TRUE NORTH COPPER LIMITED - Capital/Financing Update 2021

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Duke Exploration Limited ABN 28 119 421 868

Share Purchase Plan

Eligible shareholders have the opportunity to participate in the Share Purchase Plan offer (SPP Offer) by applying for up to $30,000 of fully paid ordinary shares in Duke Exploration Limited without incurring brokerage

The SPP Offer closes (unless extended) at 5pm (Brisbane time) on Friday, 25 June 2021

This SPP Offer Booklet is important and should be read in its entirety. If you do not understand any part of this document or are in doubt as to what you should do, you should contact your professional adviser immediately. This document is provided for your information purposes and is not a prospectus or other disclosure document under the Corporations Act.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Key dates ................................................................................................................................ 2
Message from the Chairman ................................................................................................. 3
1 Frequently Asked Questions ......................................................................................... 5
2 SPP Offer – Terms and conditions ................................................................................ 8
3 Definitions .................................................................................................................... 15
Corporate Directory ............................................................................................................. 16

KEY DATES

EY DATES
Record Date	7:00pm (Brisbane time) on Wednesday, 9 June 2021
Opening date of the SPP Offer	Monday, 14 June 2021
Closing Date — last date for lodgement of Applications and payment of Application Money	5:00pm (Brisbane time) on Friday, 25 June 2021
Announcement of Results	Tuesday, 29 June 2021
Issue and allotment of New Shares	Wednesday, 30 June 2021

Eligible Shareholders that wish to participate in the SPP Offer are encouraged to subscribe for New Shares as soon as possible after the SPP Offer opens. The Company reserves the right, subject to the Corporations Act, and other applicable laws, to vary the dates of the SPP Offer (including extending the SPP Offer or accepting late applications) without notice.

Important information

Some capitalised words and expressions used in this SPP Offer Booklet have meanings which are explained in section 3.

A reference to time in this SPP Offer Booklet is to the time in Brisbane, Australia, unless otherwise stated. All financial amounts in this SPP Offer Booklet are expressed in Australian dollars.

MESSAGE FROM THE CHAIRMAN

14 June 2021

Dear Shareholder

On behalf of the Board, I am pleased to invite you to participate in the Duke Exploration Limited SPP Offer.

Background

As announced on Thursday, 10 June 2021, the SPP Offer is part of a capital raising comprising:

an institutional placement to sophisticated and institutional investors ( Placement ); and
this SPP Offer to allow eligible shareholders to purchase up to $30,000 of fully paid ordinary shares in the Company,

(together, the Capital Raising ).

The Company aims to raise up to $11 million under the Capital Raising.

Offer price

The offer price per New Share will be $0.36 which represents a discount of 16.3% to the volume weighted average closing market price of a Share traded on ASX over the 5 trading days prior to the announcement of the SPP Offer.

Use of Capital Raising proceeds

Funds raised from the Capital Raising will be used primarily to develop the Company’s Bundarra Copper Gold Project including:

resource drilling and infill drilling on Mt Flora and other deposits identified through successful exploration target drilling such as Quorn;
an expanded development program on Mt Flora including metallurgical and mining studies;
follow up Resource upgrade at Mt Flora and resource estimate at Quorn;
regional exploration using our advanced direct detection techniques to generate additional targets for development;
commence exploration drilling at Prairie Creek;
expanded exploration target drill testing program to test new targets; and
working capital purposes.

Details of the SPP Offer

Under the SPP Offer, all Eligible Shareholders will be able to purchase additional Shares in the capital of the Company at the Offer Price.

Participation in the SPP Offer is optional and is open to all Eligible Shareholders who were registered holders of ordinary shares in the Company as at 7:00pm (Brisbane time) on Wednesday, 9 June 2021 ( Record Date ).

Please note that the directors reserve the right to cap the SPP Offer at $3 million, and New Shares will be allocated on a first come first serve basis.

The SPP Offer opens on Monday, 14 June 2021.

This SPP Offer Booklet contains details about the SPP Offer and instructions on how to participate in the SPP Offer.

Actions required to participate in the SPP Offer

The SPP Offer closes at 5.00pm (Brisbane time) on Friday, 25 June 2021 unless extended. To participate, you need to ensure that either your completed Application Form and Application Money, or your Application Money submitted by BPAY[ ®,] are received before this time in accordance with the instructions set out on the Application Form and in section 2.10 of this SPP Offer Booklet.

With this SPP Offer Booklet you will also find your Application Form which provides instructions on how to participate in the SPP Offer.

On behalf of the Board, I invite you to consider this opportunity and thank you for your continued support.

Yours sincerely

Toko Kapea

Non-Executive Chairman

1 Frequently Asked Questions

About the SPP Offer
What is the SPP Offer?	The SPP Offer provides Eligible Shareholders with an opportunity to apply for up to $30,000 of additional ordinary Shares (New Shares) without paying brokerage.
What is the offer price of New Shares?	The offer price is $0.36 per New Share which represents a 16.3% discount to the volume weighted average closing market price of Shares traded on ASX over the 5 trading days prior to the announcement of the SPP Offer.
Why is the Company making the SPP Offer?	The SPP Offer is part of a capital raising being implemented in conjunction with a placement to sophisticated, institutional and professional investors, which was announced on Thursday, 10 June 2021. Funds raised under the capital raising will primarily be used to explore and develop the Company’s Bundarra Copper Project, including: • resource drilling and infill drilling on Mt Flora and other deposits identified through successful exploration target drilling such as Quorn; • an expanded development program on Mt Flora including metallurgical and mining studies; • follow up Resource upgrade at Mt Flora and resource estimate at Quorn; • regional exploration using our advanced direct detection techniques to generate additional targets for development; • commence exploration drilling at Prairie Creek; • expanded exploration target drill testing program to test new targets; and • working capital purposes.
Who is eligible to participate in the SPP Offer?	Only Eligible Shareholders may participate in this SPP Offer. Eligible Shareholders are those holders of Shares who: (a) are registered as a holder of Shares on the Record Date; (b) have a registered address in Australia or New Zealand; (c) are not in the United States, are not a U.S. Person and are not acting for the account or benefit of a person in the United States or a U.S. Person; and (d) are eligible under all applicable securities laws to receive an offer under the SPP Offer. Shareholders that are not Eligible Shareholders are Ineligible Shareholders.
Do I have to participate in the SPP Offer?	No, participation is entirely voluntary. If you do not wish to apply for New Shares in the SPP Offer, no action is required on your part. Please note that Shareholders who do not participate will have their

	percentage shareholding in the Company reduced as a result of the issue of New Shares to participating Eligible Shareholders.
How long is the SPP Offer period?	The SPP Offer opens for acceptances on Monday, 14 June 2021 and all Applications and payments of Application Money must be received by no later than 5:00pm (Brisbane time) on Friday, 25 June 2021, subject to any variation of the Closing Date by the Directors.
When will the New Shares be allotted?	It is expected that the New Shares will be allotted on Wednesday, 30 June 2021 and will commence normal trading on Thursday, 1 July 2021. However, if the Closing Date is extended, the date for allotment may also be extended.
What are the costs associated with applying for new Shares?	There are no brokerage, commissions or other transaction costs payable by you when you apply for, or are allocated, New Shares.
Is the SPP Offer underwritten?	No, it is not underwritten.
Do any other terms and conditions apply to the SPP Offer?	Yes, please see section 2 for the terms and conditions of the SPP Offer.
About participating in the SPP Offer
Can I withdraw my application if the market price of the Shares fall after I submit my application?	Your Application may not be withdrawn once it is received by the Company, even if the market price of Shares has fallen. There is a risk that the Share price may rise or fall between the date the SPP Offer commences and the date when New Shares are allotted, or otherwise allocated, to you. This means that the price paid by you under this SPP Offer may be either higher or lower than the Share price at the time of the offer or at the time the New Shares are allotted, or otherwise allocated, to you.
How much can I invest?	Each Eligible Shareholder may participate in the SPP Offer by applying for a parcel of New Shares in $2,500 increments from a minimum of $2,500 to a maximum of $30,000. $30,000 is the most an individual can apply for even if you receive more than one Application Form. This is subject to scale back in accordance with the SPP Offer terms. As the SPP Offer is not a pro-rata offer, as long as you are an Eligible Shareholder who held at least one Share at the Record Date, you will be eligible to participate in the SPP Offer (subject to any scale back).
Am I able to accept more than one offer?	If you receive more than one offer under the SPP Offer, for example, because you hold Shares in more than one capacity, you may submit more than one Application, using multiple Application Forms or the personalised BPAY®customer reference number shown on the Application Forms. However, the total value of New Shares you may apply for, using one or more Application Forms, cannot exceed $30,000.
Can I transfer my rights to participate under the SPP Offer to someone else?	No, the offer to purchase New Shares under the SPP Offer is non- renounceable. This means you cannot transfer your right to apply for the New Shares to anyone else.
Will I receive the full amount that I apply for?	The Company has the discretion as to the amount raised under the SPP Offer, this includes reserving the right to scale back if applications in excess of $3 million are received. This means you may not receive the full parcel of New Shares for which you have applied. New Shares will be allocated on a first come first serve basis.

	If there is a scale back, the Company may in its absolute discretion determine to apply a scale back to the extent and manner it sees fit. The Company will announce any scale back it applies (if any) on the ASX.
Will I receive interest on returned Application Money?	No interest will be paid on any Application Money returned to you, including following any scale back.
How will any Application Money not applied to the New Shares be returned to me?	The payment method will be determined by the Company in its absolute discretion. By applying for New Shares, each Shareholder authorises the Company to pay any monies to be refunded using the payment instructions of the Shareholder recorded in the Share Registry records if the Company elects to pay in this manner.
If I receive a fraction of a New Share, how will it be rounded?	Any fractions of a New Share will be rounded up to the nearest whole number.
How can I apply for New Shares under the SPP Offer?	The SPP terms and conditions (see section 2.10) and your personalised Application Form set out details of how you can apply for New Shares under the SPP Offer.
Should I participate in the SPP Offer?	The offer to apply for New Shares is not a recommendation. If you are in any doubt about the SPP Offer, whether you should participate in the SPP Offer or how participation will affect you, you should consider seeking professional financial and taxation advice before making a decision as to whether or not to accept this offer.

2 SPP Offer – Terms and conditions

2.1 Offer Price

The offer price is $0.36 per New Share which represents a 16.3% discount to the volume weighted average closing market price of Shares traded on ASX over the 5 trading days prior to the announcement of the SPP Offer.

Eligible Shareholders should note that the Share price may rise or fall between the date the SPP Offer commences and the date when New Shares are allotted, or otherwise allocated, to Eligible Shareholders. This means that the price paid by Eligible Shareholders under this SPP Offer may be either higher or lower than the Share price at the time of the offer or at the time the New Shares are allotted, or otherwise allocated, to them.

The current Share price can be obtained from the ASX at www.asx.com.au (ASX code: DEX).

2.2 Eligible Shareholders

Only Eligible Shareholders may participate in this SPP Offer. Eligible Shareholders are those holders of Shares who:

(a) are registered as a holder of Shares on the Record Date;
(b)
have a registered address in Australia or New Zealand;
(c) are not in the United States, are not a U.S. Person and are not acting for the account or benefit of a person in the United States or a U.S. Person; and
(d) are eligible under all applicable securities laws to receive an offer under the SPP Offer.

Shareholders that are not Eligible Shareholders are Ineligible Shareholders.

2.3 Parcels of New Shares

Eligible Shareholders may participate by selecting one of the following parcels of New Shares:

Parcel	Amount payable	Number of New Shares
A	$2,500	6,945
B	$5,000	13,889
C	$7,500	20,834
D	$10,000	27,778
E	$12,500	34,723
F	$15,000	41,667
G	$17,500	48,612
H	$20,000	55,556
I	$22,500	62,500
J	$25,000	69,445
K	$27,500	76,389
L	$30,000	83,334

If an you make a payment for a parcel of New Shares which is:

(a) less than $2,500 – the Company will not allot any New Shares to you and the Application Money received will be refunded without interest;
(b) greater than $30,000 – subject to scale back, the Company will allocate 83,334 New Shares to you in relation to $30,000 and will refund the excess application money to you; or
(c) for an amount between $2,500 and $30,000 that is not a multiple of $2,500 – subject to scale back, the Company will allocate to you the number of New Shares that would have been allocated had you applied for a multiple of $2,500 that is nearest to but less than the amount of payment, and will refund the excess application money to you.

Please see section 2.10 for further details on how to participate in the SPP Offer.

2.4 Applications may be scaled back

If the total value of Applications for New Shares under this SPP Offer is more than $3 million, the Company reserves the right (in its absolute discretion) to scale back Applications.

If there is a scale back, Eligible Shareholders may receive less than the parcel of New Shares for which they applied. If a scale back produces a fractional number of New Shares when applied to a parcel, the number of New Shares will be rounded up to the nearest whole number of New Shares.

In the event of a scale back, the difference between the Application Money received, and the number of New Shares allotted to an Eligible Shareholder multiplied by the Offer Price, will be refunded to the Eligible Shareholder without interest following allotment of the New Shares.

2.5 Maximum investment by Eligible Shareholders

Under ASIC Class Order 2019/547, Eligible Shareholders may only acquire up to a maximum of $30,000 of New Shares under a share purchase plan or similar plan in any 12 month period (except in certain circumstances – see section 2.14).

This limitation applies, for example, even if you receive more than one Application Form or if you hold Shares in more than one capacity (i.e. if you are both a single holder and joint holder of Shares). An Eligible Shareholder may nly apply on different Application Forms for New Shares but may not apply for New Shares with an aggregate value of more than $30,000. The $30,000 limit applies irrespective of the number of Shares you hold on the Record Date.

2.6 Waiver or withdrawal of SPP Offer

The Board reserves the right to:

(a) waive compliance with any provision of the terms and conditions either generally or in specific circumstances; or
(b) to amend or vary any terms and conditions of the SPP Offer or to suspend, terminate or withdraw the SPP Offer at any time before the issue of New Shares, in which case the Company will refund Application Money without payment of interest. Any amendment, variation, suspension or termination will be binding on all Eligible Shareholders even where the Company has not notified the Eligible Shareholder of that event.

2.7 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application or payment once it has been accepted, except as allowed by law.

2.8 Costs of participation

The Company will not charge any brokerage, commissions or other transaction costs in respect of the application for, and allotment of, New Shares.

2.9 No underwriting

The SPP Offer is not underwritten.

2.10 If you wish to apply for New Shares

Before taking any action you should carefully read this SPP Offer Booklet. If you wish to apply for New Shares under the SPP Offer, please do one of the following:

Either:

(a) Payment by cheque or bank draft

If you are paying for your New Shares by cheque, bank cheque or bank draft, complete and return the Application Form with your payment.

You must ensure that your cheque account has sufficient funds to cover your payment, as your cheque will be presented for payment on receipt. If your bank dishonours your cheque your application will be rejected. The Company will not represent any dishonoured cheques.

The Share Registry must receive your completed Application Form together with full payment for the number of New Shares for which you are applying by no later than 5.00pm (Brisbane time) on Friday, 25 June 2021 .

Your cheque, bank cheque or bank draft must be paid in Australian currency and be drawn on an Australian branch of an Australian financial institution. Payments in cash will not be accepted.

Cheques must be made payable to 'Duke Exploration Limited' and crossed 'Not Negotiable'.

or:

(b) Pay by BPAY[® ]

If you are paying for your New Shares by BPAY [ ®] , please refer to your personalised instructions on your Application Form. Please note that should you choose to pay by BPAY [ ® ] you do not need to complete or return the Application Form, but are taken to have made the declarations, representations and warranties described in this SPP Offer Booklet.

When completing your BPAY [ ®] payment, please make sure to use the specific Biller Code and unique reference number provided on your personalised Application Form.

You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY[ ®] are received by 5.00pm (Brisbane time) on Friday, 25 June 2021 .

2.11 Acceptance of the SPP Offer

By the Company receiving your Application, in the form of either your personalised Application Form with the requisite Application Money or you making a payment of the Application Money by BPAY [ ®] , you will be deemed to have represented on behalf of each person on whose account you are acting that:

(a) you agree to be bound by the terms of this SPP Offer Booklet and the provisions of the Company's Constitution;
(b) you authorise the Company to register you as the holder(s) of the New Shares allotted to you;
(c) you declare that all details and statements made in your personalised Application Form are complete and accurate;
(d) you declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the SPP Offer;
(e) you acknowledge that your Application is irrevocable and unconditional;
(f) you agree to apply for, and be issued with up to, the number of New Shares that your payment of Application Money will pay for at the Offer Price;
(g) you authorise the Company and its officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your Application Form;
(h) you declare that you were the registered holder(s) at the Record Date of the Shares indicated on the Application Form as being held by you on the Record Date;
(i) you acknowledge that the information contained in this SPP Offer Booklet is not investment advice or a recommendation that New Shares are suitable for you, given your investment objectives, financial situation or particular needs;
(j) you acknowledge that the New Shares have not, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws;
(k) you have not and will not send any materials relating to the SPP Offer to any person in the United States or that is, or is acting for the account or benefit of a U.S. Person;
(l)
the total application price for the following does not exceed $30,000:
the New Shares the subject of your Application Form or BPAY[ ®] payment;
any other New Shares applied for you under the SPP Offer; and
any other New Shares which you have instructed a custodian to acquire on your behalf under the SPP Offer.
(m) You are in compliance with all relevant laws and regulations (including, without limitation, section 1043A of the Corporations Act (insider trading) and laws and regulations designed to restrict terrorism funding and/or money laundering);
(n) you represent and warrant that the law of any place (other than Australia or New Zealand) does not prohibit you from being given this SPP Offer Booklet or making an Application for New Shares;
(o) you acknowledge that the market price of the Company's Shares may rise or fall between the Opening Date and the date when New Shares are allotted, or otherwise allocated, to you under the SPP Offer and that the price you pay per New Share under this SPP Offer may exceed the market price of the Company's Shares at the time the New Shares are allotted, or otherwise allocated, to you under the SPP Offer; and
(p) you represent and warrant that you are, and each person on whose account you are acting is, an Eligible Shareholder and have read and understood this SPP Offer

Booklet and the Application Form, and that you acknowledge the matters, and make the warranties and representations and agreements contained in this SPP Offer Booklet and the Application Form.

2.12 Address details and enquiries

Completed Applications (including payment of Application Money) should be forwarded by mail to the following addresses:

Automic Pty Limited GPO Box 5193 Sydney NSW 2001 Australia

If you would like further information you can contact your stockbroker, accountant or other professional adviser.

2.13 If you do not wish to participate in the SPP Offer

If you do not wish to participate in the SPP Offer you should do nothing.

2.14 Participation by Eligible Shareholders

(a) Single holder

If you are the registered holder of a holding of Shares but you receive more than one offer under the SPP Offer (for example, due to multiple registered holdings), you may only apply for up to a maximum amount of $30,000 New Shares.

(b) Joint holders

If you are recorded with one or more persons as the joint holder of a holding of Shares, that joint holding is considered to be a single registered holding for the purpose of the SPP Offer and certifications or representations given by a joint holder are taken to have been given by all joint holders. Joint holders are only entitled to participate in the SPP Offer in respect of that single holding. If the same joint holders receive more than one offer under the SPP Offer due to multiple identical holdings the joint holders may only apply for one maximum amount of $30,000 of New Shares.

(c) Custodians

If you hold Shares as a custodian (as defined in the ASIC Class Order 2019/547) for one or more Beneficiaries (as defined below), the SPP Offer is made to the custodian and, subject to a number of conditions, the custodian has the discretion to extend the SPP Offer to the Beneficiaries. The custodian may apply for up to a maximum amount of $30,000 of New Shares for each Beneficiary, however, the Company will not allocate New Shares unless the custodian certifies the matters set out in paragraph 8 of ASIC Class Order 2019/547 in a certificate ( Custodian Certificate ) which it will need to provide to the Share Registry.

A Beneficiary is a person who resides in Australia or New Zealand for whom a custodian (being an Eligible Shareholder) held Shares on behalf of the Beneficiary on the Record Date, and who is not, or is not acting for the account or benefit of, a U.S. Person.

Applications received from custodians must be accompanied by a duly completed and signed Custodian Certificate. Custodians will not be entitled to participate in the SPP Offer if their participation would be in breach of ASIC Class Order 2019/547.

2.15 General information

(a) The Company may accept or reject any Application for New Shares in its absolute discretion.
(b) The Company will refund Application Money received from Ineligible Shareholders, subject to compliance with its legal obligations.
(c) If your Application Form is incomplete, contains errors or is otherwise invalid or defective, the Company may, in its sole discretion, accept, reject, correct or amend your Application, allocate such number of New Shares to you as it considers appropriate, refund your Application Money, or take any combination of these actions.
(d) Any refund will be paid as soon as possible following allocation of the New Shares. No interest will be paid to applicants on any refunded money.

2.16 ASIC Class Order 2019/547

This offer of securities under the SPP Offer is in accordance with the requirements of ASIC Class Order 2019/547. Subject to obtaining any necessary regulatory approval, if you apply for New Shares under the SPP Offer, the Company reserves the right to issue new Shares and arrange for the purchase of some Shares in order to deliver New Shares under the SPP Offer to minimise any dilutive impact.

2.17 Foreign jurisdictions

(a) General restrictions

This SPP Offer Booklet and accompanying Application Form do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

No action has been taken to register or qualify the New Shares, or to otherwise permit an offering of New Shares outside Australia and New Zealand. The New Shares may not be offered in a jurisdiction outside Australia and New Zealand where such an offer is not made in accordance with the laws of that place.

The distribution of this SPP Offer Booklet in jurisdictions outside Australia or New Zealand may be restricted by law and therefore persons who come into possession of this document outside Australia and New Zealand should seek advice on and observe any such restrictions. A failure to comply with these restrictions may constitute a violation of applicable securities laws.

It is the responsibility of any applicant to ensure compliance with any laws of the country relevant to their application. Return of a duly completed Application and/or payment of Application Money will be taken by the Company to constitute a representation that there has been no breach of such laws and that the applicant is physically present in Australia and New Zealand.

(b)

Ineligible Shareholders

The Company is not extending the SPP Offer to Ineligible Shareholders having regard to the cost of complying with legal and regulatory requirements outside Australia and New Zealand, the number of Ineligible Shareholders and the number and value of New Shares which could be offered to Ineligible Shareholders.

Where this SPP Offer Booklet has been dispatched to Ineligible Shareholders, it is provided for information purposes only.

In limited circumstances the Company may elect to treat as Eligible Shareholders certain Shareholders who would otherwise be Ineligible Shareholders, provided the Company is satisfied that it is not precluded from lawfully issuing New Shares to such Shareholders either unconditionally or after compliance with conditions which the Board in its sole discretion regards as acceptable and not unduly onerous.

2.18 Eligible Shareholders in New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to Eligible Shareholders with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

2.19 Privacy

The information about Eligible Shareholders included on an Application is used for the purposes of processing the Application and to administer the Eligible Shareholder's holding of New Shares. By submitting an Application, each Eligible Shareholder agrees that the Company may use the information provided by an Eligible Shareholder on the Application for the purposes set out in this privacy statement and may disclose it for those purposes to the Share Registry and the Company's related bodies corporate, agents and contractors and third party service providers, including mailing houses and professional advisers, and to other regulatory authorities.

The Corporations Act requires the Company to include information about each Shareholder (including name, address and details of the Shares held) in the Register. The information contained in the Register must remain there even if that person ceases to be a Shareholder. Information contained in the Register is also used to facilitate payments and corporate communications (including the Company's financial results, annual reports and other information that the Company wishes to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

Under the Privacy Act 1988 (Cth), you may request access to your personal information held by, or on behalf of, the Company or the Share Registry.

2.20 Governing law

This SPP Offer Booklet, the SPP Offer and the contracts formed on acceptance of Applications are governed by the laws applicable in Queensland, Australia.

3 Definitions

Application Either a completed Application Form and Application Money or Application Money submitted via BPAY[ ®,] Application Form The personalised application form accompanying this SPP Offer Booklet Application Money The payment of the Offer Price under the SPP Offer submitted by an Eligible Shareholder for the purposes of making an Application ASIC The Australian Securities and Investments Commission Board The Board of Directors Capital Raising The SPP Offer and Placement Closing Date 5:00pm (Brisbane time) on Friday, 25 June 2021 Company or Duke Duke Exploration Limited ABN 28 119 421 868 Exploration Constitution The constitution of the Company as amended from time to time Corporations Act Corporations Act 2001 (Cth) Director A director of the Company, from time to time Eligible Shareholder The meaning stated in section 2.2 Ineligible Shareholder A Shareholder who is not an Eligible Shareholder New Shares Shares issued under the SPP Offer Offer Price $0.36 per New Share Opening Date Monday, 14 June 2021 Placement The placement announced to ASX on Thursday, 10 June 2021 Record Date 7:00pm (Brisbane time) on Wednesday, 9 June 2021 Register The register of Shareholders required to be kept under the Corporations Act Share A fully paid ordinary share in the Company SPP Offer Booklet This booklet as modified or varied by any supplementary SPP Offer Booklet given by the Company from time to time SPP Offer The offer of New Shares in accordance with the terms and conditions of this SPP Offer Booklet Share Registry Automic Pty Limited Shareholder A holder of Shares U.S. or United States United States of America, its territories and possessions, any State of the United States of America and the District of Columbia U.S. Person The meaning given in Regulation S under the U.S. Securities Act U.S. Securities Act The United States Securities Act of 1933 , as amended

CORPORATE DIRECTORY

Directors

Mr Toko Kapea – Non-Executive Chairman Mr Philip Condon – Managing Director and CEO Mr Paul Frederiks – Director & Company Secretary Mr Eugene Iliescu – Executive Director Mr Ian McAleese – Non-Executive Director

Senior Management

Share Registry

Automic Pty Limited Level 5, 126 Philip Street Sydney NSW 2000

Telephone: 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia)

Dr Gregor Partington – General Manager of Operations Mr Thomas Dwight – Exploration Manager

Registered office

C/- Level 27 111 Eagle Street BRISBANE QLD 4000

Legal advisors

GRT Lawyers Level 27 111 Eagle Street Brisbane QLD 4000 Australia

Website

http://www.duke exploration.com.au

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DUKE EXPLORATION LIMITED | ACN 119 421 868

All Registry Communication to:

GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 2 9698 5414 (international) [email protected] www.automicgroup.com.au

SRN/HIN: [HolderNumber] ASX Code: DEX Record Date: 7pm (Brisbane time) 9 June 2021

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SHARE PURCHASE PLAN APPLICATION FORM

IMPORTANT: CLOSING DATE 5.00PM (BRISBANE TIME) ON 25 JUNE 2021 (UNLESS VARIED)

1: APPLICATION

Duke Exploration Limited ( Company ) is offering its eligible shareholders the opportunity to purchase up to A$30,000 of fully paid ordinary shares in the Company ( New Shares ) by way of a share purchase plan ( SPP ) ( Offer ). The price under the SPP is $0.36 per New Share (Issue Price) . Other than as defined in this Application Form, capitalised terms have the same meaning as defined in the Offer Booklet. Eligible Shareholders may apply for any one of the following parcels described below:

Application Amount	Number of Shares	Application Amount	Number of Shares
A$2,500	6,945	A$17,500	48,612
A$5,000	13,889	A$20,000	55,556
A$7,500	20,834	A$22,500	62,500
A$10,000	27,778	A$25,000	69,445
A$12,500	34,723	A$27,500	76,389
A$15,000	41,667	A$30,000	83,334

2: PAYMENT: You can pay either by BPAY or Electronic Funds Transfer “EFT”

Option A – BPAY Option B – Electronic Funds Transfer (EFT)

		Biller Code:TBC	The unique reference which has been assigned to your Application is: [HolderId]-[CAId]-DEX
		Ref No:[BPayCRN]	Funds are to be deposited directly to following bank account: Account name:Automic Pty Ltd Account BSB:TBC
			Account number:TBC
Contact cheque	your financial institution to make your payment from your or savings account.		Swift Code:WPACAU2S

Contact your financial institution to make your payment from your cheque or savings account.

Important: You must quote your unique reference as your payment reference/ description when processing your EFT payment. Failure to do so may result in your funds not being allocated to your application and shares subsequently not issued. Note: You do not need to return this form if you have made payment via EFT. Your unique reference will process your payment to your application electronically.

Note: You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your shareholding electronically.

Payment under the Share Purchase Plan can only be made by BPAY® or EFT.

3: PROVIDE YOUR CONTACT DETAILS & ELECT TO BE AN E-SHAREHOLDER

Return to our Share Registry by email to [email protected]


	Telephone Number	Contact Name (PLEASE PRINT)
	( )
	Email Address

INSTRUCTIONS FOR COMPLETION OF THIS FORM

The SPP is offered exclusively to all eligible shareholders (including Custodians), being registered holders of Shares as at the Record Date with a registered address in Australia or New Zealand ( Eligible Shareholders ).

If the Company rejects or scales-back an application or purported application, the Company will return to the Shareholder the relevant application monies, without interest.

HOW TO APPLY FOR NEW SHARES UNDER THE SPP

Application

1 Application As an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of New Shares. Eligible Shareholders can select one of the following parcels prescribed overleaf.

In order to comply with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, the maximum value of New Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under this Offer is $30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest/s). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of shares or because you hold more than one shareholding under separate share accounts).

If the Company receives an amount that does not equal one of the amounts specified overleaf the Company may accept the payment at their discretion and refund any excess Application money (without interest) to the Eligible Shareholder. If the Company receives a subscription of over $30,000 worth of New Shares by an Eligible Shareholder through multiple applications or joint holdings, the Company may refund any excess Application money (without interest) to the Eligible Shareholder.

No fractions of New Shares will be issued. Any fraction of a New Share will be rounded up to the nearest whole number of New Shares (where applicable).

2 Payment Payment by BPAY: You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately.

If you make a payment by BPAY and the Company receives an amount which is not equal to either A$2,500, A$5,000, A$7,500, A$10,000, A$12,500, A$15,000, A$17,500, A$20,000, A$22,500, A$25,000, A$27,500, or A$30,000, the Company may accept the payment at their discretion. Your payment must be for a minimum of A$2,500. Payment must be received by the Share Registry by 5:00pm (Brisbane time) on 25 June 2021.

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your shareholding

electronically and you will be deemed to have applied for such shares for which you have paid.

Payment by EFT: You can make a payment via Electronic Funds Transfer “EFT”. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time and any associated fees with processing a funds transfer.

If you make a payment by EFT and the Company receives an amount which is not equal to either A$2,500, A$5,000, A$7,500, A$10,000, A$12,500, A$15,000, A$17,500, A$20,000, A$22,500, A$25,000, A$27,500, or A$30,000, the Company may accept the payment at their discretion. Your payment must be for a minimum of A$2,500. Payment must be received by the Share Registry by 5:00pm (Brisbane time) on 25 June 2021.

Please ensure you use your unique reference located on the reverse page. This will ensure your payment is processed correctly to your application

electronically.

Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight) and it is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time. The Company and the Share Registry accept no responsibility for delayed or misdelivered Application Forms or payments. You do not need to return this form if you have made payment via EFT. Your unique reference will process your payment to your application electronically.

3 Contact Details

As a valued shareholder in Duke Exploration Limited, you can help minimise the costs of printing and mailing by electing to receive all shareholder communications electronically. This will ensure you receive all future important shareholder communications in a faster and more secure way. Please enter your details and return to our Share Registry by email to [email protected].

IMPORTANT INFORMATION

This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.
If you do not wish to purchase New Shares under the SPP, there is no need to take action.
Please ensure you have read and understood the terms and conditions of the SPP in the Offer Booklet and this section entitled "Important Information" before making payment by BPAY® or EFT.
The offer for New Shares under the SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.
If you are a custodian, trustee or nominee within the meaning of “Custodian” as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, you must complete and submit an additional schedule that contains further certifications and details (Certificate) that must be provided before your application will be received. The Certificate can be obtained by contacting the Share Registry on the telephone number set out below. Applications received by Custodians that are not accompanied by the Certificate will be rejected.
For applicants that are not required to complete the Certificate, by making payment by BPAY® or EFT, you certify that the aggregate of the payment paid by you for:
the parcel of New Shares indicated on this Application Form or BPAY® payment; and
any other New Shares applied for by you, or which you have instructed a custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to making payment by BPAY® does not exceed A$30,000.
The maximum subscription limitation of $30,000 will apply even if an Eligible Shareholder has received more than one Application Form (whether in respect of a joint holding or because the applicant has more than one holding under separate security accounts).
The Company reserves the right to make amendments to this Application Form where appropriate.
Applicants are not assured of receiving the shares for which they have applied as the Company may scale back applications in its discretion. 10. By making payment of application monies, you certify that:
you wish to apply for New Shares under the SPP as indicated on this Application Form;
you received a copy of the Offer Booklet and you have read and understood the terms and conditions of the SPP;
you agree to be bound by the Constitution of the Company and the terms and conditions of the SPP;
you agree to accept any lesser number of New Shares than the number of New Shares applied for; and
you are not in the United States and are not acting for the account or benefit of a person in the United States and have not sent any offering materials relating to the SPP offer to any person in the United States.

If you require further information about the SPP, please contact Automic on 1300 288 664 or +61 2 9698 5414 between 9:00am and 5:00pm (Brisbane time).