NT MINERALS LIMITED — Share Issue/Capital Change 2021

Feb 7, 2021

PROSPECTUS Redbank Copper Limited ACN 059 326 519

For the offer of up to 1,000 new Shares at an issue price of 7.6 cents per Share to raise up to $76 ( Offer ).

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued prior to the Closing Date.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered by this Prospectus are highly speculative.

Contents

1.	Timetable and Important Notes ................................................................................. 3
2.	Corporate Directory .................................................................................................. 6
3.	Details of the Offer .................................................................................................... 7
4.	Purpose of the Offer ............................................................................................... 10
5.	Rights attaching to Shares ...................................................................................... 11
6.	Risk Factors ............................................................................................................ 14
7.	Additional Information ............................................................................................. 21
8.	Directors’ Consent .................................................................................................. 29
9.	Glossary ................................................................................................................. 30

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1. Timetable and Important Notes

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Timetable and Important Dates

Event	Date
Lodgement of Prospectus with ASIC and release to ASX	8 February 2021
OpeningDate of Offer	8 February2021
Closing Date of Offer*	5.00pm (WST) 9 February 2021

• Subject to the ASX Listing Rules, the Directors reserve the right to bring forward or extend the Closing Date or other dates above at any time in their discretion without notice.

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Important Notes

This Prospectus is dated 8 February 2021 and was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Certain capitalised words or expressions used in this Prospectus have defined meanings which are set out at the end of this Prospectus.

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Risk Factors

Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

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Overseas Investors

This Offer 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 or circulate this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue or circulate this Prospectus or to offer the Shares.

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Publicly available information and disclaimer

Information about the Company is publicly available and can be obtained from ASIC and ASX (including the ASX website at www.asx.com.au). The contents of any website or filing with ASIC or the ASX by the Company are not incorporated into this Prospectus and do not constitute part of the Offer unless otherwise expressly stated. This Prospectus is not intended to be read in conjunction with the publicly available information in relation to the Company before make a decision whether or not to invest in the Company or subscribe for Shares.

No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information not so contained may not be relied upon as having been authorised by the Company or any other person in connection with the Offer. You should rely only on information in this Prospectus.

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Electronic Prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please phone the Company on +61 8 9362 9888 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

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Forward-looking statements

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

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important

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factors, many of which are beyond the control of the Company, the Directors and management.

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

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

These forward-looking statements are subject to various risks factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 6.

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Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a holder of equity securities in the Company, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

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

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

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

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2. Corporate Directory

Directors

Michael Hannington (Executive Chairman)

Daryl Henthorn (Non-Executive Director)

Keith Middleton (Non-Executive Director)

Bruce Hooper (Non-Executive Director)

Company Secretary

Kelly Moore

ASX Code

RCP

Registered office

Level 1 1A Agnew Way Subiaco WA 6008

Share Registry*

Automic Registry Services Level 5, 126 Phillip Street Sydney NSW 2000

Telephone: +61 2 8072 1400

Email: hello@automicgroup.com.au Website: www.automicgroup.com.au

Auditor*

Stantons International Audit and Consulting Pty Ltd Level 1, 1 Walker Street West Perth WA 6005

Solicitors

EMK Lawyers Suite 1B Chamber of Commerce Building 16 Phillimore Street Fremantle WA 6160

Telephone: +61 8 9362 9888 Email: admin@redbankcopper.com.au Website: www.redbankcopper.com.au

• These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. They have been included for information purposes only.

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3. Details of the Offer

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Summary of the Offer

Under this Prospectus, the Company invites investors identified by the Directors to apply for up to 1,000 Shares at an issue price of 7.6 cents per Share to raise approximately $76 (before expenses).

The Offer may only be extended to specific parties on invitation from the Company.

Application Forms will only be provided by the Company to such parties.

All of the Shares offered under this Prospectus will rank equally with Shares on issue at the date of this Prospectus. Please refer to Section 5 for further information regarding the rights and liabilities attaching to the Shares.

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Objective

The Company is seeking to raise only a nominal amount under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital.

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company without disclosure under Chapter 6D of the Corporations Act prior to the Closing Date (including prior to the date of this Prospectus).

Relevantly, section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

• (a) the relevant securities are in a class of securities that are quoted securities of the body; and

• (b) either:

• (i) a prospectus is lodged with ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

• (ii) a prospectus is lodged with ASIC before the day on which the relevant securities were issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and

• (c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

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Opening and Closing Date of the Offer

The Opening Date of the Offer will be 8 February 2021 and the Closing Date for the Offer will be 5:00pm WST on 9 February 2021.

The Directors reserve the right to close the Offer early or extend the Closing Date (as the case may be), should it be considered by them necessary to do so.

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Minimum Subscription

There is no minimum subscription in respect of the Offer.

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Application for Shares

Applications for Shares under the Offer must be made by completing the Application Form accompanying or provided with this Prospectus and making the appropriate payment, so that it reaches the Company’s Share Registry no later than 5.00pm WST on the Closing Date.

Payment for the Shares under the Offer must be made in full on application at the issue price of 7.6 cents per Share.

Payment for Shares may be made by Cheque made payable to “Redbank Copper Limited – Offer Account” and crossed “Not Negotiable”.

Competed Application Forms and accompanying cheques must be mailed or delivered to the Company as follows:

Delivery by Hand	Delivery by post
Automic Registry Services Level 2, 267 St Georges Terrace Perth WA 6000	Automic Registry Services GPO Box 5193 Sydney NSW 2001

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Underwriter

The Offer is not underwritten.

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ASX Listing

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made within 7 days of the date of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares offered for subscription.

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Issue of Shares

If the Directors decide to issue Shares under the Offer, the issue of Shares will take place as soon as practicable after the Closing Date. The Directors do not expect to issue any Shares under the Cleansing Offer.

The Directors will determine the allottees of all the Shares the subject of the Offer. The Directors reserve the right to decline any applications received, or to issue a lesser number of Shares than that applied for. Where the number of Shares issued is

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less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date of the Offer.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Shares issued under the Offer will be mailed as soon as practicable after the issue of the Shares.

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Restriction on the distribution of the Prospectus

The distribution of this Prospectus outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws.

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

Residents of countries outside Australia should consult their professional advisors as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application for Shares on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.

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Enquiries

Any questions concerning the Offer should be directed to the Company Secretary, Kelly Moore, on +61 8 9362 9888.

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4. Purpose of the Offer

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Purpose of the Offer

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company without disclosure under Chapter 6D of the Corporations Act prior to the Closing Date (including prior to the date of this Prospectus).

Under the Offer, an amount of up to $76 (before expenses) may be raised. All of the funds raised from the Offer will be applied toward the expenses of the Offer. Refer to section 7.10 for further details relating to the estimated expenses of the Offer.

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Financial Effect of the Offer

Expenses of the Offer are expected to be approximately $7,000 (plus GST) and will be greater than any proceeds that will be received. The expenses of the Offer (exceeding any amounts raised from the Offer) will be met from the Company’s cash reserves. The Offer will have an effect on the Company’s financial position of reducing the cash balance by $6924 (plus GST) being receipt of funds of $76 (assuming the Offer is fully subscribed) less expenses of the Offer of $7,000. If the full amount is not raised then the reduction of the Company’s cash balance will be up to $7,000 (less any amount raised under the Offer), being the expense of the Offer.

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Effect of the Offer on Capital Structure

The effect of the Offer on the capital structure of the Company assuming the Offer is fully subscribed, is set out below.

Shares	Number
Shares currently on issue	410,120,592
Shares offered pursuant to the Offer	1,000
Total Shares on issue after completion of the Offer	410,121,592

Options	Number
Existing Options	Nil
Options offered pursuant to the Offer	Nil
Total options on issue after completion of the Offer	Nil
Performance Rights	Number
Existing Performance Rights1	10,500,000
Performance Rights offered pursuant to the Offer	Nil
Total Performance Rights on issue after completion of the Offer	10,500,000

Note

1. Refer to the Company’s notices of meeting dated 2 April 2020 and 29 October 2020 for terms and conditions of the performance rights.

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5. Rights attaching to Shares

The following is a summary of the material rights and liabilities attaching to Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Fuller details of some of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours. Other rights and liabilities relating to the Shares arise under the Corporations Act.

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General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company (subject to various limited powers of the Chairman under the Constitution to refuse admission or to require a person to leave in certain specified circumstances (e.g. where the person is disruptive).

Shareholders with at least 5% of the votes which may be cast in a general meeting may requisition general meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company (or may themselves convene a general meeting under section 249F of the Corporations Act).

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Voting rights

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

• (a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

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

• (c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each fully paid Share held, but in respect of each partly paid shares shall have such fraction of a vote equivalent to the proportion that the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

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Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to a Shareholders entitled to the dividend which shall be payable in relation to each Share according to the proportion that the amount paid (not credited) on the Share is of the total amounts paid and payable (excluding amounts credited) in respect of such Share.

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The Directors may from time to time pay to the Shareholders any interim dividends as they may determine.

No dividend shall carry interest as against the Company.

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

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Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

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Shareholder liability

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

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Transfer of shares

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

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Future increase in capital

The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of Securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares or grant options over unissued shares as they think fit. This right is subject in effect to specific limitations under the ASX Listing Rules as to the number of securities which can be issued by the Company in a 12 months period without Shareholders’ approval in a general meeting.

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Variation of rights

Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or cancel the rights

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attaching to a class of shares or the rights of members in a class (except where a different procedure applies under the Constitution).

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

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Alteration of constitution

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

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Compliance with the ASX Listing Rules

As the Company is listed on ASX, the Company will need to comply with the ASX Listing Rules, notwithstanding anything contained in its Constitution.

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6. Risk Factors

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Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

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Company specific risks

(a) Requirements for capital

In the future the Company will require further funding. Any additional equity financing will dilute shareholdings. Any debt financing, if available, may involve restrictions on the Company’s activities. If the Company is unable to obtain additional funding as needed, it may be required to reduce the scope of its operations, dispose of assets or scale back its exploration programmes, as the case may be.

The Company’s ability to raise funds through the issue of Shares or other securities is subject to share market conditions from time to time. The market for securities in junior exploration companies can fluctuate.

There is, however, no certainty that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company and its Shareholders.

(b) Exploration success

The future profitability of the Company and the value of its securities are directly related to the results of exploration. The exploration tenements held by the Company are at various stages of exploration and potential investors should understand that minerals exploration and development are high-risk undertakings. There can be no assurance that exploration of these tenements, or any other tenements that may be acquired in the future, will result in discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can ultimately be economically exploited.

The Company’s future exploration activities may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical

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difficulties, industrial and environmental accidents, native title processes and laws relating to Aboriginal heritage, changing government regulations and many other factors beyond the Company’s control.

The Company’s success will also depend upon the Company having access to sufficient development capital, being able to maintain, renew or replace title to its tenements and obtaining all required approvals for its activities. In the event that exploration programs prove to be unsuccessful, this could lead to diminution in the value of the Company’s tenements, a reduction in the cash reserves of the Company and possible relinquishment of tenements.

The Company’s anticipated exploration costs are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may be materially different to these estimates and assumptions. Accordingly, no assurance can be given that any cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

(c) Mineral Commodity price volatility

Even if the Company’s exploration is successful, any resultant development or mining operations will be subject to a range of risk factors, including fluctuations in the market price for relevant mineral commodities.

If the Company achieves exploration success leading to mineral production, the Company’s financial performance will be sensitive to the price for that mineral. The price for minerals is affected by numerous factors and events that are beyond the Company’s control. These factors and events include general economic activity, world demand, forward selling activity, cost of production by the producers of such minerals and other matters such as inflationary expectations, interest rates, currency exchange rates (particularly the strength of the US dollar) as well as general global economic conditions and political trends.

(d) Forfeiture risk

The Company has in the past, not satisfied its expenditure conditions on all of its tenements. If the Company is unable to meet its tenement expenditure in the future, the Company may forfeit those tenements and this may have an adverse effect on the value of the Company and its securities. The travel and physical distancing restrictions imposed as a result of the Covid-19 virus may prevent the Company accessing its tenements or completing sufficient exploration activity to meet tenement expenditure commitments. In such cases, unless expenditure requirements may be reduced, deferred or waived as a result of the impact of the virus, the Company may forfeit those tenements.

(e) Weather window

One of the Company’s projects is located in the Northern Territory of Australia. The Northern Territory has a warm and humid monsoon climate with distinct wet and dry seasons. Most rain falls during the period from

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December to April. Throughout this period, the Company’s activities may be restricted. Adverse weather conditions could lead to curtailment, delay or cancellation of the Company’s operations, which may result in the Company incurring significant financial costs. This may have a material adverse effect on the profitability of the Company and ultimately the value of the Company and its securities.

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Industry specific risks

(a) COVID-19

The outbreak of the coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. Any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company. This may include travel restrictions that limit or prevent the activities the Company can carry out on its tenements from time to time.

(b) Resource estimates

Any resource estimates released by the Company in the future will be expressions of judgement based on knowledge, experience and industry practice. Estimates which are valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretation, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

(c) Operating and development risks

Even if the Company’s exploration is successful, the Company’s ability to achieve any production, development, operating cost and capital expenditure estimates in a timely basis cannot be assured. The business of minerals development and mining involves many risks and may be impacted by factors including ore tonnes, yield, input prices (some of which are unpredictable and beyond the Company’s control), overall availability of free cash to fund continuing development activities, labour force disruptions, cost overruns, change in the regulatory environment and other unforeseen contingencies such as the Covid-19 virus.

Other risks also exist such as environmental hazards (including discharge of pollutants or hazardous chemicals), industrial accidents and occupational and health hazards. Such occurrences could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in mining, increased production costs and other monetary losses and possible legal liability to the owner or operator of a mine. The Company may become subject to liability for pollution or other hazards against which it has not insured or cannot insure, including those in respect of past mining activities in an area for which it was not responsible.

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The risks outlined above also mean that there can be no assurances as to the future development of a mining operation in relation to any of the Company’s projects or which the Company may acquire in the future.

(d) Environmental

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

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations.

The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive.

Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programs or mining activities.

(e) Tenure risks and native title

Interest in tenements in Australia is governed by the respective state and territory mining legislation. 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 tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

If exploration is successful, the Company will not be able to exploit any mineral deposit unless the Company has or acquires a mining lease. The grant of a mining lease is subject to ministerial discretion.

Additionally, in areas where native title exists or may exist, the ability of the Company to acquire a valid mining lease may also be subject to compliance with the ‘right to negotiate’ process under the Native Title Act. Compliance with this process can cause delays in obtaining the grant of a mining lease and does not ultimately guarantee that a mining lease will be granted.

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Attaining a negotiated agreement with native title claimants or holders to facilitate the grant of a valid mining can add significantly to the costs of any development or mining operation.

The ability of the Company to conduct activities on exploration or mining tenements is subject to compliance with laws protecting Aboriginal heritage. Conduct of site surveys to ensure compliance can be expensive and subject to delays. If any Aboriginal sites are located within areas of proposed exploration, mining or other activities, the ability of the Company to conduct those activities may be dependent on the Company obtaining further regulatory consents or approvals.

(f) Safety legislation

Current and future mines are subject to a range of safety legislation which may change in a manner that may include requirements in addition to those now in effect, and a heightened degree of responsibility for companies and their directors and employees.

(g) Competition risk

The industry in which the Company is involved is subject to domestic and global competition. Although 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, which activities or actions may, positively or negatively, affect the operation and financial performance of the Company’s projects and business.

(h) Industrial action

The Company is subject to the risk of industrial action and work stoppages by employees and contractors who provide services which are necessary for the continued operation of the Company’s businesses.

(a) Acquisition risk

The Company’s objectives include the pursuit of new projects in the resources sector, by way of acquisition or investment. The Directors will use their expertise and experience in the resources sector to assess the value of potential projects that have characteristics that are likely to provide returns to Shareholders. There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that any acquisitions will result in a return for Shareholders.

(i) Community relations and landowners

The Company’s ability to undertake exploration and production on tenements will depend in part on its ability to maintain good relations with relevant local communities. Any failure to adequately manager community and social expectations with respect to compensation for land access, employment opportunities, impact on local business and other expectations may lead to local dissatisfaction with the Company, which in turn may lead to disruptions

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in the exploration and production (if relevant at the time) programs for the tenements and potentially losses.

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General risks

(a) Liquidity of Shares

There may be relatively few potential buyers or sellers of the Shares on the ASX at any time. This may increase the volatility of the price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in a market price being received which is less than the price that Shareholders paid to acquire their Shares.

(b) Stock market fluctuations and economic conditions

The Shares to be issued under this Prospectus are expected to be quoted on the ASX. The price of Shares may rise or fall and there is no certainty in respect of profitability, dividends, return of capital, or the price at which the Shares may trade on the ASX.

The selling value of the Shares will be determined by the stock market and will be subject to a range of factors beyond the control of the Company, and the Directors and officers of the Company. Such factors include, but are not limited to:

• (i) the demand for and availability of Shares; (ii) movements in domestic interest rates; (iii) exchange rates (iv) general and domestic economic activity; and (v) fluctuations in the Australian and international stock markets.

Returns from an investment from the Shares may also depend on general stock market conditions as well as the performance of the Company. There can be no guarantee that there will be an active market in the Shares.

Changes in economic and business conditions or government policies in Australia or internationally may affect the fundamentals which underpin the projected growth of the Company’s target markets or its cost structure and profitability. Adverse changes in such things as the level of inflation, interest rates, exchange rates, government policy (including fiscal, monetary and regulatory policies), consumer spending and employment rates, amongst others, are out of the control of the Company and may result in material adverse impacts on the business or its operating results.

(c) Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of subscribing for Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect

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to the taxation consequences of subscribing for Shares under this Prospectus.

(d) Investment risks

As with any stock market investment, there are various risks associated with investing in the Company, specifically because of the nature of the Company’s exploration business and the present stage of development of the Company’s operations. Potential investors should consider whether the Shares offered under this Prospectus are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risk factors set out in this section. Many of these risk factors are outside the Directors’ control. Whilst some common risk factors are set out in this section, it is not possible to produce an exhaustive list. The Directors recommend that potential investors consult their professional advisers before deciding whether to apply for Shares.

(e) Adverse changes to government policy and taxation

Changes in relevant taxation laws, interest rates, other legal, legislative and administrative regimes, and government policies, may have an adverse effect on the assets, operations and ultimately the Company’s financial performance. These factors may ultimately affect the Company’s financial performance and the market price of the Shares.

(f) Claims, liability and litigation

The Company is not currently involved in any material legal proceedings. As previously announced to the ASX, the Company is in dispute with various entities associated with former director Mr Michael Fotios with respect to outstanding loan and trade creditor debts owed by the Company and Redbank Operations Pty Ltd. These disputes may result in litigation, including by way of statutory demand. The Directors are seeking a commercial settlement for payment of these outstanding debts. If and to the extent any litigation arises in respect of these debts, the Directors consider the Company has sufficient cash reserves and access to funding to meet any amounts for which the Company Group is found to be liable.

While the Directors are not aware of any other legal proceedings pending or threatened against the Company, the risk of litigation remains a general risk to the Company. The Company may incur costs in making payments to settle any such claims which may not be adequately covered by insurance or at all. Any litigation or settlement may have an adverse impact on the Company’s financial position.

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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

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performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares under this Prospectus.

7. Additional Information

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Litigation

As at the date of this Prospectus, except as previously disclosed to the ASX in respect of outstanding loan and trade creditor amounts owed to entities associated with former Director Mr Michael Fotios, the Company is not involved in any legal proceedings and the Directors are not aware of any material legal proceedings pending or threatened against the Company.

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Continuous Disclosure Obligations

The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is issued in circumstances where significant publicly available information in relation to the Company exists by virtue of disclosures to ASX. This Prospectus does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors are encouraged to have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific disclosure requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus. These disclosure requirements require the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

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Information about the Company that is already in the public domain has not generally been included in this Prospectus other than certain information required to be included in this Prospectus by the Corporations Act.

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

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, the offices of the ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the annual financial report most recently lodged by the Company with the ASIC;

• (ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and

• (iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act or any document lodged in relation to the Company under section 675 of the Corporations Act which are given or lodged with ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC or ASX in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged by the Company with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
08/02/2021	Appendix 2A
08/02/2021	Change of Director’s Interest Notice
08/02/2021	Vesting and Exercise of Performance Rights
28/01/2021	Quarterly Cashflow Report
28/01/2021	Quarterly Activities Report
01/12/2020	Change of Director’s Interest Notice x 3
01/12/2020	Appendix 3G
01/12/2020	Initial Director’s Interest Notice
30/11/2020	Results of Annual General Meeting

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30/11/2020	Annual General Meeting Presentation
30/11/2020	AHM Chairman’s Address
24/11/2020	Operational Update
23/11/2020	Redbank Appoints Highly Experienced Copper Executive
05/11/2020	Exploration Update
02/11/2020	Quarterly Cashflow Report
02/11/2020	Quarterly Activities Report
30/10/2020	Monthly Cashflow Report
30/10/2020	Monthly Activities Report
30/10/2020	Termination of Mandates and Withdrawal of Resolutions
30/10/2020	Proposed issue of Securities - RCP
30/10/2020	Clarification of Announcement
29/10/2020	Notice of Annual General Meeting/Proxy Form
29/10/2020	Capital Raising Update and AGM Date
12/10/2020	Strategic Acquisition of Tenements
06/10/2020	Sandy Flat Exploration Target
01/10/2020	Ceasing to be a substantial holder
24/09/2020	Date of AGM and Closing Date for Director Nominations
16/09/2020	Investor Briefing
15/09/2020	Investor Presentation
15/09/2020	Redbank Copper Limited Reinstatement
15/09/2020	Reinstatement to Official Quotation
14/09/2020	Reinstatement to Official Quotation
14/09/2020	Securities Trading Policy
14/09/2020	Corporate Governance Statement
14/09/2020	Capital Structure
14/09/2020	Balance Sheet
14/09/2020	Distribution Schedule
14/09/2020	Top 20 Holders
14/09/2020	Monthly Activities Report
14/09/2020	Pre-reinstatement Disclosure
14/09/2020	Request for Extension of Voluntary Suspension
11/09/2020	Request for Extension of Voluntary Suspension
10/09/2020	Change in substantial holding
10/09/2020	Request for Extension of Voluntary Suspension

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09/09/2020	Replacement Change in substantial holding notice
09/09/2020	Change in substantial holding
09/09/2020	Change in substantial holding
09/09/2020	Request for Extension of Voluntary Suspension
08/09/2020	Request for Extension of Voluntary Suspension
07/09/2020	Appendix 2A
07/09/2020	Request for Extension of Voluntary Suspension
04/09/2020	Proposed issue of Securities - RCP
04/09/2020	Placement to Sophisticated Investors
03/09/2020	Appendix 4G
03/09/2020	2020 Annual Report

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours or via ASX’s website at www.asx.com.au

The announcements are also available through the Company’s website www.redbankcopper.com.au

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Market price of shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on the ASX.

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

Type	Price	Date
Highest	8.1c	7 December 2020
Lowest	6.3c	18 January2021
Last	8.0c	5 February2021

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Substantial Shareholders

Based on public information as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
Wyllie Group Pty Ltd	46,787,278	11.47
Mr Jason Peterson1	27,635,301	6.78

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Lantech Developments Pty Ltd[2] 26,484,291 6.49

Notes:

1. Held indirectly via associated entities Cityscape Asset Pty Ltd (17,561,644 Shares), Celtic Capital Pty Ltd (3,041,218 Shares) and Sunset Capital Management Pty Ltd (7,032,439 Shares).

2. This entity is controlled by Director Mr Daryl Henthorn.

There will be no material change to the substantial holders as a result of the issue of any Shares offered pursuant to the Offer.

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Interests of Directors

Other than as set out in this Prospectus, no Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

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

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

• (i) its formation or promotion; or

• (ii) the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director:

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

• (e) for services provided in connection with:

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

• (ii) the Offer.

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Security holdings

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus is set out in the table below.

Director	Shares	Options	Performance Rights
Michael Hannington	500,000	Nil	6,500,000
Daryl Henthorn	26,484,2911	Nil	2,000,0001
Keith Middleton	8,888,8902	Nil	2,000,0002
Bruce Hooper	281,6903	Nil	Nil

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Notes

1. Held by Lantech Developments Pty Ltd ATF DAC Family Trust ( Lantech ). This entity is controlled by Director Mr Daryl Henthorn, who is also a beneficiary of the DAC Family Trust.

2. Held by Middleton Nominees (SA) Pty Ltd ATF Middleton Family Trust. This entity is controlled by Director Mr Keith Middleton, who is also a beneficiary of the Middleton Family Trust.

3. Held by Beverley Edith Jackson-Hooper, Mr Hooper’s spouse.

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Remuneration and Benefits

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $300,000 per annum.

A Director may be paid a fee or other amounts (i.e. non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The following table shows the total (and proposed) annual remuneration paid to both executive and non-executive directors.

Director	Financial year ending 30 June 2021 (proposed)	Financial year ending 30 June 2020	Financial year ending 30 June 2019
Michael Hannington	$250,000	$245,266	Nil
Daryl Henthorn	$48,000	$44,000	Nil
Keith Middleton	$48,000	$44,000	Nil
Bruce Hooper	$28,000	Nil	Nil

Notes:

All Directors were appointed on 2 August 2019. This does not include any reimbursements that the Directors may receive for work related expenses.

In addition to the above remuneration, Mr Daryl Henthorn has indirectly received the following benefits with respect to the Company:

• (a) Viridian Capital Pty Ltd ( Viridian ), which Mr Henthorn controls, has, since Mr Henthorn was appointed a Director on 2 August 2019, been paid cash by the Company for bookkeeping and administrative services totalling $52,256,

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analyst consulting fees totalling $32,095 and corporate advisory fees totalling $60,000;

• (b) the Company has paid Viridian capital raising fees totalling $54,000 on amounts raised by the Company under capital raising mandates with Viridian; and

• (c) the Company has paid Lantech interest of $11,385 on a $150,000 loan, and $5,863 of interest on a $100,000 loan. Both outstanding loans have now been fully converted into Shares as detailed in the Company’s notice of meting dated 2 April 2020.

In addition to the above remuneration, Mr Keith Middleton has indirectly received the benefit of $5,808.22 in interest paid on a loan to the Company by Middleton Nominees (SA) Pty Ltd ATF The Middleton Family Trust, an entity controlled by Director Keith Middleton. The loan has now been fully converted into Shares as detailed in the Company’s notice of meeting dated 2 April 2020.

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Interests of advisers

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

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

• (b) promoter of the Company; or

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

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

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

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

• (i) its formation or promotion; or

• (ii) the Offer; or

• (f) the Offer,

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

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

• (h) the Offer.

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EMK Lawyers has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay EMK Lawyers $3,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, EMK Lawyers has been paid fees totalling $75,276 (excluding GST and disbursements) for legal services provided to the Company and its subsidiaries.

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Consents

Each of the parties referred to in this Section:

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

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

• (c) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and any statement included in this Prospectus with the consent of that party as specified in this Section.

EMK Lawyers has given its written consent to being named as the solicitors to the Company in this Prospectus. EMK Lawyers has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

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Estimated Expenses of Offer

The estimated expenses of the Offer are estimated to be approximately $7,000 (excluding GST) and are expected to primary comprise legal fees and ASIC fees. The estimated expenses will be paid out of the Company’s existing working capital plus the extent of any funds raised from Applications received in respect of the Offer.

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Clearing House Electronic Sub-Register System (“CHESS”) and Issuer Sponsorship

The Company will not be issuing share certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

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8. Directors’ Consent

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

In accordance with Section 720 of the Corporations Act, each Director has consented in writing to the lodgement of this Prospectus with the ASIC.

_________ Michael Hannington Executive Chairman For and on behalf of Redbank Copper Limited

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9. Glossary

Applicant means an investor that applies for Shares under the Offer using an Application Form pursuant to this Prospectus.

Application Form means the Application Form accompanying this Prospectus.

ASIC means the Australian Securities and Investments Commission.

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

ASX Listing Rules means the listing rules of the ASX.

Board means the board of Directors unless the context indicates otherwise.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Closing Date means closing date for receipt of an Application Form as set out in Section 1.1.

Company means Redbank Copper Limited (ACN 059 326 519).

Constitution means the Company’s Constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means directors of the Company at the date of this Prospectus.

Dollar or “$” means Australian dollars.

Offer means the offer of 1,000 Shares at an issue price of 7.6 cents per Share in order to raise up to $76 pursuant to this Prospectus.

Official Quotation means official quotation on ASX.

Opening Date means the opening date for receipt of an Application Form under this Prospectus as set out in Section 1.1.

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share subject to vesting conditions.

Prospectus means this Prospectus.

relevant interest bears the meaning attributed to that expression in section 9 of the Corporations Act.

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

Shareholder means the holder of a Share.

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Share Registry means Automic Registry Services.

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

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