2023 or the date which the Company lists on the ASX.
Royalty equal to 1% of the net smelter return with respect to products derived from the Mailman Hill Project Tenements and Mt Bartle Project Tenements pursuant to the terms of a separate Royalty Deed between the parties.

The Legendre Agreement otherwise contains terms and conditions considered standard for an agreement of this kind.

Please refer to the Independent Solicitor’s Report on Tenements in Section 9 for further details.

10.4. Tenement Management Agreement

The key terms of the Tenement Management Agreement are as follows:

MKII Consulting Pty Ltd (Manager) shall provide general tenement management and advisory services to the Company, including tenement monitoring and surveillance, liaison with the Western Australia Department of Mines, Industry Regulation and Safety, assisting with landowner and access negotiations, Wardens Court matters, solicitor briefings, tenement acquisition due diligence, assisting with legislative compliance and other matters;
the Manager shall charge general tenement management fees of $220 per hour (plus GST), with further fees payable if specific advisory services or ground monitoring services are requested; and
the Tenement Management Agreement may be terminated by either party upon thirty (30) days’ written notice.

10.5. CEO Employment Agreement with Mr Alexander Biggs

The Executive Employment Agreement entered into between the Company and Mr Alexander Biggs is

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for the employment of Alexander as Chief Executive Officer of the Company. Pursuant to the Executive Employment Agreement, Alexander shall receive a salary of $220,000 per annum (plus superannuation). Alexander shall also be entitled to 500,000 Options and 1,745,454 Performance Rights (as varied). Please refer to Section 4.3 for details of the Options and Performance Rights.

10.6. Directors’ Service Agreements

a) Director ' s Service Agreement – Mr Peter McNeil (Non-Executive Chairman)

The Company has entered into a Director’s Service Agreement with Mr Peter McNeil in relation to his appointment as Non-Executive Chairman of the Company. Pursuant to such agreement. Peter shall be entitled to directors’ fees of $50,000 per annum (plus superannuation). Peter is also entitled to 500,000 Options and 436,364 Performance Rights (as varied). Please refer to Section 4.3 for details of the Options and Performance Rights.

b) Director ' s Service Agreement – Dr Karen Lloyd (Non-Executive Director)

The Company has entered into a Director’s Service Agreement with Dr Karen Lloyd in relation to her appointment as Non-Executive Director of the Company. Pursuant to such agreement, Karen shall be entitled to directors’ fees of $50,000 per annum (plus superannuation). Karen is also entitled to 1,400,000 Options and 1,745,455 Performance Rights (as varied). Please refer to Section 4.3 for details of the Options and Performance Rights.

c) Director ' s Service Agreement – Mr Craig Sharpe (Non-Executive Director)

The Company has entered into a Directors’ Service Agreement with Mr Craig Sharpe in relation to his appointment as Non-Executive Director of the Company. Pursuant to such agreement, Craig shall be entitled to directors’ fees of $50,000 per annum (plus superannuation). Craig is also entitled to 1,400,000 Options and 436,364 Performance Rights (as varied). Please refer to Section 4.3 for details of the Options and Performance Rights.

d) Director ' s Service Agreement – Mr Francesco Cannavo (Non-Executive Director)

The Company has entered into a Directors’ Service Agreement with Mr Francesco Cannavo in relation to his appointment as Non-Executive Director of the Company. Pursuant to such agreement, Francesco shall be entitled to directors’ fees of $50,000 per annum (plus superannuation). Francesco is also entitled to 1,400,000 Options and 436,364 Performance Rights (as varied). Please refer to Section 4.3 for details of the Options and Performance Rights.

10.7. Directors’ Deeds of Indemnity

Each of the Directors has entered into Deeds of Indemnity, Insurance and Access. The material terms of the Deeds of Indemnity, Insurance and Access are as follows:

To the extent permitted by law, the Company indemnifies the Director from any liabilities arising out of the Director discharging their duties and providing services as director;

The Directors will be given access to board papers and company files for a period up to seven (7) years from the date in which the Directors cease to be an officer of the Company; and
The Company must maintain an insurance policy for the Directors for the term in which they hold office and for a period of seven (7) years following the date they cease to be a Director.

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10.8. Lead Manager Mandate

The key terms of the Lead Manager Mandate between the Company and the Lead Manager are as follows:

In consideration for providing corporate and fundraising services to the Company, the Lead Manager will be entitled to the following fees upon completion of the Offer:
6% pre-IPO capital raising fee (note: the Lead Manager received this fee in ordinary shares at a deemed issue price of $0.10 per share, in lieu of cash). The value of such fees was $18,200.
2% management fee for funds raised under the Offer (note: this fee shall be capped at $6,000,000). The Lead Manager has agreed to receive this fee in Shares (at a deemed issue price of $0.20 per share) in lieu of cash. The value of such fees is estimated at $90,000 (based on Minimum Subscription) and $120,000 (based on the Maximum Subscription).
4% selling fee for funds raised by the Lead Manager under its capital allocation for the Offer (note: the Lead Manager’s capital allocation for the Offer amounts to the entire capital raised under the Offer less $1,000,000, but capped at $5,000,000). The Lead Manager has agreed to receive this fee in Shares (at a deemed issue price of $0.20 per share) in lieu of cash. The value of such fees is estimated at $140,000 (based on Minimum Subscription) and $200,000 (based on the Maximum Subscription).
between 3,800,000 Options (based on Minimum Subscription) and 5,000,000 (based on Maximum Subscription) in the Company with an exercise price of $0.25 and an expiry date of 4 years from the date of issue, to be issued to the Lead Manager or its nominees on Admission. The value of such fees was determined to be $423,396 (based on Minimum Subscription) and $557,100 (based on the Maximum Subscription).

10.9. Restriction Agreements

The Company has entered into (or will enter into prior to Admission) Restriction Agreements with holders of restricted securities for the purposes of complying with Chapter 9 of the ASX Listing Rules. The Agreements are in the approved form as set out in Appendix 9A of the ASX Listing Rules.

10.10. Access and Consent Agreement

Bruce Legendre entered into an Access and Consent Agreement with Rossyln Hill Mining Pty Ltd on 27 September 2022 relating to the applications for the Tenements comprising the Mt Bartle Project, which overlap the existing licences held and gas pipeline PL73 owned by Rosslyn Hill Mining Pty Ltd.

Under the Access and Consent Agreement, Rossyln Hill Mining Pty Ltd has agreed to withdraw its objection to applications comprising the Mt Bartle Project, and Bruce Legendre has agreed to not, without the prior written consent of Rossyln Hill Mining Pty Ltd, amongst other things, undertake mining exploration activities and operations within 25 metres of gas pipeline PL73.

Please refer to the Independent Solicitor’s Report on Tenements in Section 9 for further details.

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11. ADDITIONAL INFORMATION

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11. ADDITIONAL INFORMATION

11.1 Documents Available for Inspection

The following documents are available for inspection during normal office hours, free of charge, at the registered office of the Company for a period of at least twelve (12) months from the date of lodgement of this Prospectus with the ASIC:

the current Constitution of the Company; and

the consents referred to in Section 11 of this Prospectus.

11.2 Directors’ Interests

Other than as set out below or elsewhere in this Prospectus, no Director and no firm in which a Director is a partner, has an interest in the promotion or in property proposed to be acquired by the Company in connection with its formation or promotion. Other than as set out below or elsewhere in this Prospectus no amounts have been paid or agreed to be paid (in cash, Shares or otherwise) to any Director or any firm in which any Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in which he is a partner in connection with the formation or promotion of the Company.

11.3 Interests of Experts and Advisors

Except as disclosed below or elsewhere in this Prospectus, no expert nor any firm of which such expert is a partner, has or has had any interest in the formation or promotion of, or in any property proposed to be acquired by, the Company in connection with its formation or promotion, and no amounts have been paid (in cash, Shares or otherwise), or agreed to be paid, to any expert or to any firm in which such expert is a partner for services rendered by him or the firm in connection with the promotion or formation of the Company.

Professional fees payable to the Company’s investigating accountants for work performed in relation to the Offer are $16,600 (excluding GST) payable to HLB Mann Judd Corporate Finance Pty Ltd.
Professional fees payable to the Company’s auditors for work performed in relation to the Offer are $9,500 (excluding GST) payable to HLB Mann Judd (Vic) Partnership.
Professional fees payable to the Company’s legal advisors, Moray & Agnew Lawyers, for work performed in relation to the Offer are approximately $110,000 (excluding GST).
Cube Consulting Pty Ltd has provided an Independent Technical Assessment Report in relation to the Offer. Professional fees paid or payable to Cube Consulting Pty Ltd for preparing the Independent Technical Assessment Report are $46,650 (excluding GST).
Steinepreis Paganin has provided an Independent Solicitor’s Report in relation to the Tenement Assets. Professional fees paid or payable to Steinepreis Paganin for preparing the Independent Solicitor’s Report are approximately $10,000 (excluding GST).
Professional fees payable to the Lead Manager for work performed in relation to the Offer are summarised in Section 10.8 of this Prospectus.
Automic Group has acted as the share registry for the Company. Standard commercial fees are payable to Automic for share registry services in relation to the Offer made pursuant to this Prospectus.

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11.4 Consents

The following consents have been given in accordance with the Corporations Act:

a) HLB Mann Judd Corporate Finance Pty Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the Investigating Accountant and to the inclusion of its Investigating Accountant’s Report contained in Section 7 of this Prospectus in the form and context in which it is included. Notwithstanding that it may be referred to elsewhere in this Prospectus, HLB Mann Judd Corporate Finance Pty Ltd has only been involved in the preparation of the Investigating Accountant’s Report and was not involved in the preparation of any other part of this Prospectus. HLB Mann Judd Corporate Finance Pty Ltd did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus other than in respect of the Investigating Accountant’s Report.

b) HLB Mann Judd (Vic) Partnership has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the auditor of the Company. HLB Mann Judd (Vic) Partnership did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

c) Moray & Agnew Lawyers has given and has not, before lodgement of this Prospectus, withdrawn its written consent to being named in this Prospectus as solicitors to the Company in the form and context in which they are named. Moray & Agnew Lawyers did not authorise or cause the issue of this Prospectus and do not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

d) PAC Partners Securities Pty Ltd has given, and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the Lead Manager of the Company. PAC Partners Securities Pty Ltd did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

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

f) Cube Consulting Pty Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the Independent Geologist and to the inclusion of its Independent Technical Assessment Report in Section 8 of this Prospectus in the form and context in which it is included. Notwithstanding that it may be referred to elsewhere in this Prospectus, Cube Consulting Pty Ltd has only been involved in the preparation of the Independent Technical Assessment Report and was not involved in the preparation of any other part of this Prospectus. Cube Consulting Pty Ltd did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus other than in respect of the Independent Technical Assessment Report.

g) Steinepreis Paganin has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the Independent Solicitor and to the inclusion of its Independent Solicitor’s Report in Section 9 of this Prospectus in the form and context in which it is included. Notwithstanding that it may be referred to elsewhere in this Prospectus, Steinepreis Paganin has only been involved in the preparation of the Independent Solicitor’s Report and was not involved in the preparation of any other part of this Prospectus. Steinepreis Paganin did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus other than in respect of the Independent Solicitor’s Report.

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11.5 Relief and Modifications

The Company has not applied to ASIC for or obtained any modifications of, or exemptions from, the Corporations Act pursuant to this Offer.

The Company has not applied to ASX for or obtained any modifications of, or exemptions from, the ASX Listing Rules pursuant to this Offer.

11.6 Expenses of the Offer

The estimated gross expenses of the Offer are as follows:

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Estimated expenses	$Min	$Max

Capital raising fees*	653,396*	897,100*
Legal fees	110,000	110,000
Investigating Accountant Report	16,600	16,600
Independent Technical Report	46,650	46,650
Independent Solicitors Report	10,000	10,000
ASIC and ASX Listing Fees	75,000	75,000
Brand and website development, prospectus design and printing	20,000	20,000
Share registry fees	5,000	5,000
Other, including marketing and roadshow	25,000	25,000
TOTAL	961,646	1,185,350

*Notes:

The Lead Manager shall be entitled non-cash consideration for their services as Lead Manager, in the form of shares and options. The Lead Manager is not receiving a cash brokerage fee for raising funds under the IPO.

Based on the Minimum Subscription the Lead Manager shall be entitled to fees in Shares and Options valued at $653,396. Based on the Maximum Subscription the Lead Manager shall be entitled to fees in Shares and Options valued at $897,100.

Please refer to Section 10.8 for further information in relation to the terms of the Lead Manager mandate.

11.7 Litigation

The Company is not involved in any litigation, arbitration or other legal proceedings and the Directors are not aware of any threatened or pending litigation or arbitration against the Company.

11.8 Working Capital Statement

The Directors believe that, on completion of the Offer, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.

LIGHTNING MINERALS PROSPECTUS 262

11.9 Continuous Disclosure Obligations Following Listing

Following Admission, and pursuant to Section 111AC of the Corporations Act, the Company will be a disclosing entity and will therefore be subject to regular reporting and disclosure obligations. Following Admission, the Company is required to continuously disclose all information to the market that a reasonable person would expect to have a material effect on the value or price of the Company’s securities. All price-sensitive information will be released through the ASX before it is disclosed to market participants and Shareholders, and the distribution of non-price sensitive information will also be managed through the ASX.

11.10 Directors’ Statement

The Directors state that they have made all reasonable enquiries and have reasonable grounds to believe that any statements by the Directors in this Prospectus are true and not misleading and that in respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given the consent required by Section 716 of the Corporations Act to the issue of this Prospectus and have not withdrawn that consent, before lodgement of this Prospectus with the ASIC.

This Prospectus is prepared on the basis that:

certain matters may be reasonably expected to be known to professional advisors of any kind with whom Applicants may reasonably be expected to consult; and
information is known to Applicants or their professional advisors by virtue of any Acts or laws of the Commonwealth of Australia or any State of Australia.

LIGHTNING MINERALS PROSPECTUS 263

12. DIRECTOR’S AUTHORISATION

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LIGHTNING MINERALS PROSPECTUS 264

12. DIRECTOR’S AUTHORISATION

In accordance with Section 720 of the Corporations Act, the lodgement and issue of this Prospectus has been consented to and authorised by each of the Directors.

Signed for and on behalf of the Company

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Mr Peter McNeil Non-Executive Chairman Dated: 5 October 2022

LIGHTNING MINERALS PROSPECTUS 265

13. GLOSSARY OF TERMS

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LIGHTNING MINERALS PROSPECTUS 266
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13. GLOSSARY OF TERMS

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$	means Australian dollars.
AAS	means the Australian Accounting Standards.
AASB	means the Australian Accounting Standards Board.
AC	means aircore drilling.
Admission	means the Company’s admission to the official list of the ASX following its application for admission under Chapters 1 and 2 of the ASX Listing Rules.
AEST	means Australian Eastern Standard Time.
Ag	means silver.
Applicant	means a person who submits an Application.
Application	means a valid application to subscribe for Shares under this Prospectus.
Application Form	means the Application Form attached to or accompanying this Prospectus and which relates to the Offer.
ASIC	means the Australian Securities and Investments Commission.
ASX	means Australian Stock Exchange Limited ACN 008 624 691 or the Australian Securities Exchange (as the context requires).
ASX Listing Rules	means the listing rules of ASX as at the date of this Prospectus.
ASX Settlement	means ASX Settlement Pty Ltd ACN 008 504 532.
Au	means gold.
Auditor	means HLB Mann Judd (Vic) Partnership.
Be	means beryllium.
Board	means the Board of Directors of the Company unless the context indicates otherwise.
Business	means the Company’s business of mining exploration and evaluation activities.
Cs	means cesium.
CHESS	means the ASX Clearing House Electronic Subregistry System.
Company	means Lightning Minerals Ltd ACN 656 005 122, a company incorporated in Victoria, Australia.
Company Secretary	means Mr Justyn Stedwell. For Mr Stedwell’s profile, please refer to Section 4.2 of this Prospectus.
Constitution	means the Constitution of the Company as may be amended from time to time.
Corporations Act	means the Corporations Act 2001 (Cth).
Cu	means copper.
DD	means diamond drill.

LIGHTNING MINERALS PROSPECTUS 267

Directors	means one or more directors of the Company. For the profiles of each of the Directors, please refer to Section 4.1 of this Prospectus.
Dundas Project	means the exploration project comprised in the Dundas Project Tenements
Dundas Project Tenements	means exploration licences E15/1748, E28/3027, E28/3028, E63/1932, E63/1993, E63/2000, E63/2001 and E63/2028
EM	means electromagnetic geophysics, being the electromagnetic induction method based on the measurement of the change in mutual impedance or resistance between a pair of coils on or above the earth’s surface.
Exposure Period	means the period of seven (7) days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than seven (7) days pursuant to s. 727(3) of the Corporations Act.
Financial Information	means the information described as Financial Information in Section 6 of this Prospectus.
FMG Sale Agreement	means the Tenement Sale Agreement between the Company and FMG Resources Pty Ltd dated 7 July 2022,as varied by deed of variation on 30 September 2022,and associated Royalty Deed (which the parties shall fully execute and exchange at completion of the Tenement Sale Agreement), the key terms of which are summarised at Sections 9 and 10 of this Prospectus.
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.
ITAR	means the Independent Technical Assessment Report contained in Section 8 of this Prospectus.
JORC Code	means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 ed.).
LANDTEM	means a transient electro-magnetic method of mineral prospecting.
Lead Manager	means PAC Partners Securities Pty Ltd which will provide the services of Lead Manager in connection with the Offer.
Lead Manager Mandate	means the mandate entered into between the Company and the Lead Manager for the services of the Lead Manager in connection with the Offer, the key terms of which are summarised in Section 10.8 of this Prospectus.
Legendre Agreement	means the Tenement Purchase Agreement between the Company and Bruce Legendre dated 11 April 2022 and associated Royalty Deed, the key terms of which are summarised at Sections 9 and 10 of this Prospectus.
Li	means lithium.
LiO2	means lithium oxide.
Mailman Hill Project	means the exploration project comprised in the Mailman Hill Project Tenement
Mailman Hill Project Tenement	means Exploration Licence E37/1408
Maximum Subscription	means the maximum amount to be raised under the Offer, being $7,000,000.

LIGHTNING MINERALS PROSPECTUS 268

MLEM	means Moving Loop Electromagnetic.
Mineral Assets	has the meaning given in the VALMIN Code.
Mineral Resource	has the meaning given to that term in the JORC Code.
Minimum Application	means the minimum application for Shares that can be made by an Applicant under this Offer, being valid subscriptions for at least 10,000 Offer Shares.
Minimum Subscription	means the minimum amount to be raised under the Offer, being $4,500,000.
Mining Act	means the Mining Act 1978 (WA).
Mining Regulations	means the Mining Regulations 1981 (WA).
Minister for Mines	means the Minister for Mines and Petroleum, Western Australia.
Mount Jewell Agreement	means the Tenement Purchase Agreement between the Company and Simon Buswell-Smith dated 11 April 2022 and associated Royalty Deed, the key terms of which are summarised at Sections 9 and 10 of this Prospectus.
Mount Jewell Project	means the exploration project comprised in the Mount Jewell Project Tenement
Mount Jewell Project Tenement	means Exploration Licence E27/566
Mt Bartle Project	means the exploration project comprised in the Mt Bartle Project Tenements
Mt Bartle Project Tenements	means Exploration Licence Application E53/2151, E53/2147 and E53/2159
Mt	means meitnerium.
Ni	means nickel.
NPAT	means net profit after tax.
Offer	means the invitation made to the public pursuant to this Prospectus to subscribe for between 22,500,000 up to 35,000,000 Offer Shares at an issue price of $0.20.
Offer Amount	means the amount to be raised under the Offer made by this Prospectus, being between $4,500,000 up to $7,000,000.
Offer Closing Date	means 31 October 2022 or such earlier or later date as the Directors may determine.
Offer Opening Date	means 13 October 2022 or such other dates as the Directors may determine.
Offer Period	means the period commencing on the Offer Opening Date and ending on the Offer Closing Date.
Offer Shares	means the Shares issued pursuant to the Offer made under this Prospectus.
Official Quotation	means official quotation by ASX in accordance with the ASX Listing Rules.
Option	means an option to acquire Shares in the Company, whereby the key rights attaching to such Options are summarised in Section 3.10 of this Prospectus.
Optionholder	means a holder of Options in the Company.

LIGHTNING MINERALS PROSPECTUS 269

Pb means lead. means performance rights which, subject to certain vesting conditions and Performance milestones being achieved, entitle the holder to acquire Shares in the Company, Rights whereby the key rights attaching to such Performance Rights are summarised in Section 3 of this Prospectus. means the Dundas Project, the Mount Jewell Project, the Mailman Hill Project and Projects the Mt Bartle Project. means this prospectus dated 5 October 2022 and which was lodged with ASIC on Prospectus that date. RC means reverse circulation drilling. mean the fully paid ordinary shares in the capital of the Company and Share means Shares any one of them. Shareholder means a holder of Shares in the Company. Share Registry means Automic Group. Ta means tantalum. Ta205 means tantalum pentoxide. means the minerals tenements (comprising granted tenements and pending applications for granted tenements) that the Company has acquired an interest in, Tenements comprised of the Tenement Applications and the Tenement Assets, as described in Section 8 of this Prospectus. Tenement means the Exploration Licence applications E53/2151, E53/2147 and E53/2159 Applications means the Dundas Project Tenements, Mount Jewell Project Tenements, Mailman Tenement Assets Hill Project Tenements and Mt Bartle Project Tenements means the Australasian Code for Public Reporting of Technical Assessments and VALMIN Code Valuations of Mineral Assets 2015 Edition. means the vendors of the Tenements acquired by the Company pursuant to the Vendors FMG Agreement, Mount Jewell Agreement and Legendre Agreement Zn means zinc.

LIGHTNING MINERALS PROSPECTUS 270

14. APPLICATION FORM

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LIGHTNING MINERALS PROSPECTUS 271

PUBLIC OFFER APPLICATION FORM

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Lightning Minerals Limited ACN 656 005 122

Your Application Form must be received by no later than: 31 October 2022

(unless extended or closed earlier)

Application Options:

Option A: Apply Online and Pay Electronically (Recommended)

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Apply online at: https://apply.automic.com.au/LightningMinerals

✓ Pay electronically: Applying online allows you to pay electronically, via BPAY® or EFT (Electronic Funds Transfer).
✓ Get in first, it’s fast and simple: Applying online is very easy to do, it eliminates any postal delays and removes the risk of it being potentially lost in transit.
✓ It’s secure and confirmed: Applying online provides you with greater privacy over your instructions and is the only method which provides you with confirmation that your Application has been successfully processed.

To apply online, simply scan the barcode to the right with your tablet or mobile device or you can enter the URL above into your browser.

Option B: Standard Application

Enter your details below (clearly in capital letters using pen), attach cheque and return in accordance with the instructions on page 2 of the form.

Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . 0 0 Applications under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).
Applicant name(s) and postal address (Refer to Naming Standards overleaf)

3. Contact details

Telephone Number Contact Name (PLEASE PRINT) ( )

Email Address

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

CHESS Holders Only – Holder Identification Number (HIN)

Note: if the HIN is incorrect or the name and address details in ~~section 2 does not match exactly with your registration details~~ held at CHESS, any Shares issued as a result of your Application ~~will be held on the Issuer Sponsored subregister.~~

TFN/ABN/Exemption Code Applicant #1 Applicant #2 Applicant #3 If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund

YOUR PRIVACY

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Automic Pty Ltd (ACN 152 260 814) trading as Automic Group advises that Chapter 2C of the Corporation Act 2001 requires information about you as a securityholder (including your name, address and details of the Shares you hold) to be included in the public register of the entity in which you hold Shares. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

CORRECT FORMS OF REGISTRABLE TITLE

Type of Investor
Correct Form of Registration
Incorrect Form of Registration
Individual
Mr John Richard Sample
J R Sample
Joint Holdings
Mr John Richard Sample & Mrs Anne Sample
John Richard & Anne Sample
Company
ABC Pty Ltd
ABC P/L or ABC Co
Trusts
Mr John Richard Sample

John Sample Family Company
Superannuation Funds
Mr John Sample & Mrs Anne Sample

John & Anne Superannuation Fund
Partnerships
Mr John Sample &
Mr Richard Sample

John Sample & Son
Clubs/Unincorporated Bodies
Mr John Sample

Health Club
Deceased Estates
Mr John Sample

Anne Sample (Deceased)

INSTRUCTIONS FOR COMPLETING THE FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS PUBLIC OFFER APPLICATION FORM.

This is an Application Form for fully paid ordinary Shares in Lightning Minerals Limited (ACN 656 005 122) ( Company ) made under the terms of the Public Offer set out in the Prospectus dated 05 October 2022.

Capitalised terms not otherwise defined in this document has the meaning given to them in the Prospectus. The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the Prospectus and any supplementary Prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary Prospectus (if applicable) and an Application Form, on request and without charge.

Shares Applied For & Payment Amount - Enter the number of Shares & the amount of the application monies payable you wish to apply for. Applications must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).
Applicant Name(s) and Postal Address - ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. Refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.
Contact Details - Please provide your contact details for us to contact you between 9:00am and 5:00pm (AWST) should we need to speak to you about your application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/#/home
CHESS Holders - If you are sponsored by a stockbroker or other participant and you wish to hold Shares allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a “Securityholder Reference Number” (‘SRN’) will be allocated to you.
TFN/ABN/Exemption - If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.
Payment - Payments for Applications made using a paper Application Form can only be made by cheque. Your cheque must be made payable to “Lightning Minerals Ltd Subscription A/C” and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable" . Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Completed Application Forms and accompanying cheques must be received before 5:00pm (AEDT) on the Closing Date by being delivered or mailed to the address set out in the instructions below.
Applicants wishing to pay by BPAY® or EFT should complete the online Application, which can be accessed by following the web address provided on the front of the Application Form. Please ensure that payments are received by 5:00pm (AEDT) on the Closing Date. Do not forward cash with this Application Form as it will not be accepted.

DECLARATIONS

BY SUBMITTING THIS APPLICATION FORM WITH THE APPLICATION MONIES, I/WE DECLARE THAT I/WE:

Have received a copy of the Prospectus, either in printed or electronic form and have read the Prospectus in full;
Have completed this Application Form in accordance with the instructions on the form and in the Prospectus;
Declare that the Application Form and all details and statements made by me/us are complete and accurate;
I/we agree to provide further information or personal details, including information related to tax-related requirements, and acknowledge that processing of my application may be delayed, or my application may be rejected if such required information has not been provided;
Agree and consent to the Company collecting, holding, using and disclosing my/our personal information in accordance with the Prospectus;
Where I/we have been provided information about another individual, warrant that I/we have obtained that individual’s consent to the transfer of their information to the Company;
Acknowledge that once the Company accepts my/our Application Form, I/we may not withdraw it;
Apply for the number of Shares that I/we apply for (or a lower number allocated in a manner allowed under the Prospectus);
Acknowledge that my/our Application may be rejected by the Company in its absolute discretion;
Authorise the Company and their agents to do anything on my/our behalf necessary (including the completion and execution of documents) to enable the Shares to be allocated;
Am/are over 18 years of age;
Agree to be bound by the Constitution of the Company; and
Acknowledge that neither the Company nor any person or entity guarantees any particular rate of return of the Shares, nor do they guarantee the repayment of capital.

LODGEMENT INSTRUCTIONS

The Offer is expected to open on 13 October 2022 and is expected to close on 31 October 2022. The Directors reserve the right to close the Offer at any time once sufficient funds are received or to extend the Offer period. Applicants are encouraged to submit their Applications as early as possible. Completed Application Forms and payments must be submitted as follows:

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Paper Application and Cheque Online Applications and BPAY® or EFT Payments
By Post: OR By Hand Delivery: Online:
Lig htning Minerals Limited Lightning Minerals Limited https://apply.automic.com.au/LightningMinerals
C/- Automic Pty Ltd C/- Automic Pty Ltd
GPO Box 5193 Level 5, 126 Phillip Street
SYDNEY NSW 2001 SYDNEY NSW 2000
ASSISTANCE
Need help with your application, no problem. Please contact Automic on:
PHONE: LIVE WEBCHAT: EMAIL:
1300 288 664 within Australia Go to www.automicgroup.com.au [email protected]
+61 (2) 9698 5414 from outside Australia
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ASSISTANCE

Need help with your application, no problem. Please contact Automic on:

Appendix 1 – JORC Code, 2012 Edition – Table 1

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LIGHTNING MINERALS PROSPECTUS 272

JORC Code, 2012 Edition – Table 1

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

This Table 1 presents material information for historical exploration data disclosed by the Company relating to the Dundas Project

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Criteria JORC Code explanation Commentary
Sampling Nature and quality of sampling (e.g. cut No exploration results are reported
techniques channels, random chips, or specific The Company has sourced various
specialised industry standard electronic files containing historical
measurement tools appropriate to the records of drilling and surface
minerals under investigation, such as point sampling data from prospect
downhole gamma sondes, or handheld areas external to the area covered
XRF instruments, etc.). These examples by the tenements, largely from
should not be taken as limiting the open-source data stored by the
broad meaning of sampling. WA government. The data exists as
Include reference to measures taken to excel spread sheets, text files and
ensure sample representivity and the public reports.
appropriate calibration of any The Company has not undertaken
measurement tools or systems used. any data validation or independent
Aspects of the determination of checks on the data.
mineralisation that are Material to the All available data is historical in
Public Report. nature from exploration
In cases where ‘industry standard’ work campaigns conducted prior to
has been done, this would be relatively 2021.
simple (e.g. ‘reverse circulation drilling There is no record of measures
was used to obtain 1 m samples from taken to ensure sample
which 3 kg was pulverised to produce a representivity.
30 g charge for fire assay’). In other The field and laboratory sub-
cases, more explanation may be sampling methods not recorded.
required, such as where there is coarse No field samples have been
gold that has inherent sampling submitted for geochemical or
problems. Unusual commodities or geometallurgy analysis by the
mineralisation types (e.g. submarine Company
nodules) may warrant disclosure of All historical results have been
detailed information. previously disclosed in the public
domain by other entities.
Drilling Drill type (e.g. core, reverse circulation, No drilling is reported
techniques open-hole hammer, rotary air blast,
auger, Bangka, sonic, etc.) and details
(e.g. core diameter, triple or standard
tube, depth of diamond tails, face-
sampling bit or other type, whether core
is oriented and if so, by what method,
etc.).
Drill sample Method of recording and assessing core No drilling is reported
recovery and chip sample recoveries and results
assessed.
Measures taken to maximise sample
recovery and ensure representative
nature of the samples.
Whether a relationship exists between
sample recovery and grade and whether
sample bias may have occurred due to
preferential loss/gain of fine/coarse
material.
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LIGHTNING MINERALS PROSPECTUS 273

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Criteria JORC Code explanation Commentary
Logging Whether core and chip samples have No exploration results are reported
been geologically and geotechnically
logged to a level of detail to support
appropriate Mineral Resource
estimation, mining studies and
metallurgical studies.
Whether logging is qualitative or
quantitative in nature. Core (or costean,
channel, etc.) photography.
The total length and percentage of the
relevant intersections logged.
Sub- If core, whether cut or sawn and No exploration results are reported
sampling whether quarter, half or all core taken.
techniques If non-core, whether riffled, tube
and sample sampled, rotary split, etc. and whether
preparation sampled wet or dry.
For all sample types, the nature, quality
and appropriateness of the sample
preparation technique.
Quality control procedures adopted for
all sub-sampling stages to maximise
representivity of samples.
Measures taken to ensure that the
sampling is representative of the in situ
material collected, including for instance
results for field duplicate/second-half
sampling.
Whether sample sizes are appropriate to
the grain size of the material being
sampled.
Quality of The nature, quality and appropriateness No exploration results are reported
assay data of the assaying and laboratory
and procedures used and whether the
laboratory technique is considered partial or total.
tests For geophysical tools, spectrometers,
handheld XRF instruments, etc., the
parameters used in determining the
analysis including instrument make and
model, reading times, calibrations
factors applied and their derivation, etc.
Nature of quality control procedures
adopted (e.g. standards, blanks,
duplicates, external laboratory checks)
and whether acceptable levels of
accuracy (i.e. lack of bias) and precision
have been established.
Verification The verification of significant No exploration results are reported
of sampling intersections by either independent or
and alternative company personnel.
assaying The use of twinned holes.
Documentation of primary data, data
entry procedures, data verification, data
storage (physical and electronic)
protocols.
Discuss any adjustment to assay data.
Location of Accuracy and quality of surveys used to The locations of data points
data points locate drill holes (collar and down-hole external to the licences are
surveys), trenches, mine workings and recorded in the Company’s
other locations used in Mineral Resource database in projection GDA 1994
estimation. MGA Zone 51.
Specification of the grid system used. The survey method for the holes is
Quality and adequacy of topographic not recorded.
control. Down hole surveys are not
recorded.
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LIGHTNING MINERALS PROSPECTUS 274

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Criteria JORC Code explanation Commentary
Data Data spacing for reporting of Exploration No exploration results are reported
spacing and Results.
distribution Whether the data spacing and
distribution is sufficient to establish the
degree of geological and grade
continuity appropriate for the Mineral
Resource and Ore Reserve estimation
procedure(s) and classifications applied.
Whether sample compositing has been
applied.
Orientation Whether the orientation of sampling No exploration results are reported
of data in achieves unbiased sampling of possible No drilling is reported
relation to structures and the extent to which this is
geological known, considering the deposit type.
structure If the relationship between the drilling
orientation and the orientation of key
mineralised structures is considered to
have introduced a sampling bias, this
should be assessed and reported if
material.
Sample The measures taken to ensure sample The company is not aware of any
security security. available information regarding
historical sample security.
Audits or The results of any audits or reviews of The company is not aware of any
reviews sampling techniques and data. reviews or audits of sampling
techniques.
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LIGHTNING MINERALS PROSPECTUS 275

Section 2 Reporting of Exploration Results

(Criteria listed in section 1 also apply to this section.)

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Criteria JORC Code explanation Commentary
Mineral Type, reference name/number, location The Dundas Project (Dundas)
tenement and ownership including agreements or comprises eight (8) granted
and land material issues with third parties such as Exploration Licences (E15/1748,
tenure joint ventures, partnerships, overriding E28/3027, E28/3028, E63/1932,
status royalties, native title interests, historical E63/1993, E63/2000, E63/2001 and
sites, wilderness or national park and E63/2028), covering an area of
environmental settings. approximately 450km 2 in the
The security of the tenure held at the Norseman area of Western
time of reporting along with any known Australia.
impediments to obtaining a licence to See attached Independent
operate in the area. Solicitors Report relating to the
legal status of the tenure
Exploration Acknowledgment and appraisal of .Western Group
done by exploration by other parties.
other
parties
Eastern Group
Geology Deposit type, geological setting and The Western Group tenements are
style of mineralisation. located within the Parker,
Norseman and Kambalda Domains
of the Kalgoorlie Terrane of the
Eastern Goldfields Superterrane of
the Archaean Yilgarn Craton.
The Eastern Group tenements are
located mainly within the
Menangina Domain of the Kurnalpi
Terrane. The north-northwest
trending Ockerburry Fault System,
which defines the boundary
between the Kalgoorlie and
Kurnalpi Terranes runs between
the two tenement Groups. To the
east and south lie the highly
strained rocks that define the
structurally reworked margin with
the adjacent Albany-Fraser
Orogen.
The Company intends to assess the
geologically prospectivity of the
tenements for lithium and base
metals mineralisation. Initial
exploration will mainly be focussed
testing the grade and continuity of
LCT-style lithium anomalism within
tenements E63/2001 and E63/2028
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LIGHTNING MINERALS PROSPECTUS 276

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Criteria JORC Code explanation Commentary
Drill hole A summary of all information material to No new drilling information is
Information the understanding of the exploration included in this report.
results including a tabulation of the
following information for all Material
drillholes:
easting and northing of the drillhole
collar
elevation or RL (Reduced Level –
elevation above sea level in metres) of
the drillhole collar
dip and azimuth of the hole
downhole length and interception
depth
hole length.
If the exclusion of this information is
justified on the basis that the
information is not Material and this
exclusion does not detract from the
understanding of the report, the
Competent Person should clearly
explain why this is the case.
Data In reporting Exploration Results, No exploration results are reported
aggregation weighting averaging techniques,
methods maximum and/or minimum grade
truncations (e.g. cutting of high grades)
and cut-off grades are usually Material
and should be stated.
Where aggregate intercepts incorporate
short lengths of high grade results and
longer lengths of low grade results, the
procedure used for such aggregation
should be stated and some typical
examples of such aggregations should
be shown in detail.
The assumptions used for any reporting
of metal equivalent values should be
clearly stated.
Relationship These relationships are particularly No exploration results are reported
between important in the reporting of
mineralisati Exploration Results.
on widths If the geometry of the mineralisation
and with respect to the drillhole angle is
intercept known, its nature should be reported.
lengths If it is not known and only the downhole
lengths are reported, there should be a
clear statement to this effect (e.g. ‘down
hole length, true width not known’).
Appropriate maps and sections (with Appropriate plans and sections are
Diagrams scales) and tabulations of intercepts included in the accompanying
should be included for any significant documentation.
discovery being reported These should
include, but not be limited to a plan view
of drillhole collar locations and
appropriate sectional views.
Where comprehensive reporting of all The accompanying document is
Balanced Exploration Results is not practicable, considered to represent a balanced
reporting representative reporting of both low and report.
high grades and/or widths should be
practiced to avoid misleading reporting
of Exploration Results.
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LIGHTNING MINERALS PROSPECTUS 277

Criteria	JORC Code explanation	Commentary
Other substantive exploration data	Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	No exploration results are reported All meaningful and material data is reported.
Further work	The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling). Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.	The Company intends to use the monies raised through the Offer to undertake its exploration work programs as presented in the main body of the accompanying document

LIGHTNING MINERALS PROSPECTUS 278

JORC Code, 2012 Edition – Table 1

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

This Table 1 presents material information for historical exploration data disclosed by the Company relating to the Mount Jewell Project

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Criteria JORC Code explanation Commentary
Sampling Nature and quality of sampling (e.g. cut The Company has sourced various
techniques channels, random chips, or specific electronic files containing historical
specialised industry standard records of drilling and surface
measurement tools appropriate to the point sampling data from prospect
minerals under investigation, such as areas within the area covered by its
downhole gamma sondes, or handheld portfolio of exploration licences,
XRF instruments, etc.). These examples largely from open-source data
should not be taken as limiting the stored by the WA government. The
broad meaning of sampling. data exists as excel spread sheets,
Include reference to measures taken to text files and public reports.
ensure sample representivity and the The Company has not undertaken
appropriate calibration of any any data validation or independent
measurement tools or systems used. checks on the data.
Aspects of the determination of All available drilling and sampling
mineralisation that are Material to the data is historical in nature from
Public Report. exploration campaigns conducted
In cases where ‘industry standard’ work prior to 2021.
has been done, this would be relatively There is no record of measures
simple (e.g. ‘reverse circulation drilling taken to ensure sample
was used to obtain 1 m samples from representivity.
which 3 kg was pulverised to produce a The field and laboratory sub-
30 g charge for fire assay’). In other sampling methods not recorded.
cases, more explanation may be No field samples have been
required, such as where there is coarse submitted for geochemical or
gold that has inherent sampling geometallurgy analysis by the
problems. Unusual commodities or Company
mineralisation types (e.g. submarine All historical results have been
nodules) may warrant disclosure of previously disclosed in the public
detailed information. domain by other entities.
Drill type (e.g. core, reverse circulation, The Company is not aware of any
Drilling open-hole hammer, rotary air blast, records of drilling technique
techniques auger, Bangka, sonic, etc.) and details information
(e.g. core diameter, triple or standard
tube, depth of diamond tails, face-
sampling bit or other type, whether core
is oriented and if so, by what method,
etc.).
Drill sample Method of recording and assessing core The company is not aware of any
recovery and chip sample recoveries and results records of drilling sample
assessed. recoveries
Measures taken to maximise sample
recovery and ensure representative
nature of the samples.
Whether a relationship exists between
sample recovery and grade and whether
sample bias may have occurred due to
preferential loss/gain of fine/coarse
material.
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LIGHTNING MINERALS PROSPECTUS 279

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Criteria JORC Code explanation Commentary
Logging Whether core and chip samples have Geology logging data is not
been geologically and geotechnically available for the drilling
logged to a level of detail to support The company is not aware of any
appropriate Mineral Resource photos of the core or chips.
estimation, mining studies and
metallurgical studies.
Whether logging is qualitative or
quantitative in nature. Core (or costean,
channel, etc.) photography.
The total length and percentage of the
relevant intersections logged.
Sub- If core, whether cut or sawn and The field sub sampling techniques
sampling whether quarter, half or all core taken. are not recorded.
techniques If non-core, whether riffled, tube The laboratory sub sampling
and sample sampled, rotary split, etc. and whether methods are not recorded.
preparation sampled wet or dry. There are no records of field or
For all sample types, the nature, quality quality control samples in the
and appropriateness of the sample database – i.e., field duplicates; lab
preparation technique. duplicates; standards or blanks
Quality control procedures adopted for The company has no available
all sub-sampling stages to maximise information on sample
representivity of samples. representivity.
Measures taken to ensure that the
sampling is representative of the in situ
material collected, including for instance
results for field duplicate/second-half
sampling.
Whether sample sizes are appropriate to
the grain size of the material being
sampled.
Quality of The nature, quality and appropriateness Assay data is recorded as being
assay data of the assaying and laboratory analysed at ALS Orange; however,
and procedures used and whether the it is unclear whether this applies to
laboratory technique is considered partial or total. all assay data given its historical
tests For geophysical tools, spectrometers, nature.
handheld XRF instruments, etc., the There are no assay certificates
parameters used in determining the available for review.
analysis including instrument make and The company has no information
model, reading times, calibrations on QAQC or laboratory procedures
factors applied and their derivation, etc. and techniques.
Nature of quality control procedures
adopted (e.g. standards, blanks,
duplicates, external laboratory checks)
and whether acceptable levels of
accuracy (i.e. lack of bias) and precision
have been established.
Verification The verification of significant There has been no verification
of sampling intersections by either independent or No significant intersections are
and alternative company personnel. being reported by the Company.
assaying The use of twinned holes. The Company is not aware of any
Documentation of primary data, data twinned holes.
entry procedures, data verification, data There is no documentation of the
storage (physical and electronic) primary data capture and storage.
protocols. No adjustment has been made to
Discuss any adjustment to assay data. assay data.
Location of Accuracy and quality of surveys used to The locations of the holes are
data points locate drill holes (collar and down-hole recorded in the Company’s
surveys), trenches, mine workings and database in projection GDA 1994
other locations used in Mineral Resource MGA Zone 51.
estimation. The survey method for the holes is
Specification of the grid system used. not recorded.
Quality and adequacy of topographic Down hole surveys are not
control. recorded.
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LIGHTNING MINERALS PROSPECTUS 280

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Criteria JORC Code explanation Commentary
Data Data spacing for reporting of Exploration The data spacing and distribution
spacing and Results. is insufficient to establish the
distribution Whether the data spacing and degree of geological and grade
distribution is sufficient to establish the continuity appropriate for the
degree of geological and grade estimation of a Mineral Resource.
continuity appropriate for the Mineral The Company is unaware of
Resource and Ore Reserve estimation whether any sample compositing
procedure(s) and classifications applied. was applied.
Whether sample compositing has been
applied.
Orientation Whether the orientation of sampling No exploration results are reported
of data in achieves unbiased sampling of possible No historical drilling is reported
relation to structures and the extent to which this is
geological known, considering the deposit type.
structure If the relationship between the drilling
orientation and the orientation of key
mineralised structures is considered to
have introduced a sampling bias, this
should be assessed and reported if
material.
Sample The measures taken to ensure sample The company is not aware of any
security security. available information regarding
historical sample security.
Audits or The results of any audits or reviews of The company is not aware of any
reviews sampling techniques and data. reviews or audits of sampling
techniques.
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LIGHTNING MINERALS PROSPECTUS 281

Section 2 Reporting of Exploration Results

(Criteria listed in section 1 also apply to this section.)

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Criteria JORC Code explanation Commentary
Mineral Type, reference name/number, location The Mount Jewell Project (Mount
tenement and ownership including agreements or Jewell) comprises one (1) granted
and land material issues with third parties such as Exploration Licence covering an
tenure joint ventures, partnerships, overriding area of 8.9 km2 located
status royalties, native title interests, historical approximately 55 km north of
sites, wilderness or national park and Kalgoorlie
environmental settings.
The security of the tenure held at the See attached Independent
time of reporting along with any known Solicitors Report relating to the
impediments to obtaining a licence to legal status of the tenure
operate in the area.
Exploration Acknowledgment and appraisal of
done by exploration by other parties.
other
parties
Geology Deposit type, geological setting and The Mount Jewell Project lies on
style of mineralisation. the margin of the Boorara Domain,
which is part of the Kalgoorlie
Terrane and adjacent to the
Gindalbie Domain of the Eastern
Goldfields Superterrane of the
Yilgarn Craton.
The Company has interpreted
Mount Jewell to offer the potential
for komatiite-hosted nickel-
sulphide mineralisation
Drill hole A summary of all information material to No new drilling information is
Information the understanding of the exploration included in this report.
results including a tabulation of the The Company cannot verify (and
following information for all Material does not have reasonable grounds)
drillholes: the open source public records and
easting and northing of the drillhole justifies its exclusion of the collar
collar and downhole information for the
elevation or RL (Reduced Level – results which are presented to give
elevation above sea level in metres) of context to the overall geological
the drillhole collar setting only.
dip and azimuth of the hole The additional information is not
downhole length and interception Material and this exclusion does
depth not detract from the
hole length. understanding of the report.
If the exclusion of this information is The Company has not made any
justified on the basis that the forward-looking statements
information is not Material and this relating to the historical
exclusion does not detract from the information and will use monies
understanding of the report, the raised through the Offer to make
Competent Person should clearly its assessment of the prospectivity
explain why this is the case. of the Project.
Data In reporting Exploration Results, No new Exploration Results are
aggregation weighting averaging techniques, included in this report.
methods maximum and/or minimum grade
truncations (e.g. cutting of high grades)
and cut-off grades are usually Material
and should be stated.
Where aggregate intercepts incorporate
short lengths of high grade results and
longer lengths of low grade results, the
procedure used for such aggregation
should be stated and some typical
examples of such aggregations should
be shown in detail.
The assumptions used for any reporting
of metal equivalent values should be
clearly stated.
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LIGHTNING MINERALS PROSPECTUS 282

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Criteria JORC Code explanation Commentary
Relationship These relationships are particularly No new Exploration Results are
between important in the reporting of included in this report.
mineralisati Exploration Results.
on widths If the geometry of the mineralisation
and with respect to the drillhole angle is
intercept known, its nature should be reported.
lengths If it is not known and only the downhole
lengths are reported, there should be a
clear statement to this effect (e.g. ‘down
hole length, true width not known’).
Diagrams Appropriate maps and sections (with Appropriate plans and sections are
scales) and tabulations of intercepts included in the accompanying
should be included for any significant documentation.
discovery being reported These should
include, but not be limited to a plan view
of drillhole collar locations and
appropriate sectional views.
Balanced Where comprehensive reporting of all The accompanying document is
reporting Exploration Results is not practicable, considered to represent a balanced
representative reporting of both low and report.
high grades and/or widths should be
practiced to avoid misleading reporting
of Exploration Results.
Other Other exploration data, if meaningful All meaningful and material data is
substantive and material, should be reported reported.
exploration including (but not limited to): geological
data observations; geophysical survey results;
geochemical survey results; bulk
samples – size and method of treatment;
metallurgical test results; bulk density,
groundwater, geotechnical and rock
characteristics; potential deleterious or
contaminating substances.
Further The nature and scale of planned further The Company intends to use the
work work (e.g. tests for lateral extensions or monies raised through the Offer to
depth extensions or large-scale step-out undertake its exploration work
drilling). programs as presented in the main
Diagrams clearly highlighting the areas body of the accompanying
of possible extensions, including the document
main geological interpretations and
future drilling areas, provided this
information is not commercially
sensitive.
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LIGHTNING MINERALS PROSPECTUS 283

JORC Code, 2012 Edition – Table 1 Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

This Table 1 presents material information for historical exploration data disclosed by the Company relating to the Mailman Hill Project

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Criteria JORC Code explanation Commentary
Sampling Nature and quality of sampling (e.g. cut The Company has sourced various
techniques channels, random chips, or specific electronic files containing historical
specialised industry standard records of drilling and surface
measurement tools appropriate to the point sampling data from prospect
minerals under investigation, such as areas within the area covered by its
downhole gamma sondes, or handheld portfolio of exploration licences,
XRF instruments, etc.). These examples largely from open-source data
should not be taken as limiting the stored by the WA government. The
broad meaning of sampling. data exists as excel spread sheets,
Include reference to measures taken to text files and public reports.
ensure sample representivity and the The Company has not undertaken
appropriate calibration of any any data validation or independent
measurement tools or systems used. checks on the data
Aspects of the determination of All available drilling and sampling
mineralisation that are Material to the data is historical in nature from
Public Report. exploration campaigns conducted
In cases where ‘industry standard’ work prior to 2021.
has been done, this would be relatively There is no record of measures
simple (e.g. ‘reverse circulation drilling taken to ensure sample
was used to obtain 1 m samples from representivity.
which 3 kg was pulverised to produce a The field and laboratory sub-
30 g charge for fire assay’). In other sampling methods not recorded.
cases, more explanation may be No field samples have been
required, such as where there is coarse submitted for geochemical or
gold that has inherent sampling geometallurgy analysis by the
problems. Unusual commodities or Company
mineralisation types (e.g. submarine All historical results have been
nodules) may warrant disclosure of previously disclosed in the public
detailed information. domain by other entities.
Drill type (e.g. core, reverse circulation, The Company is not aware of any
Drilling open-hole hammer, rotary air blast, records of drilling technique
techniques auger, Bangka, sonic, etc.) and details information
(e.g. core diameter, triple or standard
tube, depth of diamond tails, face-
sampling bit or other type, whether core
is oriented and if so, by what method,
etc.).
Drill sample Method of recording and assessing core The Company is not aware of any
recovery and chip sample recoveries and results records of drilling sample
assessed. recoveries
Measures taken to maximise sample
recovery and ensure representative
nature of the samples.
Whether a relationship exists between
sample recovery and grade and whether
sample bias may have occurred due to
preferential loss/gain of fine/coarse
material.
Logging Whether core and chip samples have Geology logging data is not
been geologically and geotechnically available for the drilling
logged to a level of detail to support The Company is not aware of any
appropriate Mineral Resource photos of the core or chips.
estimation, mining studies and
metallurgical studies.
Whether logging is qualitative or
quantitative in nature. Core (or costean,
channel, etc.) photography.
The total length and percentage of the
relevant intersections logged.
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LIGHTNING MINERALS PROSPECTUS 284

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Criteria JORC Code explanation Commentary
Sub- If core, whether cut or sawn and The field sub sampling techniques
sampling whether quarter, half or all core taken. are not recorded.
techniques If non-core, whether riffled, tube The laboratory sub sampling
and sample sampled, rotary split, etc. and whether methods are not recorded.
preparation sampled wet or dry. There are no records of field or
For all sample types, the nature, quality quality control samples in the
and appropriateness of the sample database – i.e., field duplicates; lab
preparation technique. duplicates; standards or blanks
Quality control procedures adopted for The company has no available
all sub-sampling stages to maximise information on sample
representivity of samples. representivity.
Measures taken to ensure that the
sampling is representative of the in situ
material collected, including for instance
results for field duplicate/second-half
sampling.
Whether sample sizes are appropriate to
the grain size of the material being
sampled.
Quality of The nature, quality and appropriateness There are no assay certificates
assay data of the assaying and laboratory available for review.
and procedures used and whether the The company has no information
laboratory technique is considered partial or total. on QAQC or laboratory procedures
tests For geophysical tools, spectrometers, and techniques.
handheld XRF instruments, etc., the
parameters used in determining the
analysis including instrument make and
model, reading times, calibrations
factors applied and their derivation, etc.
Nature of quality control procedures
adopted (e.g. standards, blanks,
duplicates, external laboratory checks)
and whether acceptable levels of
accuracy (i.e. lack of bias) and precision
have been established.
Verification The verification of significant There has been no historical
of sampling intersections by either independent or verification of significant
and alternative company personnel. intersections.
assaying The use of twinned holes. No significant intersections are
Documentation of primary data, data being reported by the Company.
entry procedures, data verification, data The Company is not aware of any
storage (physical and electronic) twinned holes.
protocols. There is no documentation of the
Discuss any adjustment to assay data. primary data capture and storage.
No adjustment has been made to
assay data.
Location of Accuracy and quality of surveys used to The locations of the holes are
data points locate drill holes (collar and down-hole recorded in the Company’s
surveys), trenches, mine workings and database in projection GDA 1994
other locations used in Mineral Resource MGA Zone 51.
estimation. The survey method for the holes is
Specification of the grid system used. not recorded.
Quality and adequacy of topographic Down hole surveys are not
control. recorded.
Data Data spacing for reporting of Exploration The data spacing and distribution
spacing and Results. is insufficient to establish the
distribution Whether the data spacing and degree of geological and grade
distribution is sufficient to establish the continuity appropriate for the
degree of geological and grade estimation of a Mineral Resource.
continuity appropriate for the Mineral The Company is unaware of
Resource and Ore Reserve estimation whether any sample compositing
procedure(s) and classifications applied. was applied.
Whether sample compositing has been
applied.
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LIGHTNING MINERALS PROSPECTUS 285

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Criteria JORC Code explanation Commentary
Orientation Whether the orientation of sampling No exploration results are reported
of data in achieves unbiased sampling of possible No historical drilling is reported
relation to structures and the extent to which this is
geological known, considering the deposit type.
structure If the relationship between the drilling
orientation and the orientation of key
mineralised structures is considered to
have introduced a sampling bias, this
should be assessed and reported if
material.
Sample The measures taken to ensure sample The company is not aware of any
security security. available information regarding
historical sample security.
Audits or The results of any audits or reviews of The company is not aware of any
reviews sampling techniques and data. reviews or audits of sampling
techniques.
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LIGHTNING MINERALS PROSPECTUS 286

Section 2 Reporting of Exploration Results

(Criteria listed in section 1 also apply to this section.)

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Criteria JORC Code explanation Commentary
Mineral Type, reference name/number, location The Mailman Hill Project comprises
tenement and ownership including agreements or one (1) granted Exploration Licence
and land material issues with third parties such as (E37/1408) covering an area of
tenure joint ventures, partnerships, overriding approximately102 km 2 ,
status royalties, native title interests, historical approximately 30km east-
sites, wilderness or national park and southeast of Leonora in Western
environmental settings. Australia
The security of the tenure held at the See attached Independent
time of reporting along with any known Solicitors Report relating to the
impediments to obtaining a licence to legal status of the tenure
operate in the area.
Exploration Acknowledgment and appraisal of
done by exploration by other parties.
other
parties
Geology Deposit type, geological setting and The Keith-Kilkenny Lineament
style of mineralisation. (sometimes referred to the Keith-
Kilkenny Tectonic Zone) runs
through the southwest portion of
the tenement. This lineament is a
major structural feature within the
Eastern Goldfields Superterrane
and forms the boundary between
the Menangina and Murrin
Domains of the Kurnalpi Terrane of
the Eastern Gold fields
superterrane
The Keith-Kilkenny Lineament is
believed to have controlled the
development of the Pig Well
Graben, which underlies the
central and western portion of the
tenement.
The remaining eastern portion of
the tenement is underlain by the
Murrin Greenstone Belt, which has
an unconformable contact with
the Pig Well Graben. The Murrin
Greenstone Belt is up to 10 km
thick and predominantly consists
of andesitic, mafic and ultramafic
volcanic and intrusive rocks, with
smaller proportions of felsic
volcaniclastic and volcanic rocks,
siltstone, and sandstone.
The Company intends to assess the
geologically prospectivity of the
tenements for gold mineralisation.
Initial exploration will mainly be
focussed testing the grade and
continuity of the Venus deposit
which is located to the north of the
project tenement.
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LIGHTNING MINERALS PROSPECTUS 287

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Criteria JORC Code explanation Commentary
Drill hole A summary of all information material to No new drilling information is
Information the understanding of the exploration included in this report.
results including a tabulation of the The Company cannot verify (and
following information for all Material does not have reasonable grounds)
drillholes: the open source public records and
easting and northing of the drillhole justifies its exclusion of the collar
collar and downhole information for the
elevation or RL (Reduced Level – results which are presented to give
elevation above sea level in metres) of context to the overall geological
the drillhole collar setting only.
dip and azimuth of the hole The additional information is not
downhole length and interception Material and this exclusion does
depth not detract from the
hole length. understanding of the report.
If the exclusion of this information is The Company has not made any
justified on the basis that the forward-looking statements
information is not Material and this relating to the historical
exclusion does not detract from the information and will use monies
understanding of the report, the raised through the Offer to make
Competent Person should clearly its assessment of the prospectivity
explain why this is the case. of the Project.
Data In reporting Exploration Results, No new Exploration Results are
aggregation weighting averaging techniques, included in this report.
methods maximum and/or minimum grade
truncations (e.g. cutting of high grades)
and cut-off grades are usually Material
and should be stated.
Where aggregate intercepts incorporate
short lengths of high grade results and
longer lengths of low grade results, the
procedure used for such aggregation
should be stated and some typical
examples of such aggregations should
be shown in detail.
The assumptions used for any reporting
of metal equivalent values should be
clearly stated.
Relationship These relationships are particularly No new Exploration Results are
between important in the reporting of included in this report.
mineralisati Exploration Results.
on widths If the geometry of the mineralisation
and with respect to the drillhole angle is
intercept known, its nature should be reported.
lengths If it is not known and only the downhole
lengths are reported, there should be a
clear statement to this effect (e.g. ‘down
hole length, true width not known’).
Diagrams Appropriate maps and sections (with Appropriate plans and sections are
scales) and tabulations of intercepts included in the accompanying
should be included for any significant documentation.
discovery being reported These should
include, but not be limited to a plan view
of drillhole collar locations and
appropriate sectional views.
Balanced Where comprehensive reporting of all The accompanying document is
reporting Exploration Results is not practicable, considered to represent a balanced
representative reporting of both low and report.
high grades and/or widths should be
practiced to avoid misleading reporting
of Exploration Results.
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LIGHTNING MINERALS PROSPECTUS 288

Criteria	JORC Code explanation	Commentary
Other substantive exploration data	Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	All meaningful and material data is reported.
Further work	The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling). Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.	The Company intends to use the monies raised through the Offer to undertake its exploration work programs as presented in the main body of the accompanying document

LIGHTNING MINERALS PROSPECTUS 289

LIGHTNING MINERALS PROSPECTUS

AI assistant

LIGHTNING MINERALS LTD — Capital/Financing Update 2022

65212_rns_2022-11-17_51630aac-3fec-4c0e-a95a-2bcfb0f84300.pdf

PROSPECTUS

Lightning Minerals Ltd ACN 656 005 122 Proposed ASX Code: L1M

IMPORTANT NOTICE

Lead Manager:

CONTENTS

IMPORTANT NOTICE

General

Conditional Offer

Expiry Date

Investment Advice

Additional Copies of Prospectus

Restrictions on Offer

Application Forms

Exposure Period

Privacy

Forward Looking Statements

Forecast Financial Information

Statements of Past Performance

Definitions

Risks

Competent Person’s Statement

Miscellaneous

Lead Manager

CORPORATE DIRECTORY

Directors of the Company

Solicitors to the Company

Chief Executive Officer

Company Secretary

Auditor

Registered Office

Investigating Accountant

ASX Code

Independent Geologist

Lead Manager

Share Registry*

LETTER FROM THE BOARD

Dear Investor,

The Dundas Project

The Mailman Hill Project

The Mount Jewell Project

The Mt Bartle Project

Loyalty Options Offer

1 INVESTMENT OVERVIEW

1 INVESTMENT OVERVIEW

1.1 Purpose of the Prospectus

1.2 Summary of the Offer

1.2.1 The Offer

1.2.2 Key Dates*

1.3 Overview of the Company and the Offer

1.4 Key Risk Factors

1.5 Key Financial Information

1.6 Capital Structure following the Offer

Shares

Notes / Assumptions:

Options

Notes / Assumptions:

1.7 Answers to key questions

2. COMPANY AND PROJECTS OVERVIEW

2. COMPANY AND PROJECTS OVERVIEW

2.1 Company Background

Overview of Projects

Geographical location of the Projects

2.2 Dundas Project

Dundas Project location with nearby projects

2.3 Mount Jewell Project

2.4 Mailman Hill Project

2.5 Mt Bartle Project

Mt Bartle Project

2.6 Exploration Work Program

2.7 Business Model

2.8 Strategy and Objectives

2.9 Use of Funds Table

2.10 Financial Information

2.11 Dividend Policy

3. DETAILS OF THE OFFER

3. DETAILS OF THE OFFER

3.1 Offer Shares Offered for Subscription

LIGHTNING MINERALS LTD Capital/Financing Update 2022