Matsa Resources : Renounceable Rights Issue Prospectus

Prospectus

Pursuant to section 713 Corporations Act 2001 (Cth)

Matsa Resources Limited ACN 106 732 487 (Company)

A renounceable, pro-rata rights issue to Eligible Shareholders of 1 New Share for every 10 Shares held at an issue price of $0.08 per New Share to raise approximately $2,169,173 before costs of the Offer together with 1 Attaching Option for every 2 New Shares issued exercisable at $0.17 on or before 30 April 2023 (Offer).

Shareholders who apply for their full entitlement will also be entitled to apply for additional New Shares (and attaching New Options) to be allocated out of the Shortfall.

The Offer is partially underwritten by Mahe Capital Pty Ltd (Underwriter) to the amount of $1,500,000. Refer to section 7.2 for details regarding the terms of the Underwriting Agreement.

This Prospectus also contains an offer of 2 New Options for every $1 raised, being up to 4,338,346 New Options to the Underwriter in accordance with the Underwriting Agreement (Underwriter Offer).

This Prospectus is also being issued for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of New Shares or New Options issued by the Company.

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

Your Entitlement and Acceptance Form must be received by the Share Registry with your payment no later than 5.00pm (Perth time) on the Closing Date. Please refer to the timetable set out in this Prospectus for the Important Dates.

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.

Important information

Offer statistics

Offer Price: ......................................................................................................... $0.08 per New Share

Offer Ratio: ...................................................................................... 1 New Share for every 10 Shares with 1 Attaching Option for every 2 New Shares issued

Maximum amount of New Shares to be issued: .......................................................... up to 27,114,670

Maximum amount to be raised under the Offer: .................................................................. $2,169,173

Number of Shares on issue following the Offer*: ............................................................... 298,261,379

Maximum number of New Options to be issued under the Offer: ......................................... 13,557,335

Maximum number of Underwriter Options to be issued under the Underwriter Offer: ............. 4,338,346

Number of Options on issue following the Offer**: .............................................................. 95,375,022

*Excludes any New Shares which may be issued in the event that any Existing Options are exercised prior to the Record Date.

** Includes 77,479,341 Existing Options currently on issue.

Key dates for investors

Announcement of Offer and Appendix 3B and

Prospectus lodged with ASX and ASIC: ....................................................................... 22 March 2021

Record Date for determining entitlements under the Issue: ........................................... 26 March 2021

Offer Document despatched: ........................................................................................ 29 March 2021

Offer opens: ................................................................................................................. 29 March 2021

Offer expected to close: ................................................................................................. 16 April 2021

Commencement of trading of New Shares on ASX: ......................................................... 26 April 2021

Expected date for despatch of New Shareholding statements: ......................................... 26 April 2021

Further details regarding the timetable for the Offer are set out in section 2.2. All dates are subject to change and accordingly are indicative only. In particular, the Company has the right to vary the dates of the Offer, without prior notice. Investors are encouraged to submit their Entitlement and Acceptance Forms as soon as possible after the Offer opens.

Important notice

This Prospectus is dated 22 March 2021 and was lodged with the ASIC on the same date. Neither ASIC nor ASX takes 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 contains an offer to Eligible Shareholders of continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is intended to be read in conjunction with the publicly available information in relation to the Company which is released on the ASX from time to time.

Securities will only be issued on the basis of this Prospectus in accordance with the terms set out in this Prospectus.

As at the date of this Prospectus, the Company has complied with:

• 1. the provisions of chapter 2M of the Corporations Act, as they apply to the Company; and

• 2. section 674 of the Corporations Act.

The Offer is only made to those Shareholders who are Eligible Shareholders on the Record Date (being Shareholders who have a registered address in Australia, New Zealand, Singapore and Germany and who qualify in the opinion of the Company).

No person is authorised to give any information or to make any representation in connection with the Issue 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 Issue.

Foreign shareholders

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

The Company has decided that it is unreasonable to make offers under the Issue to Shareholders with registered addresses outside of Australia, New Zealand, Singapore and Germany having regard to the number of Shareholders in those places, the number and value of the New Shares they would be offered 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 New Shares will be issued to Shareholders having registered addresses outside of Australia, New Zealand, Singapore and Germany.

The Company has not made any investigation as to the regulatory requirements that may prevail in the countries, outside of Australia, New Zealand, Singapore and Germany, in which the Company's Shareholders may reside. It is the responsibility of overseas Applicants to ensure compliance with all laws of any country relevant to their Acceptance. The Offer may only be accepted by Eligible Shareholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to make such an offer.

The distribution of this Prospectus in jurisdictions outside Australia, New Zealand, Singapore and Germany may be restricted by law and persons who come into possession of this Prospectus should