Tennant Minerals : Cleansing Prospectus

TENNANT MINERALS LIMITED ACN 086 471 007

PROSPECTUS

For the offer of up to:

• (a) 1,000 Shares in the capital of the Company at an issue price of $0.045 per Share to raise up to $45 (before expenses) (Cleansing Offer);

• (b) 26,000,000 new options to acquire Shares (New Options) at an issue price of $0.00001 per New Option to raise up to $260 (before expenses) (Options Offer),

  (together, the Offers).

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Securities issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered under this Prospectus should be considered speculative.

TABLE OF CONTENTS

• 1. CORPORATE DIRECTORY ................................................................................................ 1

• 2. TIMETABLE AND IMPORTANT NOTES ............................................................................... 2

• 3. DETAILS OF THE OFFERS .................................................................................................. 4

• 4. PURPOSE AND EFFECT OF THE OFFERS ........................................................................... 7

• 5. RIGHTS AND LIABILITIES ATTACHING TO SHARES .......................................................... 8

• 6. RISK FACTORS ............................................................................................................... 13

• 7. FINANCIAL INFORMATION ........................................................................................... 22

• 8. ADDITIONAL INFORMATION ......................................................................................... 23

• 9. DIRECTORS' AUTHORISATION ....................................................................................... 30

• 10. DEFINITIONS .................................................................................................................. 31

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1.	CORPORATE DIRECTORY
Directors	Registered Office
Matthew Driscoll	Level 1, 247 Oxford Street
Non-executive Chairman	WEST LEEDERVILLE WA 6007
Gino D'Anna	Telephone: + 61 8 6141 3500
Non-executive Director
Neville Bassett	Website:www.tennantminerals.com
Non-executive Director
ASX Code
Michael Scivolo
Non-executive Director	TMS
Company Secretary	Lawyers
Stuart Usher	Steinepreis Paganin
Lawyers and Consultants
Share Registry*	Level 4, The Read Buildings
16 Milligan Street
Advanced Share Registry Limited	PERTH WA 6000
110 Stirling Highway
NEDLANDS WA 6009	Auditor*
Telephone: [phone]	Nexia Perth Audit Services Pty Ltd
Level 3, 88 William Street
PERTH WA 6000

* These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

• 2. TIMETABLE AND IMPORTANT NOTES

• 2.1 Timetable

  Action	Date
  Lodgement of Prospectus with the ASIC and ASX	7 April 2022
  Opening Date	7 April 2022
  Closing Date of the Offer*	5:00pm WST on 14 April 2022

  * The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Date.

• 2.2 Important Notes

  This Prospectus is dated 7 April 2022 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility 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.

  The Offers are only available to those who are personally invited to accept the Offers. Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

  This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) 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. 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.

• 2.3 Web Site - Electronic Prospectus

  A copy of this Prospectus can be downloaded from the website of the Company atwww.tennantminerals.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. Any person 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.

• 2.4 Risk Factors

  Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares and New Options in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

• 2.5 Overseas Investors

  The distribution of this Prospectus in jurisdictions outside Australia 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 constitutes a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.

• 2.6 Disclaimer

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

• 2.7 Target Market Determination

  In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's website (www.tennantminerals.com). By making an application under the Options Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD.