VERITY RESOURCES LIMITED — Capital/Financing Update 2019

Jun 27, 2019

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Six Sigma Metals Limited

(ACN 122 995 073)

Prospectus

For a Share Purchase Plan offer to existing shareholders of up to 62,500,000 Shares to raise up to $250,000 (before expenses) at an issue price of $0.004 per New Share, plus one (1) free attaching unlisted New Option for every two (2) New Shares issued.

The Lead Manager to the Offer is Xcel Capital Pty Ltd .

The Offer is not underwritten.

The Offer closes at 5.00pm WST on 12 July 2019.

Important Notice

This is an important document and should be read in its entirety. This Prospectus is a transaction-specific prospectus issued in accordance with Section 713 of the Corporations Act 2001. If you have any queries about any part of the Prospectus, please contact your professional adviser without delay.

The Securities offered by this Prospectus should be considered speculative.

Six Sigma Metals Limited

CORPORATE DIRECTORY

Directors

Ariel Edward (Eddie) King (Non-Executive Chairman) Steven Groves (Non Executive Director) Joshua Letcher (Non Executive Director)

Share Registry*

Advanced Share Registry Services Limited 110 Stirling Highway Nedlands WA 6009

Telephone: (08) 9389 8033 Facsimile: +61(8) 9262 3733

Company Secretary

Mauro Piccini

Registered Office and Principal Place of Business

Suite 2, Level 1 1 Altona Street WEST PERTH WA 6005

Solicitors

Nova Legal Level 2, 50 Kings Park Road West Perth WA 6005

Lead Manager

Xcel Capital Pty Ltd Level 29, 221 St Georges Terrace Perth WA 6005

Website: www.sixsigmametals.com

Securities Exchange Listing

ASX Limited ASX Code: SI6

Auditors*

William Buck Level 20 181 William Street Melbourne VIC 3000

*These parties are included for information purposes only. They have not been involved in the preparation of this Prospectus

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TABLE OF CONTENTS

IMPORTANT	INFORMATION	4
TIMETABLE AND IMPORTANT DATES		7
1.	DETAILS OF THE OFFER	8
2.	RISK FACTORS	15
3.	PURPOSE AND EFFECT OF THE OFFER	19
4.	RIGHTS ATTACHING TO SECURITIES	23
5.	ADDITIONAL INFORMATION	25
6.	INFORMATION AVAILABLE TO SHAREHOLDERS	29
7.	DIRECTORS’ CONSENT	31
8.	DEFINITIONS	32

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IMPORTANT INFORMATION

This Prospectus is dated 28 June 2019 and was lodged with ASIC on that date. Neither ASIC nor ASX, nor any of their officers, take any responsibility for the contents of this Prospectus.

No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. An application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the New Shares the subject of this Prospectus.

In preparing this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. This Prospectus is issued pursuant to Section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all information that would be included in a prospectus for an initial public offering.

This document is important and it should be read in its entirety. The New Shares to be issued pursuant to this Prospectus should be viewed as a speculative investment and Eligible Shareholders should refer to the Risk Factors affecting the Company set out in Section 2. Eligible Shareholders should consult their stockbroker, solicitor, accountant or other professional adviser if necessary.

No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus and any such information may not be relied upon as having been authorised by the Directors.

A copy of this Prospectus can be downloaded from the Company's website at www.sixsigmametals.com. The offer constituted by an electronic version of this Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. Any Shareholder or Shareholder may obtain a hard copy of this Prospectus by contacting the Company.

A number of terms and abbreviations used in this Prospectus have defined meanings set out in Section 8.

OVERSEAS SHAREHOLDERS

New Shares will not be issued pursuant to this Prospectus to Shareholders with a registered address which is outside Australia or New Zealand. This is because the Company has determined that it would be unreasonable to make the Offer under this Prospectus to such Shareholders having regard to the number of Shareholders in the places where the Offer would be made, the number and value of the New Shares that would be offered and the costs of complying with the legal requirements of those places. The distribution of this Prospectus in jurisdictions outside of Australia and New Zealand may be restricted by law and therefore persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the applicable securities law.

This Prospectus does not, and is not intended to, constitute an offer of securities in any jurisdiction where, or to any person to whom, it would be unlawful to make such an offer or issue. This Prospectus has not been, nor will it be lodged, filed or registered with any regulatory authority under the securities laws of any other country.

LEAD MANAGER ARRANGEMENTS (Refer to Section 5.5)

The Company has engaged Xcel Capital Pty Ltd ( Xcel Capital ) pursuant to the terms of a lead manager mandate ( Lead Manager Mandate ) as the Lead Manager for the Placement and Offer, and for the placement of any Shortfall that arises as a result of the Offer. Xcel Capital will receive the following fees for its Lead Manager services:

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• (a) $25,000 plus GST payable at completion of the Placement and Offer. A portion of this amount ($8,333) is payable in relation to the Share Purchase Plan Offer;

• (b) 6% on the total amount raised under the Placement Offer; and

• (c) 20,000,000 Options exercisable at $0.008 and expiring on 1 July 2022.

The material terms and conditions of the Lead Manager Mandate are set out in Section 5.5 of this Prospectus.

RISK FACTORS (Refer to Section 2)

Investors should be aware that an investment in the Company involves risks that may be greater than risks associated with an investment in some other companies. The principal risks that could affect the financial and market performance of the Company are detailed in Section 2 of this Prospectus. The Securities on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, investors should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can be effectively managed is limited.

Careful consideration should be given to all matters raised in this Prospectus and the relative risk factors prior to applying for Securities offered for subscription under this Prospectus. Investors should consider the risk factors described in Section 2, together with the information contained elsewhere in this Prospectus, before deciding whether to apply for Securities.

DIRECTORS’ INTERESTS (Refer to Section 5.7)

The direct and indirect interests of the Directors in the securities of the Company as at the date of this Prospectus, together with their respective entitlements under the Offer are set out below.

Director	Shares (Direct & Indirect)	Options (Direct & Indirect)	Voting Power (%)	Entitlement ($)1	Entitlement (Shares)
Eddie King	750,000	Nil	0.16393%	Up to $15,000	3,750,000
Steven Groves	438,492	6,666,667	0.09584%	Up to $15,000	3,750,000
Joshua Letcher	Nil	6,666,667	0%	Up to $15,000	3,750,000

Notes:

1(a) Eddie King does not intend to participate in the Offer.

1(b) Steven Groves does not intend to participate in the Offer.

1(c) Joshua Letcher does not intend to participate in the Offer.

1. The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting to be divided between the Directors as agreed, currently set at $250,000.

2. The Company incurred remuneration costs relating to its current and previous Directors of $825,686 for the year ended 30 June 2018 and $341,913 for the year ended 30 June 2017. In addition to the above, the Directors’ remuneration costs from 1 July 2018 to 31 December 2018 were $88,983.

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1. If a Director, at the request of the Board of Directors, performs extra services, the Company may pay that Director a fixed sum set by the Board of Directors for doing so. Directors are also reimbursed for out of pocket expenses incurred as a result of the directorship or any special duties.

SUBSTANTIAL HOLDERS

Based on public information as at the date of this Prospectus, the persons who (together with their associates) have a relevant interest in 5% or more of the Company’s securities are set out below:

Shareholder	No. of Shares	%
CAP Holdings Pty Ltd	38,825,879	6.91%
Vermar Pty Ltd / CAP Holdings Pty Ltd / Trayburn PtyLtd 1	62,688,431	11.02%
Kitara Investments Pty Ltd FamilyA/C>	30,000,000	5.34%

In the event the Offer is fully subscribed (or all Shortfall is placed) there will be no change to the substantial holders on completion of the Offer.

1. Pursuant to a Notice of Change of Interests of Substantial Holder provided to the ASX Announcements Platform on 19 June 2019, the Company understands Vermar Pty Ltd, CAP Holdings Pty Ltd and Trayburn Pty Ltd and persons associated with them hold these shares.

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TIMETABLE AND IMPORTANT DATES

EVENT	DATE
Record Date	Thursday 6 June 2019
Announcement of Placement and Share Purchase Plan Offer	Friday 7 June 2019
Lodgement of Prospectus with ASIC	28 June 2019
Opening Date of Share Purchase Plan Offer	28 June 2019
Closing Date of Share Purchase Plan Offer	5.00pm (AWST) Friday 12 July 2019
Issue of Shares under the Share Purchase Plan Offer	15 July 2019
Trading commences for Shares issued under the Share Purchase Plan Offer	16 July 2019

*Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the Securities.

** Dates are indicative only.

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1. DETAILS OF THE OFFER

1.1 The Share Purchase Plan Offer

As announced on 7 June 2019, the Company is undertaking an offer of Shares to existing Shareholders pursuant to a share purchase plan ( Share Purchase Plan ).

By this Prospectus, the Company invites Eligible Shareholders to apply for Shares to raise up to $250,000 at an issue price of $0.004 (before costs) by the issue of up to 62,500,000 New Shares to Eligible Shareholders, with up to 31,250,000 free attaching options to Eligible Shareholders who participate in the Share Purchase Plan, on the basis of one (1) Option for every two (2) New Shares issued (the Offer or Share Purchase Plan Offer ).

All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.2 for further information regarding the rights and liabilities attaching to the Shares.

The Options are unlisted options exercisable at $0.008 each, on or before the expiry date of 1 July 2022. Refer to Section 4.3 for further information regarding the rights and liabilities attaching to the Options.

The purpose of the Share Purchase Plan Offer and the intended use of funds raised are set out in Section 3.1.

1.2 Background

On 7 June 2019 the Company announced a two-stage capital raising comprising:

• (a) a placement to sophisticated and professional investors ( Placement Participants ) of approximately 125,000,000 fully paid ordinary Shares at an issue price of $0.004 per Share ( Placement Shares ) to raise up to approximately $500,000 (before costs) ( Placement );

• (b) the Placement Participants are also entitled to a free attaching unquoted option (exercisable at $0.008 and expiring on 1 July 2022) on the basis of one Option for every two Placement Shares issued;

• (c) an offer to Eligible Shareholders under the Share Purchase Plan of up to 62,500,000 fully paid ordinary shares at $0.004 per Share ( New Shares ) to raise up to approximately $250,000 (before costs); and

• (d) the Share Purchase Plan participants are also entitled to one free attaching Option for every two New Shares issued ( New Options ).

On 17 June 2019 the Company issued 58,624,685 Placement Shares using the Company’s 15% placement capacity under Listing Rule 7.1 and 45,750,315 Placement Shares using the Company’s additional 10% placement capacity under Listing Rule 7.1A ( Tranche 1 Placement Shares ).

Subject to Shareholder approval at the Company’s next general meeting which is anticipated to be held in early August 2019 ( Meeting ), the Company proposes to issue:

• (a) a further 20,625,000 Placement Shares ( Tranche 2 Placement Shares ); and

• (b) the Options attaching to the Tranche 1 and Tranche 2 Placement Shares ( Placement Options ); and Share Purchase Plan Shares.

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1.3 Details of the Share Purchase Plan Offer

New Shares under the Share Purchase Plan will be offered at $0.004 cents per New Share. The maximum number of New Shares which may be issued under the Share Purchase Plan is 62,500,000 to raise approximately $250,000 (before expenses, based on the current capital structure of the Company). A maximum of 31,250,000 New Options may be issued, for nil consideration, free attaching to the New Shares, on a 1:2 basis.

The Company has on issue 561,878,153 Shares, 30,500,000 Unlisted Options and 132,436,366 Listed Options.

1.4

Shareholders eligible to participate

Only Eligible Shareholders may participate in the Share Purchase Offer. “Eligible Shareholders” for the purpose of the Share Purchase Plan Offer are Shareholders:

• (a) who were registered holders of Shares on the Record Date; and

• (b) whose registered address is in Australia and New Zealand.

If you are the only registered Shareholder of a holding of Shares, but you receive more than one Share Purchase Plan Offer (for example because you hold Shares in more than one capacity), you may only apply for one parcel of Shares with a value of up to $15,000. The Company reserves the right to reject any application for Shares under this Prospectus to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements.

Participation in the Share Purchase Plan Offer is optional and is subject to the terms and conditions set out in this Prospectus.

1.5 Applications

An application for the Share Purchase Plan Offer must be made on the Application Form accompanying this Prospectus. Pursuant to the Share Purchase Plan Offer, Eligible Shareholders may apply for a maximum of $15,000 worth of Shares. Eligible Shareholders may participate by selecting one of the options ( Share Purchase Plan Application Amount ) to purchase Shares under the Share Purchase Plan Offer set out in the table below.

	Share Purchase Plan Application Amount	Number of Shares which may be purchased	Number of Options which will be issued
Offer A	$15,000	3,750,000	1,875,000
Offer B	$10,000	2,500,000	1,250,000
Offer C	$6,000	1,500,000	750,000
Offer D	$3,000	750,000	375,000

Any Application Monies received for more than the Applicant’s final allocation of Shares will be refunded.

Eligible Shareholders may apply for the Share Purchase Plan Offer by competing the Application Form accompanying this Prospectus in accordance with the instructions outlined on the Application Form.

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The Offer is non-renounceable, which means that Eligible Shareholders may not transfer their rights to any Shares offered under the Offer.

The Company reserves its right, in its absolute discretion, to:

• (a) close the Offer early;

• (b) accept, reject or scale back applications in such manner as the Directors see fit at their sole discretion including issuing fewer Shares than an Eligible Shareholder applies for under the Offer.

Any determination by the Directors in respect of any scaling back or refusal of any application for Shares will be final subject to regulatory restrictions. If a scale back occurs or the Company refuses an application for Shares, the Company will refund any excess Application Monies to the relevant Eligible Shareholders in full (without interest).

If you make a payment for Shares and the Company receives an amount which is not equal to either $15,000, $10,000, $6,000 or $3,000, the Company may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of $3,000.

1.6 Payment by cheque/bank draft/money order

All cheques, bank drafts or money orders must be drawn on an Australian bank made payable to “Six Sigma Metals Limited Offer A/C” and crossed Not Negotiable in accordance with the instructions on the Application Form.

Your completed Application Form and cheque, bank draft or money order must reach the Company’s share registry no later than 5:00pm AWST on the Closing Date.

1.7

Payment by BPAY®

For payment by BPAY®, please follow the instructions on the Application Form. 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. Please note that should you choose to pay by BPAY®:

• (a) you do not need to submit the Application Form but are taken to have made the declarations on that Application Form; and

• (b) if you do not pay for your full Share Purchase Plan Entitlement, you are deemed to have taken up your Share Purchase Plan Entitlement in respect of such whole number of Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5:00pm (AWST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any Application Monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any Application Monies received or refunded.

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1.8 Conditional Offer

The Offer of the New Shares and the New Options under this Prospectus is conditional upon the Company obtaining Shareholder approval to issue the New Shares and New Options at its Shareholder Meeting which is anticipated to be held in early August 2019.

If Shareholder approval is not obtained for the issue of the New Shares and New Options, the Company will not proceed with the Offer and will repay all Application Monies received.

1.9

Purpose of the Prospectus

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

The Corporations Act provides an exception to section 707(3) where an entity issues a “cleansing” notice under section 708A(5). However, the Company is precluded from issuing a “cleansing” notice in respect of the New Options as they are not in a class of securities that were quoted securities at all times in the last 3 months.

In certain circumstances a listed company may undertake a share purchase plan in accordance with ASIC Class Order CO 09/425 ( Class Order ). This Class Order allows a share purchase plan to be conducted without the use of a prospectus once in any consecutive 12 month period.

The Company is unable to rely on disclosure relief provided by the Class Order as it does not extend to the offer of options under a share purchase plan.

Therefore, the Company has issued this Prospectus in respect of the Share Purchase Plan Offer.

This Prospectus has also been issued to facilitate secondary trading of the Shares to be issued upon exercise of the New Options to be issued under the Offer. Issuing the New Options under this Prospectus will enable persons who are issued the New Options to on-sell the Shares issued on exercise of the Options pursuant to ASIC Corporations (Sale Offers That Do No Need Disclosure) Instrument 2016/80 .

Accordingly, the purpose of this Prospectus is to:

• (a) make the offer of New Shares and New Options to the relevant parties under the Offer; and

• (b) ensure that the on-sale of the Shares issued on conversion of the Options does not breach section 707(3) of the Corporations Act.

1.10 Underwriting

The Offer is not underwritten.

1.11 Opening and Closing Dates

The Share Purchase Plan will open for receipt of acceptances on 28 June 2019.

The Share Purchase Plan will close at 5.00pm WST on 12 July 2019, or such later date as the Directors, in their absolute discretion and subject to compliance with the Listing Rules.

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1.12 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each Share to be issued under the Shortfall Offer shall be $0.004 being the price at which Shares have been offered under the Offer, together with one free attaching New Option for every Shortfall Share issued.

The Directors reserve the right to issue Shortfall Shares (and free attaching New Options) at their absolute discretion. Accordingly, do not apply for Shortfall Shares unless instructed to do so by the Directors.

An Applicant will not be allocated any Shortfall Shares if that Applicant is a related party of the Company or if the issue of those Shortfall Shares will result in their voting power in the Company exceeding 20%.

1.13 Lead Manager

Xcel Capital has been appointed as Lead Manager to the Offer.

A summary of Lead Manager arrangement is provided in the Important Information Section above. Further, the material terms and conditions of the Lead Manager arrangement are set out in Section 5.5 of this Prospectus.

1.14 Issue of Securities

The Securities to be issued pursuant to the Offer will be issued in accordance with the Timetable and Important Dates and otherwise in accordance with the Listing Rules.

Where the number of Securities issued is less than the number applied for, surplus Application Monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

Securities issued pursuant to the Shortfall Offer will be issued on a progressive basis. Where the number of Shares issued is 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 Shortfall Offer.

Pending the issue of the Securities or payment of refunds pursuant to this Prospectus, all Application Monies will be held by the Company in trust for the 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 Securities issued under the Offer will be mailed in accordance with the Timetable and Important Dates and otherwise in accordance with the Listing Rules and for Shortfall Shares issued under the Shortfall Offer as soon as practicable after their issue.

1.15 CHESS and Issuer Sponsorship

The Company operates an electronic CHESS sub-register and an electronic issuer sponsored subregister. These two sub-registers make up the Company’s register of securities. The Company will not issue certificates to investors. Rather, holding statements (similar to bank statements) will be dispatched to investors as soon as practicable after issue.

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Holding statements will be sent either by CHESS (for new investors who elect to hold their securities on the CHESS sub-register) or by the Company’s Share Registry (for new investors who elect to hold their securities on the Issuer sponsored sub-register). The statements will set out the number of Securities issued under the Prospectus and provide details of a Holder Identification Number (for new investors who elect to hold their securities on the Chess sub-register) or Security holder Reference Number (for new investors who elect to hold their securities on the issuer sponsored sub-register). Updated holding statements will also be sent to each new investor following the month in which the balance of their holding of Securities changes, and also as required by the Listing Rules or the Corporations Act.

1.16 Risks

As with any securities investment, there are risks associated with investing in the Company. The principal risks that could affect the financial and market performance of the Company are detailed in Section 2 of this Prospectus. The Securities on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, investors should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

1.17 Overseas Shareholders

The Company is of the view that it is unreasonable to make an offer under the Share Purchase Plan Offer under this Prospectus to Shareholders outside of Australia and New Zealand having regard to:

• the number of Shareholders registered outside of Australia and New Zealand;

• the number and value of the New Shares that would be offered to Shareholders registered outside of Australia and New Zealand; and

• the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions.

Accordingly, the Company is not required to offer the New Shares or New Options under the Prospectus to Shareholders registered outside of Australia and New Zealand.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Securities the subject of this Prospectus or otherwise permit a public offering of the Securities the subject of this Prospectus in any jurisdiction outside Australia.

1.18 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers. Taxation consequences will depend on particular circumstances. Neither the Company nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the Securities of the Company.

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1.19 Privacy Disclosure

Persons who apply for Securities pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications for Securities to provide facilities and services to Shareholders and Shareholders, and to carry out various administrative functions. Access to the information collected may be provided to the Company’s agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for Securities will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders and Shareholders can be obtained by that Shareholder or Shareholder through contacting the Company or the Share Registry.

1.20 Enquiries

This document is important and should be read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional adviser without delay.

If you have any questions regarding the Offer, please contact the Company on +61 8 6559 1792, from 8.30am to 5.00pm WST, Monday to Friday.

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2. RISK FACTORS

2.1 Introduction

The Securities offered under this Prospectus should be considered speculative because of the nature of the Company’s business.

Whilst the Directors recommend that Shareholders participate in the Share Purchase Plan, there are numerous risk factors involved. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which the New Shares will trade.

The following is a summary of the more material matters to be considered and should be read in conjunction with specific matters referred to in the Company’s announcements and reports. However, the summary is not exhaustive and potential investors should examine the contents of this Prospectus in its entirety and consult their professional advisors before deciding whether to apply for the Securities.

2.2 Company specific

2.2.1 Additional requirements for capital

It is highly likely that further funding will be required to meet the medium to long term working capital costs of the Company. The Company's ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary accordingly to a number of factors, including prospectivity of projects (existing and future), feasibility studies, development of its technology, stock market and industry conditions and the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further develop its project and it may impact on the Company's ability to continue as a going concern.

2.3 Industry specific

2.3.1 International operations and exploration drilling risk

The Company's exploration activities on its nickel and copper projects in Botswana may be subject to a number of risks inherent in global operations, including:

• (a) political and economic instability in Botswana;

• (b) inconsistent mining regulation by foreign agencies or governments;

• (c) imposition of tariffs and burdens;

• (d) costs of complying with laws and regulatory requirements in Botswana;

• (e) risks stemming from the Company’s lack of local business experience in Botswana;

• (f) foreign currency fluctuations;

• (g) difficulty enforcing intellectual property rights;

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• (h) foreign taxes; and

• (i) language and other cultural barriers.

Additionally, the Company's exploration activities in Botswana carry risk as such activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery equipment and the effects of geographical remoteness.

2.3.2 Tenure

The exploration tenements of the Company are all located in Botswana and are in good standing. Exploration tenements are subject to periodic renewal and are subject to the Botswana Mining and Minerals Act (1999) where the tenement holder has certain obligations in relation to the maintenance of the tenement, including the payment of annual rents, meeting prescribed expenditure commitments and satisfying other conditions imposed upon the tenements. There is no guarantee that applications for tenement renewal will be granted. If the conditions that apply to a tenement are not satisfied, the Company may be subject to penalties or forfeiture applications.

Three of the Company’s tenements (PL 110/94, PL 111/94 and PL 54/98) are held via a Joint Venture with BCL Limited and BCL Investments Pty Ltd. BCL Limited, a Botswana Mining company, is currently in liquidation. The Company’s 60% interest in these three tenements have been “put on hold” by the Botswana government, pending the outcome of the liquidation proceedings. The Company is still legally able to explore on these tenements during the liquidation process and the licences will be returned to an active status once the liquidation has been finalised.

2.3.3 Operations

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

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

2.3.4 Health, safety and environmental matters

Exploration, development and production of nickel and copper and nickel and copper by products involve risks which may impact the health and safety of personnel, the community and the environment. Industry operating risks include fire, explosions, blow outs, pipe failures, abnormally pressured formations and environmental hazards such as accidental spills or discharge of toxic gases. Failure to manage these risks could result in injury or loss of life, damage or destruction of property and damage to the environment. losses or liabilities arising from such incidents could significantly impact the Company' s financial results.

2.3.5 Competition risk

The industry in which the Company will be 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 operating and financial performance of the Company’s projects and business.

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2.3.6 Commodity and currency price risk

Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. Fluctuations in the price of coal and coal substitutes may have an impact on the economic viability of the Company's projects.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

2.3.7 Government policy changes

Adverse changes in government policies or legislation may affect the Company's ability to develop its technology, availability of research and development credits, taxation, royalties, ownership of mineral interests, land access, labour relations, and mining and exploration activities of the Company. Any material adverse changes in relevant government policies or legislation of Australia may affect the viability and profitability of the Company, and consequent returns to investors. The activities of the Company are subject to various federal, state and local laws governing prospecting, development, production, taxes, labour standards and occupational health and safety, and other matters.

2.4 General risks

2.4.1 Equity market conditions

Securities listed on the stock market can experience extreme price and volume fluctuations that are often unrelated to the operating performances of such companies. The market price of Securities may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general.

General factors that may affect the market price of Securities include economic conditions in both Australia and internationally (particularly Australian, US and Chinese economic conditions), investor sentiment, local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation law s, changes to the system of dividend imputation in Australia, and changes in exchange rates.

2.4.2 Litigation risks

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

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2.4.3 Potential acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or prospects although no such acquisitions or investments are currently planned. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

2.4.4 Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

2.4.5 General economic and political risks

Changes in the general economic and political climate in Australia and on a global basis may impact on economic growth, interest rates, the rate of inflation, taxation and tariff laws, domestic security which may affect the value and viability of any activities that may be conducted by the Company.

2.4.6 Insurance

Insurance against all risks associated with the Company's business is not always available or affordable. The Company maintains insurance where it is considered appropriate for its needs however it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premium s to be excessive having regard to the benefits that would accrue.

2.4.7 Unforeseen expenditure risks

Expenditure may need to be incurred which has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure requirements, however if such expenditure is subsequently required or incurred, this may adversely impact budgeted expenditure proposals by the Company.

2.5

Speculative investment

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

Therefore, the underlying Shares 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 the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

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3. PURPOSE AND EFFECT OF THE OFFER

3.1 Purpose of the Offer

The purpose of the Offer is to raise approximately $250,000 (before expenses). The application of funds raised from this Offer is summarised below.

For the purposes of detailing the use of funds raised under this Prospectus, it is assumed no Options are exercised between the date of this Prospectus and the Record Date.

Use of Funds	Full Subscription ($)
Maintenance of Botswana assets	100,000
Investigation and assessment of new opportunities	50,000
Expenses of the Offer2	20,800
Lead Manager Fees3	23,333
Working Capital and Administration	55,867
Total	250,000

* The above table is a statement of current intentions as at the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Directors reserve the right to alter the way funds are applied on this basis.

1 This expenditure is expected to take place over a period of up to 12 months.

2 Please refer to Section 5.10 of this Prospectus for further details of the expenses of the Offer. The table above includes fees payable to Xcel Capital pursuant to the Lead Manager Mandate as set out in Section 5.5.

3 The Lead Manager fee is comprised of $15,000 (being 6% of the amount raised pursuant to the Share Purchase Plan) and a pro-rata portion of the $25,000 fee for the Share Purchase Plan. See Section 5.5 fo more information.

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

In the event the Company raises less than the $250,000 under the Share Purchase Plan Offer, the Company will scale back its proposed use of funds with investigation and assessment of new opportunities being reduced significantly. Other expenses will be scaled back on a pro-rata basis, except the expenses of the Offer which will remain unchanged.

3.2 Effect of the Offer and Pro Forma Consolidated Statement of Financial Position

The principal effect of the Offer (assuming full subscription) will be that:

• (a) cash reserves will increase by approximately $250,000 (before expenses) immediately after completion of the Offer; and

• (b) 62,500,000 New Shares will be issued and 31,250,000 New Options will be issued under the Offer.

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A summary of all the Shares and Options the Company will have on issue after the Offer is outlined in Section 3.4.

3.3 Pro Forma Consolidated Statement of Financial Position

The unaudited management based Consolidated Statement of Financial Position as at 13 June 2019 and the Audited Consolidated Statement of Financial Position as at 31 December 2018 shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. They have been prepared on the assumption that all Securities pursuant to the Offer in this Prospectus are issued.

The Statements of Financial Position have been prepared to provide information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Unaudited Management Based Consolidated Statement of Financial Position and Pro-Forma Statement of Financial Position as at 13 June 2019

	Six Sigma Metals Limited Audited	Subsequent Events	Pro Forma Adjustments	Total Pro-Forma After Issue
	31-Dec-18
	$	$	$	$
Current
Assets
Cash and cash
equivalents	1,160,365	-281,583	205,867	1,084,649
Trade and
other
receivables	110,993	-	-	110,993
Total current
assets	1,271,358	281,583	205,867	1,195,642
Non Current
Assets
Exploration
and evaluation
assets	7,345,089	-	-	7,345,089
Plant and
equipment	28,860			28,860
Total non
current
assets	7,373,949	-	-	7,373,949
Total assets	8,645,307	-281,583	205,867	8,569,591
Current
liabilities
Trade and
other payables	124,330	-	-	124,330
Other
payables	34,034	-	-	34,034

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Six Sigma Metals Limited

Total current
liabilities	**158,364 **	-	-		158,364
Total
liabilities	158,364	-			158,364
Net assets	8,486,943	-281,583	**205,867 **		8,411,227
Equity
Contributed
equity	21,035,871	-	226,667		21,262,538
Reserves	-1,657,564	-	-	-	1,657,564
Accumulated
losses	-10,891,364	-281,583	-20,800		-$11,193,747
Total equity	8,486,943	281,583	205,867		8,411,227

The above pro forma unaudited Consolidated Statement of Financial Position has been prepared on the basis that there have been no material movements in the assets and liabilities of the Company between 13 June 2019 and the completion of the Offer, except:

2. 104,375,000 New Shares issued as a result of the Placement.

3. 31,250,000 New Options being issued as a result of the Offer and 20,000,000 Options being issued to the Lead Manager pursuant to the Lead Manager Mandate;

4. Expenses of the Offer are estimated at $20,800 and estimated Lead Manager fees of $23,333 have been offset against proceeds of the Offer; and

5. Exploration costs/payments to suppliers of $281,583.

3.4 Effect on Capital Structure After Completion of Offer

A comparative table of changes in the capital structure of the Company as a consequence of the Offer is set out below.

Shares	Number of Shares
Shares on issue at date of Prospectus	561,878,153
Total New Shares issuedpursuant to the Share Purchase Plan Offer	62,500,000
Total Shares on issue after completion of the Offer	624,378,153

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Options	Number of Options
Currently on issue - Unlisted Options exercisable at $0.022 on or before 23 March 2021	18,000,000
Currently on issue - Unlisted Options exercisable at $0.022 on or before 16 April 2021	12,500,000
Currently on issue – Listed Options exercisable at $0.015 on or before 1 July 2021	132,436,366
Options to be issued to the Lead Manager pursuant to the Lead Manager Mandate(exercisable at $0.008 on or before 1 July2022)	20,000,000
Options to be issued pursuant to the Placement (exercisable at $0.008 on or before 1 July2022)	62,500,000
New Options to be issued pursuant to the Offer – Unlisted Options (exercisable at $0.008 on or before 1 July2022)	31,250,000
Total Options on issue after completion of the Offer	276,686,366

Notes:

1. The number of Shares on issue includes the Tranche 1 Placement Shares.

2. The number of New Shares issued assumes that the Share Purchase Plan Offer is fully subscribed.

3. The number of New Options assumes that the Share Purchase Plan Offer is fully subscribed and that one free attaching Option is issued for the full subscription amount of New Shares.

4. Refer to Section 5.5 for the terms of the Lead Manager mandate.

5. The issue of the Options under each of the Tranche 2 of the Placement, the Offer and the Lead Manager Mandate is subject to the Company seeking shareholder approval at its next general meeting which is anticipated to be held in August 2019.

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4. RIGHTS ATTACHING TO SECURITIES

4.1 Terms and Conditions of New Shares

All New Shares issued will rank pari passu in all respects with the Company’s existing ordinary fully paid shares. The Company will apply for Official Quotation of all New Shares issued under the Share Purchase Plan Offer.

4.2 Rights and Liabilities Attaching to New Shares

The following is a general description of the more significant rights and liabilities attaching to the New Shares. This summary is not exhaustive. Full details of provisions relating to rights attaching to the New Shares are contained in the Corporations Act, the Listing Rules and the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

• (a) At the date of this Prospectus aIl Shares are of the same class and rank equally in all respects. Specifically, the Shares that may be issued pursuant to the exercise of the New Shares offered under this Prospectus will rank equally with existing Shares on issue.

• (b) Subject to any special rights or restrictions (at present there are none), at any meeting each member present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each Share held.

• (c) Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

• (d) Subject to the Company’s Constitution, the Corporations Act or any other applicable laws of Australia and the Listing Rules, the Shares are freely transferable. The Directors may refuse to register a transfer of Shares only in limited circumstances, such as where the Company has a lien on those Shares.

• (e) Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to Shareholders under the Company’s Constitution, the Corporations Act and the Listing Rules.

• (f) If the Company is wound up, the liquidator may, with the sanction of a special resolution:

• (i) divide among the Shareholders the whole or any part of the Company’s property; and (ii) decide how the division is to be carried out between the Shareholders.

Subject to any special rights (at present there are none), any surplus assets on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid on the shares.

4.3 Rights and Liabilities Attaching to New Options

• (a) Each Option entitles the holder to subscribe for one fully paid ordinary Share.

• (b)

• The Options will be issued for nil consideration.

• (c) The Options are exercisable at $0.008 and expire on 1 July 2022. Any Option not exercised before 5.00pm (WST) 1 July 2022 will automatically expire.

• (d)

• To exercise Options the option holder must give the Company:

• (i) a written exercise notice (in the form approved by the Board from time time) specifying the number of Options being exercised and Shares to be issued; and

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• (ii) payment of the exercise price for the Options, the subject of the exercise notice, by way of bank cheque or by other means of payment approved by the Company.

Options will be deemed to have been exercised on the date the exercise notice is lodged with the Directors.

• (e) Within 10 days of receiving an application for exercise of Options and payment by the Option holder of the exercise price, the Company must issue the Option holder the number of Shares specified in the application.

• (f) Subject to Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of the Company at the date of issue.

• (g) The Options are not transferable.

• (h) The Company will not apply to ASX for Official Quotation of the Options.

• (i) The Company will apply to ASX for Official Quotation of the Shares issued on exercise of Options.

• (j) The Option holder is not entitled to participate in any issue to existing Shareholders of Securities unless they have exercised their Options before the “record date” for determining entitlements to the issue of Securities and participate as a result of holding Shares. The Company must give the Option holder notice of the proposed terms of the issue or offer in accordance with the Listing Rules.

• (k) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option holder (including the number of Options to which the Option holder is entitled to and the exercise price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (l) The number and exercise price of the Options remains the same regardless if the Company makes a bonus issue of Shares or other Securities to Shareholders.

• (m) Any calculations or adjustments which are required to be made will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and Option holder.

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5. ADDITIONAL INFORMATION

5.1 Company Update

As stated in the Company’s March 2019 Quarterly Report, the Company did not undertake any fieldwork during the March 2019 quarter. Focus was on assessing new opportunities for potential involvement by the Company, reviewing the exploration potential of the Company’s portfolio of assets in Botswana and continuing to monitor the BCL Limited liquidation process concerning the Company’s affected Botswana assets.

The Company has decided that it would be in the best interests of shareholders to continue to focus on deriving value from its existing Botswana assets and to continue to assess new opportunities, particularly in gold, base metals and other strategic metals.

5.2 Nature of this Prospectus

The New Shares to be issued pursuant to this Prospectus are continuously quoted securities. This Prospectus is issued under the special prospectus content rules for continuously quoted securities in Section 713 of the Corporations Act. This enables listed disclosing entities, such as the Company, to issue a prospectus for continuously quoted securities with modified disclosure requirements if they satisfy certain requirements.

The information in this Prospectus principally concerns the terms and conditions of the Offer and the information reasonably necessary to make an informed assessment of:

• (a) the effect of the Offer on the Company; and

• (b) the rights and liabilities attaching to the New Shares offered pursuant to this Prospectus and the underlying securities.

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

5.3

Continuous Reporting and Disclosure Obligations

The Company is listed on ASX and its Shares are quoted on ASX under the code “SI6”.

The Company is a “disclosing entity” for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

The Company will provide a copy of all documents used to notify ASX of information relating to the Company under the provisions of the Listing Rules since the Company lodged its most recent Annual Financial Report on 28 September 2018 free of charge to any investor who so requests prior to the Closing Date. A list of those documents for the period from 28 September 2018 to the

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time of lodging this Prospectus is set out in Section 6. The Company will also provide a copy of the Annual Financial Report for the period ended 30 June 2018 free of charge upon request.

5.4

Market Price of Shares

The highest and lowest recorded closing market sale prices of the Shares quoted on ASX during the three (3) month period immediately prior the date of this Prospectus were $0.006 on 17 May 2019 and $0.003 on 4 April 2019.

The last closing market sale price of the Shares quoted on ASX on the last day that trading took place prior to the date of this Prospectus was $0.005.

5.5

Material Contracts and Agreements

5.5.1 Lead Manager Mandate

The Company has engaged Xcel Capital Pty Ltd ( Xcel Capital ) pursuant to the terms of a Lead Manager Mandate as the lead manager for the Placement and for the Share Purchase Plan, and for the placement of any shortfall that arises as a result of the Offer.

Pursuant to the Lead Manager Mandate Xcel Capital will:

• (a) familiarise itself with the Company’s business, operations and financial condition;

• (b) manage the Placement and Share Purchase Plan Offer, allocations and facilitate settlement;

• (c) provide commercial advice in relation to the Share Purchase Plan and Placement; and

• (d) provide market feedback.

Xcel Capital will receive the following fees for its lead manager services pursuant to the Lead Manager Mandate:

• (a) $25,000 plus GST payable at settlement of the Placement and Share Purchase Plan Offer (pro-rata portion of the $25,000 being paid in respect of the Share Purchase Plan, being $8,333);

• (b)

• 6% of the total amount raised under the Placement and Share Purchase Plan; and

• (c) 20,000,000 Options exercisable at $0.08 and expiring on 1 July 2022.

The Lead Manager Mandate can be terminated by the Company at any time before offers are made to investors if Xcel Capital fails to rectify any material breach of the Lead Manager Mandate having been given 10 business days’ notice by the Company of such breach, or, on a no fault basis with 10 business days’ notice in writing provided that Xcel Capital has been given a reasonable and written notice and an opportunity to rectify the quality of service.

Xcel Capital may terminate the Lead Manager Mandate at any time prior to the issue of any New Shares upon giving 2 business days’ notice, or, if one or more of the following events occur:

• (a) either the All Ordinaries Index or the Standard and Poors / ASX 200 Energy Index is at a level that is 7.5% or more below its level as at the close of normal trading on ASX at the date of acceptance of the Mandate;

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• (b) the Australian equity capital market conditions and / or ASX trading conditions are such that they are not, in the judgement of Xcel Capital, conducive to the successful completion of the offer; and

• (c) all of conditions precedent to the Lead Manager Mandate have not been, or will not in Xcel Capital’s opinion be satisfied or waived by Xcel Capital prior to the settlement date of the Offer.

The Lead Manager Mandate otherwise contains terms usual for this type of agreement.

5.6 Litigation

The Directors are not aware of any legal proceedings which have been threatened or actually commenced against the Company.

5.7 Directors’ Interests

Other than as set out elsewhere in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

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

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or securities or otherwise) and no benefits have been given or agreed to be given to any Director:

• (a) to induce him to become, or to qualify him as, a Director; or

• (b) for services rendered by him in connection with the formation or promotion of the Company or the Offer.

5.8 Related Party Transactions

There are no related party transactions entered into that have not otherwise been disclosed in this Prospectus.

5.9 Interests and Consents of Advisers

Other than as set out below or elsewhere in this Prospectus, no underwriter, promoter or any other person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus holds, or has held within two years before lodgement of this Prospectus with ASIC, any interest in:

1. the formation or promotion of the Company; or

2. property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or

3. the Offer,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any underwriter, promoter or any other 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

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Prospectus, for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Nova Legal has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Nova Legal approximately $7,500 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, Nova Legal has received approximately $68,034 (excluding GST) from the Company in respect of general legal services. Nova Legal has given its consent to being named as the solicitors to the Company in this Prospectus. Nova Legal has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Xcel Capital has acted as lead manager to the Offer. Xcel Capital has provided corporate advisory and lead manager services to the Company under the Lead Manager Mandate described in Section 5.5. During the 24 months preceding lodgement of this Prospectus with ASIC, Xcel Capital has received approximately $362,461 (excluding GST) from the Company in respect of other services. Xcel Capital has given, and has not withdrawn its consent to being named as lead manager to the Company in this Prospectus.

5.10 Estimated Expenses of the Offer

In the event the Offer is fully subscribed, the estimated expenses of the Offer (excluding GST and offer management and broker fees) are as follows:

Fees/Expenses	Full Subscription ($)
ASIC fees	3,206
ASX fees	2,691
Share Registry	5,000
Legal and other professional fees	7,500
Printing, registry and other expenses	2,403
Total	20,800

5.11 Electronic Prospectus

Pursuant to ASIC Regulatory Guide 107, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus. If you have not, please contact the Company 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 Prospectus or any of those documents were incomplete or altered.

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6. INFORMATION AVAILABLE TO SHAREHOLDERS

The Company will provide a copy of each of the following documents, free of charge, to any Shareholder who so requests:

• (a) the Annual Financial Report for the Company for the period ended 30 June 2018; and

• (b) the following documents used to notify ASX of information relating to the Company during the period after lodgement of the Annual Financial Report of the Company for the period ended 30 June 2018 and prior to the date of this Prospectus.

Date	ASX Announcement
28.09.18	Appendix 4G
28.09.18	Corporate Governance Statement
01.10.18	Suspension from Official Quotation
02.10.18	High-grade Lithium mineralisation at Shamva Lithium Project
02.10.18	Reinstatement to Official Quotation
08.10.18	Pause in Trading
08.10.18	Trading Halt
09.10.18	Surface sampling at Chuatsa Vanadium Project
17.10.18	Notice of Annual General Meeting/Proxy Form
19.10.18	Mirrorplex Pty Ltd Acquisiton Update
29.10.18	Quarterly Activities Report
29.10.18	Quarterly Cashflow Report
21.11.18	Results of Meeting
17.10.19	Prospecting Licence Granted
24.01.19	Quarterly Activities Report
24.01.19	Quarterly Cashflow Report
08.02.19	Unmarketable Parcel Sale Facility
12.02.19	Unmarketable Parcel Letter and Retention Form
26.02.19	Amended Quarterly Cashflow Report
15.03.19	Half Yearly Report and Accounts
05.04.19	Unmarketable Parcel Sale Facility Update
18.04.19	Response to ASX Price Query
24.04.19	Change in Substantial Holding
30.04.19	Quarterly Cashflow Report
30.04.19	Quarterly Activities Report
04.06.19	Trading Halt

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Date	ASX Announcement
07.06.19	Capital Raising Complete
17.06.19	Capital Raising Update and Appendix 3B
19.06.19	Becoming a substantial holder
19.06.19	Change in substantial holding

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7. DIRECTORS’ CONSENT

This Prospectus is dated 28 June 2019 and is issued by Six Sigma Metals Limited.

The Directors have made all reasonable enquires and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive.

This Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisors.

Each of the Directors of Six Sigma Metals Limited has consented to the lodgement of this Prospectus in accordance with Section 720 of the Corporations Act and has not withdrawn that consent.

Signed for and on behalf of Six Sigma Metals Limited

==> picture [165 x 93] intentionally omitted <==

Eddie King

Non-Executive Director

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8. DEFINITIONS

Applicant means a person who applies for Securities pursuant to the Offer or a Shareholder or other party who applies for Shortfall Shares pursuant to the Shortfall Offer.

Application Form means an Application Form as the context requires.

Application Money means the aggregate amount of money payable for Securities applied for in the Application Forms.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) operating as the Australian Securities Exchange.

Business Day means any day which is defined to be a Business Day pursuant to Listing Rule 19.12 of the Listing Rules.

CHESS means Clearing House Electronic Sub-register System of ASX Settlement Pty Ltd (ACN 008 504 532).

Closing Date means the closing date of the Offer being 5.00pm (WST) on 12 July 2019 (unless extended).

Company means Six Sigma Metals Limited (ACN 122 995 073).

Constitution means the Company’s Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means directors of the Company.

Dollars or $ means dollars in Australian currency.

Eligible Shareholder means a Shareholder who has a registered address in Australia or New Zealand and who held Shares as at the Record Date.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Share Purchase Plan.

GST means goods and service tax levied in Australia pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Lead Manager Mandate means the mandate between the Company and Xcel Capital in respect of Xcel Capital’s lead manager services for the Offer, on the terms and conditions set out in Section 5.5.

Listing Rules means the Listing Rules of the ASX.

New Share means a Share issued pursuant to the Offer under this Prospectus.

New Option means a new Option issued pursuant to the Offer under this Prospectus.

Offer means the Share Purchase Plan offer as described in Section 1 of this Prospectus.

Official List means the official list of ASX.

Opening Date means 28 June 2019.

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Option means an option to acquire a Share in the capital of the Company.

Placement means the capital raising of $500,000 (before costs) for the Company announced on 7 June 2019, pursuant to which the Company is to issue 125,000,000 fully paid ordinary shares at an issue price of $0.004.

Prospectus means this prospectus dated 28 June 2019.

Quotation and Official Quotation means official quotation on ASX.

Record Date means 6 June 2019.

Securities means Shares and/or Options in the Company.

Share means a fully paid ordinary share in the Company.

Shareholder means the holder of a Share as recorded in the register of the Company.

Share Registry means Advanced Share Registry Services Ltd.

Shortfall means those New Shares under the Offer not applied for by Shareholders under the Offer.

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in Section 1.12 of this Prospectus.

Shortfall Shares means those Securities issued pursuant to the Shortfall.

WST or AWST means Western Standard Time, Perth, Western Australia.

Xcel Capital or Lead Manager means Xcel Capital Pty Ltd which act as lead manager to the Offer in accordance with the Lead Manager Mandate.

33

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All Registry communications to: Advanced Share Registry Ltd PO Box 1156 Nedlands WA 6909 Tel: (61 8) 9389 8033 Fax: (61 8) 9262 3723

Investor website: www.advancedshare.com.au

Record Date Thursday 6 June 2019 Offer opens 28 June 2019 Offer closes 5.00pm (AWST) Friday 12 July 2019

SHARE PURCHASE PLAN (“SPP”) APPLICATION FORM

How do I apply for Shares under the SPP?

• Carefully read the SPP Prospectus dated 28 June 2019 (“Prospectus”) accompanying this form and the Important Information on the reverse of this form.

• Decide on the amount of Shares you wish to apply for.

• Pay for the Shares in accordance with the instructions outlined in the SPP Prospectus and the further instructions on the reverse of this form. Option 1: Paying by BPAY[®] .

Option 2: Paying by Cheque, Bank Draft or Money Order.

• Payments must be made in Australian dollars.

PAYMENT OPTIONS

Option 1: Paying by BPAY[®]

If paying by BPAY[®] , you do NOT need to complete or return this Application Form below. By paying by BPAY[®] you will be deemed to have made the statements and certifications that are set out in the Important Information notice on the reverse of this form.

Payment must be received by the Registry by BPAY[®] by 5.00pm (AWST) Friday 12 July 2019. By paying by BPAY[®] , you will be deemed to have completed an Application Form for the number of Shares the subject of your application payment. If you make a payment by BPAY[®] and Six Sigma Metals Limited (“SI6”) receives an amount which is not equal to either A$15,000, A$10,000, A$6,000 or A$3,000, SI6 may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$3,000.

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[ Insert BPAY identifier details ]

Telephone & Internet Banking – BPAY[®]

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

Option 2: Paying by Cheque, Bank Draft or Money Order

If paying by cheque, bank draft or money order complete and return the Application Form with your payment.

• A. Tick the box beside the amount you wish to apply for, either $15,000, A$10,000, A$6,000 or A$3,000.

• B. Enter your cheque, bank draft or money order details. The amount of your application payment should be equal to the amount applied for in section A. Cheques, bank drafts or money orders must be drawn on an Australian financial institution in Australian currency, made payable to “ Six Sigma Metals Limited Offer A/C ” and crossed “ Not Negotiable ”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either $15,000, A$10,000, A$6,000 or A$3,000, SI6 may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$3,000.

• C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.

• ® Registered to BPAY Pty Ltd ABN 69 079 137 518

A I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only):

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A$15,000 A$3,000
A$10,000 OR A$6,000 OR
(maximum) [ OR] (minimum)
B Make your cheque, bank draft or money order payable to “Six Sigma Metals Limited Offer A/C” and crossed “Not Negotiable”
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$ .00
C Telephone Number – Business Hours Telephone Number – After Hours Contact Name
( ) ( )
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INFORMATION

1. 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.

2. If you do not wish to purchase Shares under the SPP, there is no need to take action.

3. Please ensure you have read and understood the SPP Prospectus and this Important Information, before you make the application payment by BPAY[®] or you submit your Application Form with your application payment.

4. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

5. If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order [CO 09/425] you must complete and submit an additional certificate certifying the matter sets out in paragraph 9 of ASIC Class Order [CO 09/425] (the "Certificate") before your application for Shares is accepted. The Certificate can be obtained by contacting the Registry: 08 9389 8033 (in Australia) or +61 8 9389 8033 (outside of Australia). Applications received by custodians that are not accompanied by the Certificate will be rejected.

6. For applicants that are not required to complete the Certificate, by submitting the Application Form (with a cheque, bank draft or money order) or making payment by BPAY[®] , you certify that the aggregate of the payment made by you for:

7. the parcel of Shares indicated on the Application Form or BPAY[®] payment; and

8. any other 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 the date of submission of the Application Form or payment by BPAY® does not exceed A$15,000.

9. SI6 reserves the right to make amendments to this Application Form where appropriate.

10. Applicants are not assured of receiving the Shares for which they have applied as SI6 may scale back applications in accordance with the SPP Prospectus.

How to Lodge your Application Form and Application Payment

The Application Form and the application payment must be received by the Registry no later than the closing date shown overleaf. If paying by BPAY[®] you do not need to complete or return the Application Form. You should check the processing cut off-time for BPAY[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address or Hand Delivery Advanced Share Registry Advanced Share Registry PO Box 1156 110 Stirling Highway Nedlands WA 6909 Nedlands WA 6009

Make sure you send your Application Form and application payment allowing enough time for mail delivery, so Advanced Share Registry Services Ltd receives them no later than 5.00pm (AWST) Friday 12 July 2019. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. SI6 reserves the right not to process any Application Forms and application payments received after the closing date referred to above.

If you require information on how to complete this Application Form, please contact the Share Registry on: 08 9389 8033 (in Australia) or +61 8 9389 8033 (outside of Australia).