Rights Issue Prospectus

For personal use only

ALTURA MINING LIMITED

(ACN 093 391 774)

(in the process of changing its name to Morella Corporation

Limited)

PROSPECTUS

For a non-renounceable pro rata entitlement offer of New Shares at an issue price of $0.005 per New Share on the basis of one New Share for every 8.5 Shares held by Eligible Shareholders at the Record Date to raise up to approximately $2,000,000 (before costs) (Entitlement Offer).

The Entitlement Offer is currently expected to close at 2:00pm (WST) on 30 November 2021. Valid

applications must be received before that time. Subject to the requirements of the Corporations Act and the ASX Listing Rules, the Directors reserve the right to extend the closing date of the Entitlement Offer and to withdraw or vary the Entitlement Offer without prior notice.

The Entitlement Offer is not underwritten.

This Prospectus also contains a separate offer of securities, detailed in the Prospectus, that relate to the

Shortfall Shares. Please refer to Section 2.4 for further details.

This Prospectus is also being issued in order to facilitate secondary trading of existing Shares. Refer to

Section 2.6 for further details.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it, you should consult your professional advisers

without delay. The Shares offered by this Prospectus should be considered highly speculative.

For personal use only

CORPORATE DIRECTORY

Directors	Registered Office
James Brown, Managing Director	Suite 5, 680 Murray Street
Allan Buckler, Non-Executive Director	West Perth WA 6005
Dennis O'Neill, Non-Executive Director	Telephone: [phone]
Beng Teik Kuan, Non-Executive Director	Email:[e-mail]
	Website:https://alturamining.com

Company Secretary	Chief Executive Officer
John Lewis	Alex Cheeseman
Independent Geologist - Australia	Independent Geologist - US
Mark Gifford	James Chapman
636 Bramley River Road	2705 West 5th Avenue
Margaret River WA 6285	Vancouver, British Columbia, Canada
US Solicitors	Australian Solicitors
Erwin Thompson Faillers	Allion Partners Pty Limited
241 Ridge Street, Suite 210	Level 9, 200 St Georges Tce
Reno, Nevada 89501, US	Perth WA 6000
Investigating Accountant	Auditor*
Elderton Capital Pty Ltd	PKF Perth
Level 2, 267 St Georges Tce	Level 5, 35 Havelock Street
Perth WA 6000	West Perth WA 6005
Share Registry*
Link Market Services Limited
Level 12, QV1 Building
250 St Georges Terrace
Perth WA 6000

* This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

INDICATIVE TIMETABLE

For personal use only

Event	Indicative Date
Announcement of the Offer	11 November 2021
Lodgement of this Prospectus	11 November 2021
Record date to determine Entitlement	5.00pm (WST) on 17
	November 2021
Prospectus with Application Form dispatched	19 November 2021
Entitlement Offer and Shortfall Offer opens for receipt of Applications	19 November 2021
Closing Date for acceptances under the Entitlement Offer	30 November 2021
Trading of New Shares expected to commence (anticipated)	3 December 2021

Notes:

1. The above timetable is indicative only and subject to change. Subject to the Corporations Act and ASX Listing Rules, the Directors reserve the right to vary these dates without prior notice. The Directors reserve the right not to proceed with the whole or part of the Offers at any time prior to allotment. In that event, the relevant Application Monies will be returned without interest in accordance with the Corporations Act.
2. The New Shares offered under this Prospectus are subject to the Company's Securities being reinstated to trading on ASX. There is no guarantee that the Company's Shares will be reinstated to trading on ASX and that the Offer will proceed.

KEY OFFER DETAILS

Price per Share	$0.005
Shares offered under the Entitlement Offer	400,095,130
Amount to be raised under the Offer (before costs)	$2,000,476
Total Shares on issue on completion of the Offer	5,113,365,432
Total Options on issue on completion of the Offer	148,797,979
Implied market capitalisation on completion of the Offer	$25,566,827

Notes:

The total Shares on issue on completion of the Offer of 5,113,365,432 Shares is based on the following assumptions:

1. total Shares on issue at the date of the Prospectus is 3,400,808,604 which includes 414,565,329 Shares issued pursuant to the T1 Placement;
2. 885,434,671 Shares to be issued pursuant to the T2 Placement are approved at the 2021 Annual General Meeting and issued;
3. 400,000,000 Security Shares are approved at the 2021 Annual General Meeting and issued;
4. Consideration Shares equal to 27,027,027 are approved at the 2021 Annual General Meeting and issued;
5. the Offer is fully subscribed and 400,095,130 New Shares are Issued;
6. no Loan Capitalisation Shares are issued between the date of this Prospectus and the completion of the Offer; and
7. no Convertible Securities are exercised between the date of this Prospectus and the completion of the Offer.

Please see Section 2.11 for further information.

IMPORTANT NOTICE

This Prospectus is dated 11 November 2021 and was lodged with ASIC on that date.

ASIC, ASX and their respective officers take no onlyresponsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

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

useIt is important that you read this Prospectus in its entirety and seek professional advice where necessary. The New Shares the subject of this Prospectus should be considered highly speculative.

EXPOSURE PERIOD

No exposure period applies to the Entitlement Offer.

WEB SITE - ELECTRONIC PROSPECTUS

personalA copy of this Prospectus can be downloaded from the website of the Company at https://alturamining.com. If you

are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

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 replacement prospectus or any of those documents were incomplete or altered.

Other than as otherwise stated in this Prospectus, no document or information included on our website is

Forincorporated by reference into this Prospectus.

APPLICATION FORMS

The Application Form accompanying this Prospectus is important.

Acceptance of New Shares under the Offer can only be submitted on an Application Form sent with a copy of this Prospectus. If acceptance is by BPAY® there is no need to return an Application Form. Refer to the instructions in Section 3 regarding completion of the Application Forms.

By returning an Application Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the Offers detailed in this Prospectus.

ELIGIBILITY

Eligible Shareholders can only take up their Entitlements by completing and returning the Application Form, accompanying this Prospectus. The Application Form sets out an Eligible Shareholder's Entitlement to participate in the Entitlement Offer.

Eligible Shareholders may apply for Shortfall Shares by completing the relevant section of their Application Form. Other investors may apply for Shortfall Shares under the Shortfall Offer by completing a Shortfall Application Form, which can be obtained by contacting the Company Secretary at [e-mail].

NO COOLING-OFF RIGHTS

Cooling-off rights do not apply to an investment in Shares issued under the Prospectus. This means that, in most circumstances, you cannot withdraw your application once it has been accepted.

NO INVESTMENT ADVICE

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Shares under this Prospectus to determine whether it meets your objectives, financial situation and needs.

FOREIGN JURISDICTIONS

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the securities or to otherwise permit a public offering of the New Shares in any jurisdiction outside Australia.

The distribution of this Prospectus outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

New Zealand

The New Shares are not being offered 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 Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offer) Exemption Notice 2016.

For personal use only

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

Singapore

This Prospectus and any other materials relating to the Offer have not been, and will not be, lodged or registered in Singapore with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or materials in connection with the Offer, or invitation for subscription or purchase, of the New 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 Prospectus has been given to you on the basis that you are (i) an existing holder of the Company's shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

The Offer is not made with a view to the New 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 New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether

new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7 of this Prospectus.

TIMING OF THE OFFER

The Entitlement Offer and the Shortfall Offer will open on 19 November 2021 and close in accordance with the timetable detailed in the Indicative Timetable (as may be amended).

SECONDARY TRADING

In addition to facilitating the making of the Offer, this Prospectus is being issued to comply with section 708A(11) of the Corporations Act to facilitate the secondary trading of existing Shares.

Refer to Section 2.6 for further details.

CAUTIONARY NOTE REGARDING RESOURCES

You should be aware that Australian companies with securities listed, or to be listed, on the ASX are required to report reserves and resources in Australia in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code 2012 Edition) (JORC Code). You should note that while the Company's resource estimates (if any) comply with the JORC Code, they may not comply with the relevant guidelines in other countries. You should not assume that any quantities reported as "resources" will be converted to reserves under the JORC Code or any other reporting regime or that the Company will be able to legally and economically extract them.

COMPETENT PERSON STATEMENT

The information in this Prospectus (including the Independent Geologist's Report in Annexure A of this Prospectus) that relates to exploration results at the Mallina Lithium Project is based on information compiled by Mr Mark Gifford a competent person who is a fellow of the Australian Institute of Geoscientists and is not an employee of Altura. Mr Gifford has sufficient experience that is relevant to the style of mineralisation and type of deposits under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 edition of the JORC Code. Mr Gifford consents to the inclusion in the Independent Geologist's Report and the matters based on his work in the form and context in which it appears.

The information in this Prospectus (including the Independent Geologist's Report in Annexure B of this Prospectus) that relates to exploration results at the Fish Lake Valley Lithium Project is based on information compiled by Mr James Chapman, a competent person who is a member of the Association of Engineers and Geoscientists of British Columbia which is a Recognised Professional Organisation which competent persons must belong to for the purposes of preparing reports of Exploration results in Australia. Mr Chapman is not an employee of Altura. Mr Chapman has sufficient experience that is relevant to the style of mineralisation and type of deposits under consideration and to the activity being