Icon Energy : Prospectus

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Prospectus

Icon Energy Limited ACN 058 454 569 (Company)

This Prospectus is for:

1. The pro-ratanon-renounceable issue to Eligible Shareholders of the right to subscribe for one fully paid ordinary New Share for every Two Shares held on the Record Date at a cost of $0.01 per New Share (Offer Price) on or before 17 December 2021; together with
2. The issue of one attaching Bonus Option for every New Share issued, where the Bonus Option can be exercised prior to the Bonus Option Expiry Date to acquire one fully paid ordinary Share at an Exercise Price of $0.05 on or before 12 September 2022.

(together, the Rights Offer).

This document is important and it should be read in its entirety

If you are in any doubt as to the contents of this document, you should consult your stockbroker, solicitor, banker, financial advisor or accountant as soon as possible. The securities offered by this Prospectus are considered to be speculative.

This is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act.

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Important information
Offer Statistics
	Offer Price of New Shares with attached Bonus Option	$0.01
	Exercise Price of Bonus Options	$0.05
	Maximum number of New Shares to be issued *	328,803,469
	Maximum number of Bonus Options to be issued **	328,803,469
	Maximum number of Shares to be issued following exercise of	657,606,938
	New Shares and Bonus Options **
	Offer Close Date	17/12/2021
	Bonus Options Expiry Date	12/9/2022
* Assuming all New Shares are exercised
** Assuming all New Shares and Bonus Options are exercised
Indicative Timetable
	Announcement of Offer	29/11/2021
	Lodgment of Prospectus with ASIC	29/11/2021
	Lodgment of Prospectus and Appendix 3B with ASX	29/11/2021
	Record Date for Rights Offer	2/12/2021
	Offer Open Date	7/12/2021
	New Share Offer Close Date	17/12/2021
	New Shares & Bonus Options Allotment Date	24/12/2021
	Bonus Options expire	12/9/2022

All dates may change without prior notice and accordingly are indicative only. The Company reserves the right to amend this indicative timetable subject to the Corporations Act and the ASX Listing Rules. Further details regarding the timetable for

the Offer are set out in section 2.2.

The Company intends to apply for the Bonus Options to be listed for quotation on the ASX.

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Important notice

This Prospectus is dated 29 November 2021 and was lodged with the Australian Securities and Investments Commission (ASIC) on the same date. Neither ASIC nor the ASX nor their respective officers take any responsibility as to the contents of this Prospectus. No securities will be issued on the basis of this Prospectus any later than 13 months after the date of issue of this Prospectus.

This Prospectus is a transaction specific prospectus which relates to:

1. an issue of New Shares being continuously quoted securities (as defined in the Corporations Act) to all Eligible Shareholders registered on the Record Date; and
2. an issue of Bonus Options to acquire continuously quoted securities (as defined in the Corporations Act) to all Eligible Shareholders who subscribe for New Shares.

This Prospectus has been prepared in accordance with section 713 of the Corporations Act. 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. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers, whom potential investors may consult.

No person is authorised to give any information or to make any representation in connection with the Offer described in this document which is not contained in this document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer. Neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Prospectus, except as required by law and then, only to the extent so required.

Before deciding to invest in the Company, potential investors should read the entire Prospectus. The information contained in individual sections is not intended to and does not provide a comprehensive review of the business and the financial affairs of the Company or the Options offered under this Prospectus. The Offer does not take into account the investment objectives, financial situation and particular needs of the investor. You should carefully consider the risks that impact on the Company in the context of your personal requirements (including your financial and taxation position) and seek professional guidance from your stockbroker, solicitor, accountant or other professional adviser prior to deciding whether to invest in the Company.

Some of the risks that you should consider are set out in section 4 of this Prospectus.

Foreign shareholders

This document does not constitute an offer of Options in any jurisdiction in which it would be unlawful. Options may not be offered or sold in any country outside Australia except to the extent permitted below.

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The Company has decided that it is unreasonable to issue Options under the Offer to Shareholders with registered addresses outside of Australia, New Zealand and Hong Kong having regard to the number of Shareholders in those places, the number of Rights they would be issued and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Offer is not being extended to, and does not qualify for distribution or sale by, and no Options will be issued to Shareholders having registered addresses outside of Australia, New Zealand and Hong Kong.

The distribution of this Prospectus in jurisdictions outside of Australia, New Zealand and Hong Kong may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions. Any failure to comply with restrictions might constitute a violation of applicable securities laws.

See section 2.5 for further information on Offer restrictions with respect to shareholders who do not have registered addresses in Australia.

Shareholders resident in New Zealand

This Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 (Aust) and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014, and the Financial Markets Conduct (Incidental Offer) Exemption Notice 2021.

This Offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 (Aust) and the regulations made under that Act set out how the offer must be made.

There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products.

Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to this Offer. If you need to make a complaint about this Offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is not the same as for New Zealand financial products.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to

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changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant.

If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand.

Shareholders resident in Hong Kong

WARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority and has not been and will not be registered as a prospectus under the Laws of Hong Kong. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

This document has been given to you on the basis that you are an existing holder of the Company's shares or are a professional investor. In the event that you are not such a shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Hong Kong.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Hong Kong that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the legal provisions relating to resale restrictions in Hong Kong and comply accordingly.

Nominees and custodians

Shareholders resident in Australia, New Zealand or Hong Kong holding Shares on behalf of persons who are resident in other jurisdictions are responsible for ensuring that applying for Shares under the Offer does not breach regulations in the relevant overseas jurisdiction.

Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

Forward looking statements

Some of the information contained in this Prospectus constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as 'anticipate', 'estimate', 'should', 'will', 'expects', 'plans' or similar expressions. These statements discuss future objectives or expectations concerning results of operations or financial conditions or provide other forward-looking information. The Company's