Aurumin : Prospectus

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Aurumin Limited

ACN 639 427 099

ENTITLEMENT OFFER PROSPECTUS

This Prospectus is being issued for a non-renounceablepro-rata offer to Eligible Shareholders of up to approximately 24,810,106 Shares on the basis of 1 new Share for every 4 Shares held on the Record Date at an issue price of $0.20 each to raise up to approximately $4,962,022 (before costs) (the Entitlement Offer).

This Prospectus incorporates an offer to Eligible Shareholders to subscribe for Shares (in excess of their Entitlements) not subscribed for by other Eligible Shareholders pursuant to the Entitlement Offer (Top Up Offer).

The Entitlement Offer and the Top Up Offer close at 5.00pm (AWST) on 8 February 2022 (Closing Date).*

The Entitlement Offer and the Top Up Offer are partially underwritten by Lazarus Corporate Finance Pty Ltd (Lazarus or Underwriter) for up to 10,000,000 Shares (being to the value of $2 million). Refer to Section 6.2 for a summary of the terms and conditions of the Underwriting Agreement.

Any Shares which are not taken up in accordance with the Entitlement Offer or the Top Up Offer and which are not subscribed for by Lazarus pursuant to the Underwriting Agreement may be placed by the Underwriter (in consultation with the Company) to New Investors within three months of the Closing Date (Remaining Shortfall Shares). Accordingly, this Prospectus also incorporates an offer to New Investors to subscribe for the Remaining Shortfall Shares (Remaining Shortfall Offer).

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT

SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL

ADVISER WITHOUT DELAY.

THE SHARES OFFERED IN CONNECTION WITH THIS PROSPECTUS ARE OF A SPECULATIVE

NATURE.

*The Company reserves the right, subject to the Corporations Act and Listing Rules to extend or shorten the Closing Date for the Entitlement Offer and the Top Up Offer.

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Important information

This Prospectus is dated 14 January 2022 and was lodged with ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

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

A copy of this Prospectus is available for inspection at the registered office of the Company at Unit 1, 295 Rokeby Rd Subiaco, WA 6008 during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 6.5).

The Shares offered by this Prospectus should be considered speculative. Please refer to Section 5 for details relating to investment risks.

This Prospectus may be made available in electronic form. Persons having received a copy of the Prospectus in electronic form, or other prospective investors may obtain a paper copy of this Prospectus and the relevant Entitlement Form or Application Form (as applicable) free of charge from the offices of the Company for the duration of the offer period by contacting the Company. Contact details for the Company are detailed in the Corporate Directory.

By paying for your Shares by BPAY® in accordance with the instructions at https://aunoffer.thereachagency.com, in Section 3 and on the Entitlement Form or Application Form (as applicable), you acknowledge that you have read this Prospectus and you have acted in accordance with and agree to the terms of the Entitlement Offer and Top Up Offer detailed in this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offers which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers.

No action has been taken to permit the offer of Shares under this Prospectus in any jurisdiction other than Australia, New Zealand, Hong Kong, Malaysia and Singapore.

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

New Zealand

The Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand).

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

Hong Kong

WARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offers. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Malaysia

No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to the Shares to be offered pursuant to the Offers. The Shares under the Offers may not be offered, sold or

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issued in Malaysia except to existing Shareholders. Any Shares not taken up under the Offers may not be offered, sold or issued in Malaysia except pursuant to, and to persons prescribed under, pursuant to Part I of Schedule 6 and Schedule 7 of the Malaysian Capital Markets and Services Act.

Singapore

This document and any other materials relating to the Shares offered pursuant to the Offers have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document relating to the Shares may not be issued, circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an existing Shareholder. If you are not such a Shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any Offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors

.

who acquire Shares pursuant to the Offers. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

This document is important and should be read in its entirety before deciding to participate in the Offers. This does not take into account the investment objectives, financial or taxation, or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 5.

This Prospectus includes forward looking statements that have been based on current expectations about future acts, events and circumstances. These forward looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in the forward looking statements.

Definitions of certain terms used in this Prospectus are contained in Section 9. All references to currency are to Australian dollars and all references to time are to WST unless otherwise indicated

Corporate directory

For personal use only

Directors		Share Registry*
Piers Lewis	Non-Executive Chairman	Computershare Investor Services Pty Limited
Bradley Valiukas	Managing Director	Level 11, 172 St Georges Terrace
Shaun Day	Non-Executive Director	Perth WA 6000
Darren Holden	Non-Executive Director
Officers		Tel (within Aus): 1300 850 505
	Tel (outside Aus): [phone]
Victor Goh	Chief Financial Officer &
	Joint Company Secretary
Arron Canicais	Joint Company Secretary

Registered Office	Lawyers
Unit 1, 295 Rokeby Rd	HWL Ebsworth Lawyers
Subiaco, WA 6008	Level 20, 240 St Georges Terrace
		Perth, WA 6000
Telephone:	[phone]
Email:	[e-mail]	Underwriter
Website:	www.aurumin.com.au

	Lazarus Corporate Finance Pty Ltd
	Level 32, 152 St Georges Terrace
	Perth, WA 6000
ASX Code: AUN	Auditors*
	BDO Audit (WA) Pty Ltd
	Level 9
	Mia Yellagonga Tower 2
	5 Spring Street
	Perth, WA 6000

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

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Proposed timetable for the Offers

Event		Date
Lodgement of Appendix 3B with ASX		14 January 2022 (after
		market)
Lodgement of Prospectus with the ASIC and ASX		14 January 2022 (after
		market)
Ex-date		19 January 2022
Record Date for determining Entitlements		20 January 2022
Despatch of Prospectus, Entitlement Form and Application Form		25 January 2022
Opening date for Entitlement Offer and Top Up Offer		25 January 2022
Last day to extend the Closing Date of the Entitlement Offer and Top Up		3 February 2022
Offer
Closing Date of Entitlement Offer and Top Up Offer as at 5.00pm (AWST)*		8 February 2022
Shareholder Approval (refer Notice of Meeting)		8 February 2022
Computershare to provide interim result of Entitlement Offer and Top Up		9 February 2022
Offer
ASX and Underwriter notified of under subscriptions pursuant to the		11 February 2022
Entitlement Offer and Top Up Offer
Underwriter subscribes for up to 10,000,000 Shortfall Shares (comprising
the shortfall of Shares remaining after the Closing Date of the Entitlement		14 February 2022
Offer and Top Up Offer) under the Underwriting Agreement (Settlement
Date)
Issue Date and lodgement of Appendix 2A with ASX applying for quotation
of Shares subscribed for under the Entitlement Offer, the Top Up Offer		15 February 2022
and Shortfall Shares subscribed for by the Underwriter under the
Underwriting Agreement
Quotation of Securities issued under the Entitlement Offer, the Top Up		16 February 2022
Offer and to the Underwriter under the Underwriting Agreement*
Issue of Underwriter Options		25 February 2022
Issue of Remaining Shortfall Shares		By no later than 8 May
	2022

• All dates (other than the date of the Prospectus and the date of lodgement of the Prospectus with ASIC and ASX) are indicative only. The Directors may extend the Closing Date in respect of the Entitlement Offer and Top Up Offer by giving at least 3 Business Days' notice to ASX prior to the Closing Date. As such the date the Shares issued under the Offers are expected to commence trading on ASX may vary.

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