Aurumin Limited ACN 639 427 099 ENTITLEMENT OFFER PROSPECTUS This P rospectus is being issued for a non - renounceable pro - rata offer to Eligible Shareholders of up to approximately 24,810,106 Shares on the basis of 1 new Share for every 4 S hares held on the Record Date at an issue price of $ 0.2 0 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 ( A WST) on 8 February 2022 ( Closing Date ) .* The Entitlement Offer and the Top U p Offer are partially underwritten by Lazarus Corporate Finance Pty Ltd ( Lazarus or Underwriter ) for up to 10, 0 00,000 Shares (being to the value of $2 million). R efer 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 Of fer 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, t his 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 . Important information This Prospectus is dated 14 January 2022 an d 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 1 3 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 Prospec tus and the relevant Entitlement Form or Application Form ( as applicable) free of charge from th e 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 an d 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 Offer s 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 Offer s . 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 restrictio ns 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 2 013 (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 au thority. You are advised to exerc ise caution in relation to the O ffer s . 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 M alaysia 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 issued in Malaysia except to existing Shareholders. Any Shares not taken up under the Offers may no t 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, c irculated 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 Subdivisi on (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 O ffer 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 provision s 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 Offer s . 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 potentia l investors are outlined in Section 5 . This Prospectus includes forward looking statements that have been based on current expectations about futu re 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 look ing 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 . ii Corporate directory Directors Share Registry * Piers Lewis Non - Executive Chairman Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth WA 6000 Tel (within Aus): 1300 850 505 Tel (outside Aus): +61 (03) 9415 4000 Bradley Valiukas Managing Director Shaun Day Non - Executive Director Darren Holden Non - Executive Director Officers Victor Goh Arron Canicais Chief Financial Officer & Joint Company Secretary Joint Company Secretary Registered Office Lawyers Unit 1, 295 Rokeby Rd Subiaco, WA 6008 Telephone: +61 8 6555 2950 Email: admin@aurumin.com.au Website: www.aurumin.com.au HWL Ebsworth Lawyers Level 20, 240 St Georges Terrace Perth, WA 6000 Underwriter 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. iii Proposed t imetable for the Offer s 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 1 9 January 2022 Record Date for determining Entitlements 20 January 2022 Despatch of Prospectus, Entitlement Form and Application Form 2 5 January 2022 Opening d ate for Entitlement Offer and Top Up Offer 2 5 January 2022 Last day to extend the Closing Date of the Entitlement Offer and Top Up Offer 3 February 2022 Closing Date of Entitlement Offer and Top Up Offer as at 5.00pm ( A WST )* 8 February 2022 Shareholder Approval (refer Notice of Meeting) 8 February 2022 Computershare to provide interim result of Entitlement Offer and Top Up Offe r 9 February 2022 ASX and Underwriter notified of under subscriptions pursuant to the Entitlement Offer and Top Up Offer 1 1 February 2022 Underwriter subscribes for up to 10,000,000 Shortfall Shares (comprising the shortfall of Shares remaining after the Closing Date of the Entitlement Offer and Top Up O ffer) under the Underwriting Agreement ( Settlement Date ) 14 February 2022 Issue D ate and lodgement of Appendix 2A with ASX applying for quotation of Shares subscribed for under the Entitlement Offer, the Top Up Offer and Shortfall Shares subscribed for by the Underwriter under the Underwriting Agreement 15 February 2022 Quotation of Securities issued under the Entitlement Offer , the Top Up Offer and to the Underwriter under the Underwriting Agreement * 16 February 2022 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 Dir ectors 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 Offer s are expected to commence trading on ASX may vary. iv Table of contents 1. Background 1 2. Details of the Offers 3 3. Action required by Shareholders 13 4. Effect of the Offers 17 5. Risk Factors 19 6. Additional Information 29 7. Direc tors' Statement and Consent 42 8. Unaudited Pro Forma Statement of Financial Position 43 9. Glossary of Terms 45 v L etter from the Chairperson Dear Shareholder On behalf of your Directors, I am pleased to invite you to participate in this non - renounceable pro - rata 1 - for - 4 entitlement offer at an issue price of $0. 20 per share to raise up to $4,962,022 ( before costs) ( Entitlement Offer ). The Directors intend to ta ke up all or part of their Entitlement pursuant to the Entitlement Offer. The Entitlement Offer form s part of the Company's capital raising first announced to ASX on 16 December 2021 (further details in respect of which are set out in Section 1.2 ) ( Aurumin Capital Raising ) in connection with the Company's proposed acquisition of the Sandstone Gold Project pursuant to the Sandstone SPA. Proceeds from the Offers will be principally applied towards satisfy ing the $6 million Completion Payment pursuant to the Sandstone SPA, f und ing exploration and development on the Company's projects and for general working capital (further details in respect of which are set out in Section 2.5 ) . To the extent that the Company does not raise the maximum of $12.5 million (before costs) pursuant to the Aurumin Capital Raising, the Company will adjust the use of funds (other than the Completion Payment) to reflect the amount actually raised. The Company also reserves the right to alter the use of funds if the conditions pr ecedent pursuant to the Sandstone SPA are not satisfied or waived (as appl icable) or completion of the Sandstone SPA does not other wise occur, including the right to reallocate the funds attributable to the Acquisition and exploration on th e Sandstone Gold Project to the Company's existing projects , potential alternative transac tion s and general working capital. Entitlement Offer Under the Entitlement Offer , Eligible Shareholders are entitled to subscribe for 1 new Share for every 4 existing Shares in the Company held on the Record D ate, being 5.00pm (AWST) on 20 January 2022 ( Record Date ). Shares issued under the Entitlement Offer will rank equally with existing Shares. The Entitlement Offer is non - renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferable. Further details i n respect of how Eligible Shareholders can participate in the Entitlement Offer are set out in Sections 3.2 and 3.3 . Top Up Offer Eligible Shareholder s may also apply ( in excess of their Entitlement ) for Shares not subscribed for by other Eligible Shareholders pursuant to the Entitlement Offer at the same issue price as the Entitlement Offer (subject to the allocation policy set out in Section 2.2 ) ( Top Up Offer ) . Further details in respect of how Shareholders can participate in t he Top Up Offer are set out in Section 3.4 . Partial Underwriting The Entitlement Offer and the Top Up Offer are partially underwritten by Lazarus. Accordingly, t o the extent there remains any shortfall of Shares taken up by Eligible Shares pursuant to the Entitlement Offer, these Shares will be taken up by the Underwriter up to $2,000,000 worth (being 10,000,000 Shares) (refer Section 6.2 ). Remaining Shortfall Offer 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 Underwr iting Agreement ( Remaining Shortfall Shares ) may (subject to the allocation policy set out in Section 3.5 ) be placed by the Underwriter (in consultation with the Company) to New Investors within three months of the Closing Date. Accordingly, vi this Prospectus also incorporates an offer to New Investors to subscribe for Remaining Shortfall Shares ( Remaining Shortf all Offer ) . Payment Via BPAY ® The Entitlement Offer and the Top Up Offer are scheduled to close at 5.00pm (AWST) on 8 February 2022 . Eligible Shareholders wishing to participate in the Entitlement Offer and the Top Up Offer must ensure that they h ave completed their Application by paying Application Monies via BPAY® before this time in accordance with the instructions set out at https://aunoffer.thereachagency.com , on the Entitlement Form or Application Form (as applicable) and S ection 3 of this Prospectus . The global pandemic of COVID - 19 has resulted in government restrictions, and mandated or volun tary closures of certain services, which may restrict or delay postal and delivery services. As such, the Company ha s determined to limit the payment method in connection with the Offers to BPAY® only. The Prospectus includes further details of the Offer s and the effect of the Entitlement Offer and Top Up Offer on the Company, and a statement of the risks associated with investing in the Company. This is an important document and should be read in its entirety. If you have any doubts or questions in relatio n to the Prospectus you should consult your stockbroker, accountant, solicitor or other independent professional adviser to evaluate whether or not to participate in the Offer s . On behalf of the Board, I look forward to your continued support and on updat ing you on the Company’s progress. Yours faithfully Piers Lewis Non - Executive Chair man Aurumin Limited vii Investment overview This Section is intended to highlight key information for potential investors. It is an overview only and is not intended to replace the Prospectus. Potential investors should read the Prospectus in full before deciding to invest in Shares . Key Information Further Information Transaction specific prospectus This Prospectus is a transaction specific prospectus for offer s of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corpora tions 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. Section 6.3 Risk factors Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 5 , including (but not limited to) risks in respect of: (a) Resource Risk : There is inherent uncertainty with mineral resource estimates. In addition, there is no guarantee that inferred mineral resource estimates can successfully be converted to indicated or measured mineral resource estimates to allow potential reserve estimates . There remains risk , regardless of JORC Code or other status , with actual mining performance against any r esource or r eserve estimate. (b) Exploration & Development Risks : Mineral exploration and development are high - risk undertakings. There can be no assurance that exploration and development will result in the discovery of further mineral deposits. Even if an apparently viable deposit is id entified, there is no guarantee that it can be economically exploited. The future exploration and development activities of the Company may be affected by a range of factors, including geological conditions, limitations on activities due to seasonal weathe r patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company. (c) Contractual Risk : As announced to ASX on 16 December 2021, the Com pany has executed the binding Sandstone SPA with Middle Island to acquire SOPL , which in turn owns the Sandstone Gold Project (further details in respect of which are set out in Section 1.1 ). At the date of this Prospectus, completion of the Sandstone SPA has not yet occurred and is subject to (among other things) the conditions precedent being satisfied or waived (some of which are outside the Company's control, including Middle Island obtaining shareholder approval) . If completion of the Sandstone SPA does not occur, the Company will not receive an interest in SOPL or the Sandstone Gold Project. The Offer s are not conditional on the Section 5 viii Key Information Further Information Acquis ition completing, and there is a risk that the Acquisition may not complete and the funds from the Offer s will be reallocated. The ability of the Company to achieve its stated objectives may be materially affected by the performance of the parties in fulfilling their obligations under certain agreements, including the Sandstone SPA . If any party defaults in the performance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly. (d) Underwr iting Risk : The Company has entered into the Underwriting Agreement under which the Underwriter has agreed to partially underwrite the Entitlement Offer and the Top Up Offer , subject to the terms and conditions of the Underwriting Agreement. If certain co nditions are not satisfied or certain events occur, the Underwriter may terminate the Underwriting Agreement. Terminatio n of the Underwriting Agreement may have a material adverse impact on the proceeds raised under the Offer s . Termination of the Underwrit ing Agreement could materially adversely affect the Company’s business, cash flow, financial condition and results. (e) Future capital and funding requirements : The Company has no operating revenue and is unlikely to generate any operating revenue unless and until its projects are successfully developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. The Company believes its available cash and the net proceeds of the Aurumin Capital Raising should be adequate to fund its business development activities, exploration program and other Company objectives in the short term as stated in this Prospectus. There is a risk that any one or more of the Offer s and Converti ble Note Agreement may not complete, in which case the Company may require additional funding in order to fund its business development activities, exploration program and other Company objectives. (f) Environmental Risk : Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or incre ase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean - up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or noncompliance with environmental laws or regulation . ix Key Information Further Information Aurumin Capital Raising Simultaneous with the announcement of the Sandstone SPA, the Company announced a capital raising comprising of three components, being the Placement, the Convertible Note Agreement and the Entitlement Offer to raise a minimum of $8 million (before costs) a nd a maximum of $12.5 million (before costs) ( Aurumin Capital Raising ). Section 1.2 Entitlement Offer The Entitlement Offer is a non - renounceable entitlement issue o f 1 new Share for every 4 existing Shares held by Eligible Shareholders on the Record Date at an issue price of $0.2 0 per new Share to raise up to approximately $4,962,022 (before costs). Eligible Shareholders may apply for Shares under the Entitlement Offer subject to such applications being received by the Closing Date. The issue price for each Share to be issued under the Entitlement Offer shall be $0. 20 . Section 2 Top Up Offer The Top Up Offer is 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 . Eligible Shareholders who have applied for their full Entitlement, may apply for further Shares under the Top Up Offer subject to such applications being received by the Closing Date. The issue price for each Share to be issued under the Top Up Offer shall be $0. 20 , being the price at which Shares are being offered under the Entitlement Offer. Any Shares to be issued pursuant to the Top Up Offer will be allocated at the discretion of t he Directors, pursuant to the allocation policy outlined in Section 2.2 . Accordingly, there is no guarantee that Eligible Shareholders who apply for Shares in excess of the Entitlement pursuant to the Top Up Offer will receive such Shares . Section 2.2 Eligible Shareholders The Entitlement Offer and the Top Up Offer are made to Eligible Shareholders only. Eligible Shareholders are those Shareholders who: (a) are the registered holder of Shares on the Record Date; and (b) have a registered address in Australia, or subject to the offer restrictions in Section 2.15 , New Zealand , Ho ng Kong, Malaysia and Singapore . Sections 2.14 and 2.15 Partial Underwriting The Entitlement Offer and the Top Up Offer are partially underwritten by Lazarus Corporate Finance Pty Ltd ( Lazarus or Underwriter ) up to a value of $2,000,000, being 10,000,000 Shares ( Underwritten Shares ) . Any Shares not subscribed for under the Entitlement Offer or Top Up Offer will be subscribed for by Lazarus (or nominees) up to 10,000,000 Shares . See Secti ons 2.3 and 6.2 for further details. Sections 2.3 and 6.2 Remaining Shortfall Offer 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 Section 2.4 x Key Information Further Information Agreement ( Remaining Shortfall Shares ) may be placed by the Underwriter (in consultation with the Company) to New Investors within three months of the Closing Date. Accordingly, this Prospectus also incorporates an offer to New Investors to subscribe for Remaining S hortfall Shares ( Remaining Shortfall Offer ). The Remaining Shortfall Offer is only open to New Investors in Australia who have received a n invitation to apply for Remaining Shortfall Shares pursuant to the Remaining Shortfall Offer . The issue price for eac h Share to be issued under the Remaining Shortfall Offer shall be $ 0.20 , being the price at which Shares are being offered under the Entitlement Offer. Any Remaining Shortfall Shares will be allocated at the discretion of the Company (in consultation with the Underwriter ) pursuant to the allocation policy outlined in Section 2.4 . Accordingly, there is no guarantee that New Investors will receive Shares pursuant to the Remaining Shortfall Offer . Use of funds The proceeds of the Aurumin Capital Raising (including the Offers) will be used to satisfy the Completion Payment pursuant to the Sandstone SPA , fund exploration on the Company' s projects and for general working capital. To the extent that the Company does not raise the maximum of $12.5 million (before costs) pursuant to the Aurumin Capital Raising, the Company will adjust the use of funds (other than the Completion Payment) to reflect the amount actually raised. The Company also reserves the right to alter the use of funds if the conditions pr ecedent pursuant to the Sandstone SPA are not satisfied or waived (as applicable) or completion of the Sandstone SPA does not other wise occur, including the right to reallocate the funds attributable to the Acquisition and exploration on the Sandstone Gold Pro ject to the Company's existing projects , general working capital or a potential alternative transaction. Section 2.5 Effect on control of the Company The Company is of the view that the Offer s will not affect the control of the Company as no investor or existing Shareholder will hold a voting power greater than 20% as a result of the Offer s . Shareholders should note that if they do not participate in the Offer s , their holdings will be diluted. Examples of how the dilution may impact Shareholders are set out in Section 2.8 . Sections 2.7 and 2.8 Indicative capital structure and pro - forma balance sheet The indicative capital structure upon completion of the Offer s (assuming the Entitlement Offer is fully subscribed and the Acquisitio n proceeds) is set out below: Securities Shares % Options Convertible Notes Sections 4.1 and 8 xi Key Information Further Information Existing securities on issue (excluding Placement Securities) 86,740,423 56.31 13,485,210 - Placement Securities 12,500,000 8.11 2,000,000 - Convertible Note Agreement securities - - 10,000,000 21,378,263 Consideration Shares 30,000,000 19.47 - - Offer Securities 24,810,106 16.11 - - Underwriting Agreement securities - - 2,500,000 - TOTAL 154,050,529 100% 27,985,210 21,378,263 Further details in respect of the Company's capital structure are set out in Section 4 . The indicative pro - forma balance sheet showing the effect of the Offer s is in Section 8 . Directors' interests in Shares and Entitlements The relevant interest of each of the Directors in Shares as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below: Director Shares Voting power (%) Options Entitlement Bradley Valiukas 5,619,64 3 5.663% 4,000,000 1,404,911 Darren Holden 355,000 0.358% 400,000 88,750 Shaun Day 425,000 0.428% 400,000 106,250 Piers Lewis 776,219 0.782% 500,000 194,055 It is the intention of all Directors to take up all or part of their Entitlement specified above under the Entitlement Offer . Section 6.8(b) Forward looking statements Important Information and Section 5 xii Key Information Further Information This Prospectus contains forward - looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intend s' 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 Pros pectus, are considered reasonable. 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 the Company, th e Directors and the management. The Directors cannot and do 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 caut ioned not to place undue reliance on these forward - looking statements. The Directors have no intention to update or revise forward - looking statements, or to publish prospective financial information in the future, regardless of whether new information, fu ture 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 the Company's actual results to differ materially fro m the results expressed or anticipated in these statements. These risk factors are set out in Section 5 . 1 1. Background 1.1 Sandstone SPA As announced on 1 6 December 2021, the Company entered into a binding Share Purchase Agreement with Middle Island Resources Limited ( Middle Island ) (ASX:MDI) ( Sandstone SPA ), pursuant to which Aurumin agreed to acquire, and Middle Island agreed to sell, all of the issued capital in Middle Island's wholly - owned subsidiary, Sandstone Operations Pty Ltd ( SOPL ) ( Acquisition ). SOPL is the holder of the Sandstone Gold Project, including mining leases M57/128 and M57/129, exploration licence E 57/1102 and prospectin g licences P57/1384, P57/1395 and P57/1442 (and related mining information), processing infrastructure and freehold tenure in the town of Sandstone, WA. The consideration to be satisfied by Aurumin on completion of the Acquisition is $12 million, comprisi ng $6 million in cash and 30,000,000 fully paid o rdinary shares in Aurumin (valued at $6,000,000 using a deemed i ssue price per share of $0.20) . The Acquisition is subject to various conditions precedent (some of which are beyon d Aurumin's control), inclu ding: (a) Aurumin’s shareholders approving the Acquisition, the issue of the Consideration Shares and the Aurumin Capital Raising ( Aurumin Shareholder Approval ) ; (b) Middle Island’s shareholders approving the sale of the Sandstone Gold Project pursuant to the San dstone SPA ; and (c) other necessary ASX and regulatory approvals and third - party consents being obtained by Aurumin and Middle Island, as needed. Aurumin has dispatched the Notice of Meeting to convene a meeting of Shareholders to obtain Aurumin Shareholder Approval. Investors are cautioned that, in the event that completion of the Acquisition does not occur, the Company will not obtain any interest in the Sandstone Gold Project and, as such, the Company will need to reallocate the funds attributable to expl oration on the Sandstone Gold Project in the use of funds in S ection 2.5 towards the Company's existing projects, general working capital or a potential alternative transaction. Further details in respect of the Sandstone SPA are set out in the Notice of Meeting . 1.2 Aurumin Capital Raising Simultaneous with the announcement of the Sandstone SPA, the Company announced a capital raising comprising of three components, be ing the Placement, the Convertible Note Agreement and the Entitlement Offer to raise a minimum of $8 million (before costs) and a maximum of $12.5 million (before costs) ( Aurumin Capital Raising ). 2 An overview of the Aurumin Capital Raising is set out bel ow: (a) Placement The Company has issued 12,500,000 Shares to raise $2.5 million (before costs) pursuant to a placement ( Placement ) with sophisticated and professional investors qualifying under s708 of the Corporations Act 2001 (Cth) at a price per share of $0.20 per Share ( Placement Price ) (which is equal to the last trading price of Shares on 7 December 2021, being the last day Shares traded prior to the announcement of the Placement ) . The Placement completed on 23 December 20 21 . (b) Convertible Note Agreement T he Company has entered into a binding agreement with Collins St Asset Management Pty Ltd (ACN 601 897 974) (as trustee for the Collins St Value Fund) (ABN 16 601 897 974) ( Noteholder ) dated 15 December 2021 ( Convertible Note Agreement ) , pursuant to which it is proposed that the Noteholder will pay the Company an aggregate subscription price of $5 million (before costs) ( Subscription Amount ) in order to acquire 21,378,263 convertible notes ( Convertible Notes ) . The issue of sec urities to the Noteholder pursuant to the C onvertible Note Agreement is subject to, and conditional upon, the Company having obtained shareholder approval for the issues of the securities. The Convertible Notes will have an aggregate face value of $6,413, 479 ( Face Value ) on the date of issue and may be converted into Shares at a conversion price of $0.30 per Share ( Conversion Price ) (which represents a premium of 50% to the Placement Price) into an aggregate of 21,378,263 Shares. The Noteholder will also, subject to the receipt of prior shareholder approval, receive 10 ,000,000 O ptions which may be converted to Shares at an exercise price of $0.30 per O ption on or before the date that is 3 years from the date of issue . Further details in respect of the Conve rtible Note Agreement are set out in the Notice of Meeting. (c) Offer s Details of the Entitlement Offer (together with details of the Top U p Offer and the Remaining Shortfall Offer ) are set out in Section 2 . 3 2. Details of the Offer s 2.1 Entitlement Offer The Company is making an offer to all Eligible S hareholders to participate in a non - renounceable entitlement offer to raise up to approximately $4,96 2,022 (before costs) by the issue of 24,810,106 Shares. The Entitlement Offer will be determined on the basis of 1 new S hare for every 4 S hares held at the R ecord D ate at an issue price of $0.20 each and otherwise on the terms and conditions contained in t his P rospectus ( Entitlement Offer ). The purpose of the Entitlement Offer is to : (a) provide Eligible Shareholders with the opportunity to take up Shares proportional to their shareholding, at the same price as the Placement Price ( and at a discount of approximately 33.33 % to the conversion price per Share pursuant to the Convertible Note Agreement) and to mitigate the effect of dilution; and (b) provide the Company with additional funds to be attributed in accordance with the use of funds set out in Section 2.5 . As at the date of this Prospe ctus, the Comp any has on issue 99,240,423 S hares. Assuming no Options are exercised and no Convertible Notes are converted into Shares , prior to the Record Date ( and subject to entitlement rounding ) the Entitlement Offer is for a maximum of 24,810, 106 Shares to raise up to approximately $4,962,022 (before costs). Where the determination of the E ntitlement of any Eligible Shareholder results in a fraction of a Share , such fraction will be rounded up to the nearest whole S hare . Shares issued under the Entitlement Offer will be issued as fully paid ordinary shares and will rank equally in all respects with existing Shares on issue. A summary of the rights and liabilities attaching to the Shares offered under the Entitlement Offer is in Section 6.1 . 2.2 Top Up Offer This Prospectus includes a separate offer to Eligible Shareholders who have subscribed for their full Entitlement to apply for Shares not subscribed for by o ther Shareholders pursuant to the Entitlement Offer at the same issue price as the Entitlement Offer ( Top Up Offer ) . Shares issued under the Top Up Offer will be issued as fully paid ordinary shares and will rank equally in all respects with existing Shares on issue. A summary of the rights and liabilities attaching to Shares is in Section 6.1 . Shares will only be issued pursuant to the Top Up Offer if the Entitlement Offer is undersubscribed and will only be issued to the extent necessary to make up any shortfall in subscriptions . Eligible Sharehold ers can subscribe for Shares pursuant to the Top Up Offer by following the instructions set out in Section 3.4 . The Directors reserve the right to allocate Shares pu rsuant to the Top Up Offer in their absolute discretion. Accordingly, there is no guarantee that any applications under the Top Up Offer will be successful. The Directors reserve the right to issue Shares pursuant to the Top Up Offer at their absolute dis cretion. In exercising this discretion, the Board will take into consideration a number of factors, including the Company's best interests, the App licant's existing shareholdings , the extent to which an Applicant has sold or bought shares in the Company be fore and after both the announcement 4 of the Entitlement Offer and the Record Date, the financial needs of the Company, and the optimal composition of the Company's register following the Offers . To the extent commercially practicable and taking into accoun t the Company's requirement for funds, the Directors will endeavour to allot Shares pursuant to the Top Up Offer to a spread of Eligible Shareholders , in order to mitigate any control effects which may arise from issuing Shares pursuant to the Top Up Offer to a single or small number of Eligible Shareholders . It is a term of the Top Up Offer that, should the Company scale back applications for S hares thereunder , the Applicant will be bound to accept such lesser number allocated to them. There is no guarantee that Applicants will receive Shares applied for under the Top Up Offer. The Directors reserve the right to issue to an Applicant a lesser number of Shares pursuant to the Top Up Offer than the number for which the Applicant applies, or to reject an Application, or to not proceed with the Top Up Offer . In that event, Application Monies for Shares pursuant to the Top Up Offer will be refunded by the Company (without interest) in accordance with the provisions of the Corporations Act. Th e Company will not issue Shares pursuant to the Top Up Offer where the Company is aware that to do so would result in a breach of the Corporations Act (including section 606 of the Corporations Act) or the Listing Rules. Eligible Shareholders wishing to ap ply for Shares pursuant to the Top Up Offer must consider whether the issue of Shares pursuant to the Top Up Offer applied for would breach the Corporations Act or the Listing Rules having regard to their own circumstances (including the existence of any a ssociates). The Company expressly disclaims any responsibility for monitoring such applications or ensuring that individual Shareholders do not breach the Corporations Act or the Listing Rules in connection with participation in the Top Up Offer . Director s and related parties of the Company will not be issued any Shares pursuant to the Top Up Offer without the prior approval of Shareholders. 2.3 Partial Underwriting The Company is party to an underwriting agreement with Lazarus Corporate Finance Pty Ltd ( Lazar us or Underwriter ) dated 15 December 2021 ( Underwriting Agreement ), pursuant to which Lazarus has agreed to partially underwrite the Entitlement Offer and the Top Up Offer up to a value of $2,000,000 ( Underwritten Amount ), being for 10,000,000 Shares ( Underwritten Shares ) . Pursuant to the Underwriting Agreement: (a) to the extent that the number of Shares validly applied for under the Entitlement Offer and the Top Up Offer is less than the number of Underwritten Shares , the balance will be shortfall Shares ( Shortfall Shares ). In accordance with the timetable and subject to the terms of the Underwriting Agreement , t he Underwriter agrees to subscribe for the Shortfall Shares (up to the number of Underwritten Shares) ; and (b) to the extent that the number of Shares validly applied for under the Entitlement Offer and the Top Up Offer is great er than the Underwritten Shares but less than 24,810,106 Shares , the balance will become the remaining shortfall Shares ( Remaining Shortfal l Shares ) . Lazarus is only partially underwriting the Offer s and has no obligation to subscribe for the Remaining Shortfall Shares , but has the r ight to place the Remaining Shortfall Shares ( in consultation with the Company ) pursuant to the Remaining Short fall Offer (refer Section 2.4 below) . 5 The Company is required to pay the following fees under the Underwriting Agreement : (a) an underwriting fee of 6 % of the Underwritte n Amount, with all third party selling and/or sub - underwriting fees to be paid by the Underwriter from this fee; (b) a selling fee of 6% of the gross proceeds received from the sale of all of the Remaining Shortfall Shares placed by the Underwriter; and (c) i n aggregate , issue 2,500,000 Options , to be issued ( subject to the Company obtaining Shareholder a pproval ) as consideration for the underwriting obligation undertaken by Lazarus pursuant to the Underwriting Agreement . Each of the Shares to be issued to the U nderwriter pursuant to the Underwriting Agreement will be issued on the same terms and conditions of the Share s being offered under the Entitlement Offer . Further details of the Underwriting Agreement is set out in Section 6.2 . 2.4 Remaining Shortfall Offer This Prospectus includes a separate offer ( Remaining Shortfall Offer ) to New Investors which are not related to the Company and who are invited to apply for Remaining Shortfall Shares , being the balance of any Shares which are not taken up pursuant to the Entitlement Offer and the Top Up Offer and which are not subscribed for by the Underwriter pursuant to the Underwriting Agreement . The issue price of Shares offered un der the Remaining Shortfall will be $0.20 each, which is the issue price at which Shares have been offered to Eligible Shareholders under the Entitlement Offer and the Top Up Offer . Remaining Shortfall Shares will be issued as fully paid ordinary shares and will rank equally in all respects with existing Shares on issue. A summary of the rights and liabilities attaching to Shares is in Section 6.1 . New Investors can subscribe for Remaining Shortfall Shares by following the instructions set out in Section 3.4 . The Underwriter and the Directors reserve the right t o allocate Remaining Shortfall Shares to selected new investors who are not related to the Company i n their discretion and subject to the terms of the Underwriting Agreement. To the extent commercially practicable and taking into account the Company's req uirement for funds, the Directors will endeavour to allot the Remaining Shortfall Shares to a spread of investors, in order to mitigate any control effects w hich may arise from issuing Shares to a single or small number of investors. It is a term of the Re maining Shortfall Offer that, should the Company scale back applications for Shares pursuant to the Remaining Shortfall Offer , the Applicant will be bound to accept such lesser number allocated to them. There is no guarantee that Applicants will receive Sh ares applied for under the Remaining Shortfall Offer. The Directors reserve the right to issue to an Applicant a lesser number of Remaining Shortfall Shares than the number for which the Applicant applies, or to reject an Application, or to not proceed wit h the Remaining Shortfall Offer . In that event, Application Monies for Remaining Shortfall Shares will be refunded by the Company (without interest) in accordance with the provisions of the Corporations Act. Pursuant to the Remaining Shortfall Offer, a ny Remaining Shortfall Shares will be placed wit hin three months of the Closing Date of the Entitlement Offer and the Top Up Offer. 6 In exer cising their discretion to allocate the Remaining Shortfall Shares , the Directors will take into consideration a num ber of factors, including the Company's best interests, the Applicant's existing shareholdings (if any), the extent to which an Applicant has sold or bought shares in the Company before and after both the announcement of the Offer s and the Record Date, the financial needs of the Company, and the optimal composition of the Company's register following the Offers . The Company will not issue Remaining Shortfall Shares where the Company is aware that to do so would result in a breach of the Corporations Act (i ncluding section 606 of the Corporations Act) or the Listing Rules. New Investors wishing to apply for Remaining Shortfall Shares must consider whether the issue of the Remaining Shortfall Shares applied for would breach the Corporations Act or the Listing Rules having regard to their own circumstances (including the existence of any associates). The Company expressly disclaims any responsibility for monitoring such applications or ensuring that individual Shareholders do not breach the Corporations Act or the Listing Rules as a result of participation in the Remaining Shortfall Offer. Directors and related parties of the Company will not be issued any Remain ing Shortfall Shares . 2.5 Use of funds Following th e Aurumin Capital Raising ( assuming the Entitlement O ffer is fully subscribed , the maximum of $12.5 million is raised pursuant to the Aurumin Capital Raising and the Acquisition proceeds ) the following will be available to the Company : Source of funds $ Existing cash reserves as at 31 December 2021 3,998,909 Proceeds from Convertible Note 5 ,000 ,000 Proceeds from the Entitlement Offer 4,962,022 Total funds available 13,960,931 The following table shows the intended use of funds following completion of the Aurumin Capital Raising : Use of funds $ % Acquisition cash payment 6,000,000 43.0 Stamp duty 1 612,000 4.4 Exploration expenditure 2 5,783,877 41.4 Estimated expenses of the Offer s 3 365,054 2.6 Working capital 4 1,200,000 8.6 Total Funds allocated $ 13,960,931 100 Notes: 1. Stamp duty estimate . 7 2. Comprises exploration activities including geophysical studies, drilling, trenching, soil sampling and associated costs . 3. Expenses paid or payable by the Company in relation to the Offer s are set out in Section 6.11 . 4. Working capital includes the general costs associated with the management and operation of the business including administration expenses, rent and other associated costs. Working capital als o includes surplus funds . To the extent that the Company does not raise the maximum of $12.5 million (before costs) pursuant to the Aurumin Capital Raising, the Company will adjust the use of funds (other than the Completion Payment) to reflect the amount actually raised. The Company also reserves the right to alter the use of funds if the conditions precedent pursuant to the Sandstone SPA are not satisfied or waived (as applicable) or completion of the Sandstone SPA does not otherwise occur, including the right to reallocate the funds attributable to the Acquisition and exploration on the Sandstone Gold Project to the Company's existing projects to general working capital or a potential alternative transaction. The above is a statement of current intentions at the date of this Prospectus. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis. The amounts and timing of the actual expenditures and investments may vary significantly and will depend on numerous factors including the success of exploration activities, access conditions, weather and any changes in the business and economic environment. 2.6 Opening and C losing Dates The Company will accept Applications from the date it dispatches the Prospectus until 5:00pm (AWST) on 8 February 2022 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules, the Corporations Act and the Underwriting Agreement ( Closing Date ). 2.7 Effect on control of the Company Section 606(1) of the Corporations Act prohibits a person, unless an exception applies, from increasing their voting power in the Company: (a) from 20% or below to above 20%; or (b) from a starting point of above 20% and below 90%. One of the exceptions to section 606(1) is where th at increase occurs as a result of an issue under a disclosure document to an underwriter or sub - underwriter to the issue. Notwithstanding this exception, the Company notes that no investor or existing Shareholder is anticipated to hold a voting power of 20 % or more as a result of the Entitlement Offer and the Top Up Offer . The Underwriter presently does not have a relevant interest in Shares in the Company and it has indicated that is has no intention of acquiring Shares in the Company prior to the Record Date. As described elsewhere in this Prospectus, Lazarus has agreed to partially underwrite the Entitlement Offer and the Top Up Offer for up to $2 ,000,000 . The Underwriter’s maximum potential relevant interest and voting power in the Company under several scenarios are set out in the table below ( based on the assumption that no Shares other than those offered under the Entitlement Offer are issued ) . 8 Shares Underwriter voting power As at the date of the Prospectus Nil Nil Entitlement Offer 100% subscribed by Eligible Shareholders Nil Nil Entitlement Offer 75% subscribed by Eligible Shareholders 6,202,527 5.00% Entitlement Offer 50% subscribed by Eligible Shareholders 10,000,000 8. 22 % Entitlement Offer 25% subscribed by Eligible Shareholders 10,000,000 8.66 % Entitlement Offer 0% subscribed by Shareholders 10,000,000 9 . 15 % In the unlikely event that no Shareholders participate in the Entitlement Offer or the Top Up Offer , the Underwriter subscribes for all Shortfall Shares under the Underwriting Agreement , and no other Shares are issued, the Underwriter's voting power could not increase from 0% to above 20%. Completion of the Sandstone SPA (should that occur) will result in the issue of the Consideration Shares to Middle I sland, which would dilute the Underwriter's relevant interest and voting power in the Company. Accordingly, none of the Offers and the U nderwriting Agreement are considered likely to have a material effect on the control of the Company. 2.8 Potential dilution Shareholders should note that if they do not participate in the Offer s , their holdings are likely to be diluted (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareho lders are set out in the table below (noting that the issue of Shares upon conversion of the Convertible Notes would have a further dilutionary effect on Shareholders) : Holder Holding as at Record Date % at Record Date Entitlement to Shares % holding if E ntitlement taken up % holding if Entitlement not taken up Shareholder 1 10,000,000 10.0 8 % 2,5 00,000 10.0 8 % 8.06 % Shareholder 2 5,000,000 5. 0 4 % 1,250,000 5.0 4 % 4.03% 9 Holder Holding as at Record Date % at Record Date Entitlement to Shares % holding if E ntitlement taken up % holding if Entitlement not taken up Shareholder 3 2,500,000 2. 5 2 % 625,000 2.5 2 % 2.0 2 % Shareholder 4 1,000,000 1. 0 1 % 250,000 1.0 1 % 0.8 1 % Shareholder 5 500,000 0.50% 125,000 0.50% 0.40 % The dilution effect shown in the table above is the maximum percentage on the assumption that those Entitlements not accepted are subscribed for under the Top Up Offer or, alternatively, taken up by the U nderwriter or placed by the Underwriter (in consultation with the Company) pursuant to the Remaining Shortfall Offer . In the event all Entitlements are not accepted and some or all of the resulting s hortfall is not subsequently taken up , t he dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage. The above table also assumes that no other Shares are issued or equity securities converted into Shares prior to the Record Date . Completion of the Sands tone SPA (should that occur) will result in the issue of the Consideration Shares to Middle Island, which would dilute the shareholdings of Shareholders who do not participate in the Entitlement Offer . 2.9 No rights trading The rights to Shares under the Entit lement Offer are non - renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your E ntitlement to any other party. If you do not take up your E ntitlement by the Closing Date, your Entitlement will lapse. 2.10 Issue Date and dispatch All Shares under the Offer s are expected to be issued on or before the date spec ified in the p roposed t imetable in this Prospectus. Security holder statements will be dispatched at the end of the calendar month following the issue of the Shar es under the Offer s . It is the responsibility of Applicants to determine their allocation prior to trading in the Shares . Applicants who sell Shares before they receive their holding statements do so at their own risk. 2.11 Application Monies held on trust All Application Monies received for the Shares under the Offer s will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Shares are issued. All Application Mon ies will be returned (without interest) if the Shares are not issued. 2.12 ASX quotation Application has been or will be made for the official quotation of the Shares offered by this Prospectus. If permission is not granted by ASX for the official quotation of the Shares offered by this Prospectus within three months after the date of this Prospectus (or such period as the ASX 10 allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus. 2.13 C HESS The Company participates in the Clearing House Electronic Sub - register System, known as CHESS. ASX Settlement Pty Limited, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules. Un der CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares . If you are broker sponsored, ASX Settlement Pty Limited will send you a CHESS statement. The CHESS statement will specify the number of Shares is sued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares , including a notice to exercise the Shares . If you are registered on the Issuer Sponsored sub - register, your statement will be despatched by Computershare Investor Services and will contain the number of Shares issued to you under this Prospectus and your security holder reference number. A CHESS statement or Issuer Spo nsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements . 2.14 Ineligible Foreign Shareholders This Prospectus, and any accompanying Entitlement Form or Application Form (as applicable) , do not, and is not intended to, constitute an offer of Shares in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus or the Shares under the Offer s . I n particular, this document may not be dist ributed to any person, and the Shares may not be offered or sold, in any country outside Australia except to the extent permitted in Sections 2.15 to 2.18 (inclusive) . The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The Company believes that it is unreasonable to extend the Entitlement Offer and Top Up Offer to Ineligible Foreign Shareholders. The Company has formed this view having considered: (a) the number and value of the Shares that would be offered to those Shareholders; and (b) the cost of complying with the legal requirements and the requirements of regulatory authorities in the overseas jurisd ictions. In addition, the Remaining Shortfall Offer will be offered only to New Investors with a registered address in Australia. Accordingly, Ineligible Foreign Shareholders will not be entitle d to participate in the Offers . 11 2.15 New Zealand offer restriction s 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 Entitlement Offer and Top Up Offer are 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 author ity. 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 . 2.16 Hong Kong offer restr ictions 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 O ffer. If you are in doubt about any contents of this document, you should obtain independen t professional advice. 2.17 Malaysia offer restrictions 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 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 Schedu le 7 of the Malaysian Capital Markets and Services Act. 2.18 Singapore offer restrictions 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 Singapo re 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 subscript ion 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 pu rsuant 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 immediatel y. You may not forward or circulate this document to any other person in Singapore. Any O ffer 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 appli cable 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. 2.19 Notice to nominees and custodians Nominees and custodians that hold Shares should note that the Offer s are available only to Eligible Shareholders. The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares. If 12 any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer s are compatible with applicable foreign laws. 2.20 R isk factors An investment in Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are certain specific risks associated with an investment in the Company which are detailed in Section 5 . 2.21 Taxation implications The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subs cribing for Shares under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in c onnection with subscribing for Shares under this Prospectus. 2.22 Major activities and financial information A summary of the major activities and financial information relating to the Company, for the year ended 30 June 20 21 , can be found in the Company's Annu al Report announced on ASX on 30 September 202 1 and, for the half - year ended 31 December 2020 , the Half Yea r Report and Accounts announced on ASX on 12 March 202 1 . The Company's continuous disclosure notices (i.e. ASX announcements) since 30 September 2021 are listed in Section 6.5 . Copies of these documents are available free of charge from the Company. The Directors strongly recommend that Applicants review these and all other announcements prior to deciding whether or not to participate in the Offer s . 2.23 Privacy The Company collec ts information about each Applicant for the purposes of processing the Acceptance and, if the Acceptance is successful, to administer the Applicant's Share holding in the Company. By making an Application , each Applicant agrees that the Company may use the information provided by an Applicant for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities. If you do not provide the information required, the Company may not be able to accept or process your Acceptance or Application (as applicable). An Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office. 13 3. Action requir ed by Shareholders 3.1 Action in relation to the Offer s Should Eligible Shareholders wish to acquire Shares as part of the Entitlement Offer , Eligible Shareholders may either take up all of their Entitlement (refer to Section 3.2 ) or part of their Entitlement (refer to Section 3.3 ) . Eligible Shareholders who have applied for their full Entitlement may also apply for Shares in excess of their Entitlement p ursuant to the Top Up Offer (refer Section 3.4 ). New Investors may apply for Remaining Shortfall Shares (being a ny 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 pursuan t to the Underwriting Agreement) pursuant to the Remaining Sh ortfall Offer ( refer to Section 3.5 ). If you do not wish to take up any of your Entitlement to Shares, you may allow your Entitlement to lapse (refer to Section 3.6 ). If you wish to participate in the Offers you must make payment by BPAY® . The global pandemic of COVID - 19 has resulted in government restrictions, and mandated or voluntary closures of certai n services, which may restrict or delay postal and delivery services. As such, the Company has determined to limit the payment method in connection with the Offers to BPAY® only. 3.2 Eligible Shareholders wishing to Accept Entitlement in full If you wish to ta ke up all of your Entitlement, you are required to make payment via BPAY® . Payment is due by no later than 5.00pm (AWST) on the Closing Date . Note that when paying by BPAY® you are not required to submit the personalised Entitlement Form or Application For m (as applicable) but are taken to make the statements on that form. For instructions on how to pay by BPAY® refer to Section 3.7 below. 3.3 El igible Shareholders wish ing to take up only part of their E ntitlement If you only wish to take up part of your Entitlement under the Entitlement Offer you are required to make payment via BPAY® . Payment is due by no later than 5.00pm (AWST) on the Closing Date . Note that when payin g by BPAY® you are not required to submit the personalised Entitlement Form or Application Form (as applicable) but are taken to make the statements on that form. For instructions on how to pay by BPAY® refer to Section 3.7 below. 3.4 Eligible Shareholders wish ing to participate in the Top Up Offer If you are an Eligible Shareholder and you wish to apply for Shares in excess of your Entitlement under the Entitlement Offer by applying for Shares pursuant to the Top Up Offer , you are r equired to apply for more Shares than the number shown when you log into https://aunoffer.thereachagency.com or on your Entitlement Form or Application Form (as applicable) . To do this, make a payment for more than your Entitlement via BPAY® . The excess will be taken to be an application for additional Shares under the Top Up Offer . Payment is due by no later than 5.00pm (AWST) on the Clo sing Date . Any Shares applied for pursuant to the Top Up Offer will be issued in accordance with the allocation policy described in Section 2.4 . 14 Note that when paying by BPAY® you are not required to submit the personalised Entitlement Form or Application Form (as applicable) but are taken to make the statements on that form. For instructions on how to pay by BPAY® refer to Section 3.7 below. 3.5 New Investors wishing to participate in the Remaining Shortfall Offer If you are a New Investor a nd you have been invited to apply for Remaining Shortfall Shares pursuant to the Remaining Shortfall Offer, you are r equired to apply for Remaining Shortfall Shares when you log into https://aunoffer.ther eachagency.com or on your Application Form . Note that when paying by BPAY® you are not required to submit the personalised Application Form but are taken to make the statements on that form. Payment is due by no later than 5.00pm (AWST) on the date specifi ed by the Company or Underwriter . Any Shares applied for pursuant to the Remaining Shortfall Offer will be issued in accordance with the allocation policy described in Section 2.4 . For instructions on how to pay by BPAY® refer to Section 3.7 below. 3.6 Entitlements not taken up If you do not wish to accept any of your En titlement, you are not obliged to do anything. The number of Shares you hold and the rights attached to those Shares will not be affected should you choose not to accept any of your E ntitlement. 3.7 How to Pay (Via BPAY® ) The p rice of $0. 20 per Share is payable on acceptance of your Application . If you wish to participate in the Offer s you must make payment by BPAY® . Cash, cheques, bank drafts and money order payments will not be accepted. Receipts for payments will not be issued. The Compan y will treat Eligible Shareholders as applying for as many Shares as their payment will pay for in full. If an Eligible Shareholder's payment will pay for more than their full Entitlement, the Company will treat the Eligible Shareholder as applying for the ir full Entitlement and the excess will be taken to be an application for additional Shares pursuant to the Top Up Offer . A ny Application Monies received from Eligible Shareholders for more than their final allocation of Shares will be refunded except for where the amount is less than $1.00 in which case it will be donated to a charity chosen by the Company. No interest will be paid on any Application Monies received or refunded. Application Monies received from Eligible Shareholders and New Investors wil l be held on trust until such time as the relevant Shares are issued or the Application Monies are refunded. To the fullest extent permitted by law, each Eligible Shareholder and New Investor agrees that any Application Monies paid by them to the Company will not entitle them to any interest against the Company and that any interest earned in respect of Application Monies will belong to the Company . This will be the case, whether or not all or none (if any Offer is withdrawn) of the Shares applied for by a person are issued to that person. For payment by BPAY® , please follow the instructions set out at https://aunoffer.thereachagency.com , in Section 3 or on your personalised Entitlement Form or Application Form (as applicable) . You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transac tions. 15 Please make sure to use the specific Biller Code and unique Reference Number which can be obtained by providing your details when prompted at https://aunoffer.thereachagency.com . If Eligible Share holders pay by BPAY® and do not pay for their full Entitlement, their remaining Entitlements will lapse. If Eligible Shareholders have more than one holding, they must login separately for each holding and use the Reference Number specific to the relevant holding . Alternatively, if Eligible Shareholders have requested a personalised Entitlement Form and have more than one holding, they will receive separate forms for each holding. If Eligible Shareholders do not use the correct Reference Number specific to that holding, or inadvertently use the same Reference Number for more than one of their holdings , their application will be recorded against the holding associated with Reference Number they use. Please note that when paying by BPAY® : (a) you do not need to s ubmit the personalised Entitlement Form or Application Form (as applicable) but are taken to have made the statements on that personalised Entitlement Form or Application Form (as applicable) ; and (b) if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your Application Monies received. You should be aware that your Australian financial institution branch may implement earlier cut - off times with regard to electronic payment and you should therefore take this into consideration when making payment. It is your responsibility to ensure that your BPAY® payment is received by the Share Registry by no later than the relevant date by which funds are required t o have been received. Your BPAY® acceptance cannot be withdrawn once received. No cooling off period applies. 3.8 Warranties made on acceptance of an Offer Making a payment via BPAY® creates a legally binding contract between the Applicant and the Company for the number of Securities accepted by the Company. By making a payment via BPAY® , you will also be deemed to have: (a) represented and warranted that you have received a copy of the Prospectus with the Entitlement Form or Application Form (as applicable) ; (b) represented and warranted that you are an Eligible Shareholder if you receive an Entitlement Form or that you are a New Investor if you receive an Application Form ; (c) represented and warranted on behalf of yourself or each person on whose account you are acting that the law in your place of residence and/or where you have been given the Prospectus, does not prohibit you from being given the Prospectus; (d) agreed to be bound by the terms of the Offers and, if you are a New Investor, agree to be recorded in the Company's register of members as a Shareholder and to be bound by the terms of the Company's constitution ; (e) declared that all details and statements outlined when you log onto https://aunoffer.thereachag ency.com and your Entitlement Form or Application Form (as applicable) are complete and accurate; 16 (f) declared that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under https://aunoffer.thereachagency.com , the Entitlement Form or Application Form (as applicable) and as described in this Prospectus ; (g) authorised the Company and its respective officers or agents, to do anything on your behalf necess ary for the Securities to be issued to you, including correcting errors or to act on instructions of the Company's share registry upon using the contact details set out on https://aunoffer.thereachagency. com and in the Entitlement Form or Application Form (as applicable) ; (h) acknowledged that the information contained in, or accompanying, the Prospectus is not investment or financial product advice or a recommendation that the Securities are suitable for you given your investment objectives, financial situation or particular needs; and (i) acknowledged that the Securities offered under this Prospectus have not, and will not be, registered under the securities laws in any j urisdictions outside Australia . 17 4. Effect of the Offer s 4.1 Capital structure on completion of the Offer s and Acquisition Securities Shares % Options Convertible Notes Existing Securities 86 , 740 , 423 56.31 13 ,485,210 1 - Placement Securities 2 12,500,000 8.11 2,000,000 - Convertible Note Agreement 3 - - 10,000,000 21,378,263 Consideration Shares 4 30,000,000 19.47 - - Entitlement Offer and Top Up Offer 24,810,106 16.11 - - Underwriting Agreement 5 - - 2,500,000 6 - TOTAL 154 , 050 , 529 100% 27,985 , 210 21,378,263 Notes: 1. 13, 485210 Options comprising: (a) 5,300,000 Options exercisable at $0.30 each on or before 31 July 2024; (b) 2,000,000 Options with an issue price of $0.001, exercisable at $0.30 and expiring 1 December 2023; (c) 3,500,000 Options exercisable at $0.30 each on or before 31 July 2024 (d) 2, 298,611 Optio ns exercisable at $0.40 each on or before 31 July 2025; and (e) 386,599 Options exercisable at $0. 4 0 each on or before 31 July 2024. 2. Comprising 12,500,000 Shares and 2,000,000 Options exercisable at $0.30 per Option on or before the date that is 3 years from t he date of issue issued pursuant to the Placement. 3. 21,378,263 Convertible Notes convertible into 21,378,263 Shares and 10,000,000 Options issued to Collins St Asset Management Pty Ltd (ACN 601 897 974) (as trustee for the Collins St Value Fund (ABN 16 601 897 974) ( Noteholder ) on the terms set out in Section 1.2(b) . 4. 30 ,000,000 Shares to be issued to Middle Island on Completion of the Sandstone SPA (fur ther details in respect of which are set out in Section 1.1 ). 5. Assumes that the Entitlement Offer and Top Up Offer are fully subscribed , such that Lazarus is not required to subscribe for Shares up to the value of the $2,000,000 Underwritten Amount purs uant to the Underwriting Agreement (further details in respect of which are set out in Section 2.3 ) and there are no Remaining Shortfall Shares . In t he event the Underwriter is required to subscribe for Shares, this may be for a maximum aggregate amount of 10,000,000 Shares. 6. Comprising 2,500,000 Options exercisable at $0.30 per option on or before the date that is 3 years from the date of issue to be i ssued to the Underwriter pursuant to the Underwriting Agreement (further details in respect of which are set out in Section 2.3 ). 4.2 Effect of the Offer s on the Company’s financial position To illustrate the effect of the Offer s on the financial position of t he Company, set out in Section 8 is the reviewed statement of financial position of the Company and the unaudited pro forma statement of financial position, both as at 30 June 2021 ( Balance Date ) . Each has been prepared on the basis of the accounting policies normally adopted by the Company. 18 The unaudited pro forma statement of financial position has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The unaudite d pro forma statement of financial position has been prepared on the basis that the assets and liabilities of the Company have not been subject to any material change between 30 June 2021 and the completion of the Offer s except for movements in working cap ital resulting from transactions and expenditures incurred in the normal course of business including corporate costs and exploration activities. Other than as specified above (including the Acquisition and Aurumin Capital Raising) and in the ordinary course of business, there have been no other material transactions between 30 June 2021 and the date of this Prospectus. There is a risk that either or both of the Acquisition or the Aurumin Capital Raising may not complete. For furthe r information please see Sections 5.1(b) , 5.1(d) and 5.1(f) . 4.3 Market price of Shares The highest and lowest closing market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were: Lowest: $0.165 on 13 January 2022 Highest: $0.225 on 18 November 2021 The latest closing market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.165 per S hare on 1 4 January 2022 . 19 5. Risk Factors Activities in the Company and its controlled entit ies , as in any business, are subject to risks, which may impact on the Company's future performance. The Company and its controlled entity have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control. The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors which Sharehol ders need to be aware of in evaluating the Company's business and risks of increasing your investment in the Company. Shareholders should carefully consider the following factors in addition to the other information presented in this Prospectus. The princ ipal risks include, but are not limited to, the following: 5.1 Risks specific to the Company (a) Exploration & development risk Potential investors should understand that mineral exploration and development are high - risk undertakings. There can be no assurance that exploration and development will result in the discovery of further mineral deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. The future exploration and development activities of the Company may be affected by a range of factors, including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title pr ocess, changing government regulations and many other factors beyond the control of the Company. Further to the above, the future development of mining operations at the Mt Dimer, Mt Palmer, Johnson Range and/or Karramindie Project ( and the Sandstone Gold Project or any future projects that the Company may acquire an interest in) is dependent on a number of factors and avoiding various risks, including, but not limited to mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, risk of access to the required level of funding and contracting risk from third parties providing essential services. In addition, the construction of any proposed developme nt may exceed the expected timeframe or cost for a variety of reasons out of the Company's control. Any delays to project development could adversely affect the Company's operations and financial results and may require the Company to raise further funds to complete the project development and commence operations. (b) Contractual risk As announced to ASX on 16 December 2021, the Company has executed the binding Sandstone SPA with Middle Island to acquire SOPL , which in turn owns the Sandstone Gold Project (further details in respect of which are set out in Section 1.1 ). At the date of this Prospectus, C ompletion of the Sandstone SPA has not yet occurred and is subject to (among other things) the conditions precedent being satisfied or waived. If C ompletion does not occur, the Company will not receive an interest in SOPL or the Sandstone Gold Project. The Offer s are not conditional on the Acquisition completing, and there is a risk that the Acquisition may not complete and the funds from the Offer s will be r eallocated. 20 The ability of the Company to achieve its stated objectives may be materially affected by the performance of the parties in fulfilling their obligations under certain agreements, including the Sandstone SPA . If any party defaults in the perfo rmance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly. (c) Middle Island Shareholder Approval Pursuant to the Sandstone SPA , the Company is a cquiring SOPL (which in turns owns the Sandsto ne Gold Project) from Middle Island. M iddle Island is an ASX listed entity which is subject to the Listing Rules. Accordingly, i n order for Middle Island to dispose of its interest in SOPL (and the Sandstone Gold Project) , Middle Island is required to obta in Middle Island shareholder approval for the Acquisition . In the event Middle Island s hareholder approval i s not obtained , the Company will not be able to complete the Acquisition. (d) Underwriting Risk The Company has entered into the Underwriting Agreement under which the Underwriter has agreed to partially underwrite the Entitlement Offer and the Top Up Offer , subject to the terms and conditions of the Underwriting Agreement. If certain conditions are not satisfied or certain events occur, the Underwriter may terminate the Underwriting Agreement. Termination of the Underwriting Agreement may have a material adverse impact on the proceeds raised under the Offer s . Termination of the Underwriting Agreements could materially adversely aff ect the Company’s business, cash flow, financial condition and results. See Section 6.2 for further detail s of the Underwriting Agreement . (e) Limited operating history T he Company was incorporated on 28 February 2020 and therefore has limited operati onal and financial history on which to evalu ate its business and prospects. The prospects of the Company must be considered in light of the risks, expenses and difficulties fr equently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viabili ty through the successful exploration on, or mining development of, its existing projects or the Sandstone Gold Project . Until the Company is able to realise value from its projects , it is likely to incur operational losses. (f) Future capital and funding req uirements The Company has no operating revenue and is unlikely to generate any operating revenue unless and until its projects are successfully developed and production commences . The future capital requirements of the Company will depend on many factors including its business development activities. The Company believes its available cash and the net proceeds of the Aurumin Capital Raising should be adequate to fund its business development activities, exploration program and other Company objectives in the short term as stated in this Prospectus. There is a risk that any one or more of the Offer s and Convertible Note Agreement may not complete, in which case the Company may require additional funding in order to fund its business development activities, exploration program and other Company objectives . In order to successfully develop its p rojects and for production to commence, the Company will require further financing in the future, in addition to amounts raised pursuant to the Offer s (particularly if only the m inimum of $8 million (before costs) 21 pursuant to the Aurumin Capital Raising is met). Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower pr ices than the then market price (or price per Share pursuant to t he Offer s ) or may involve restrictive covenants which limit the Company's operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities. Although the Directors believe that additional capit al can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities and this could have a material adverse effect on the Company's activities, including resulting in the Tenements being subject to forfeiture , and could affect the Company's ability to continue as a going concern. The Com pany may undertake additional offerings of Shares and of securities convertible into Shares in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of the Company's existing Shareholders will be diluted. (g) Conservation areas and national park risks The Mt Dimer project is almost completely within existing or proposed conserva tion areas, with all granted tenure completely within proposed conservation areas. The conservation area is the Helena - Aurora Range Conservation Park, with similar boundaries to the proposed Helena Aurora National Park (File Notation Area 14564). The pr oposed conservation areas proposed are Conservation Park ex Jau r di PCP195 and proposed Conservation and Mining Reserve ex Jaurdi Pastoral Lease P5H34. Existing mining tenements M77/427, M77/428, M77/95 7, M77/95 8 and M77/965 are almost completely within pr oposed Conservation and Mining Reserve ex Jaurdi Pastoral Lease P5H34. It is expected that all Mt Dimer project activity will be subject to a higher level of environmental standard, compliance and scrutiny from regulators than areas outside existing or pr oposed conservation areas. Risks include non - grant of tenement applications, delays in environmental permitting for exploration and production activity, environmental restrictions on exploration or production activity, and non - approval of exploration or p roduction activity. (h) New projects and p otential acquisitions The Company will actively pursue and assess other new business opportunities in the resources sector. These new business opportunities may take the form of direct project acquisitions, joint ve ntures, farm - ins, acquisition of tenements/permits, and/or direct equity participation. The acquisition of projects (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence or prior to the completion of comprehensive due diligence. There can be no guarantee that any p roposed acquisition will be completed or be successful. If the proposed acquisition is not completed, monies advanced may not be recoverable, which may have a material adverse effect on the Company. If an acquisition is completed, the Directors will need to reassess at that time, the funding allocated to current projects and new projects, which may result in the Company 22 reallocating funds from other projects and/or raising additional capital (if available). Furthermore, notwithstanding that an acquisitio n may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain. (i) Restricted securities reducing liquidity As at the date of this Prospectus, approximately 30,017,171 Shares and 7,300,000 m illion Options are subject to escrow until 9 December 2022 (having been subject to escrow for 24 months from the date of quotation of the Company's securities on ASX on 9 December 2020) and approximately 30,000,000 Shares (being the Consideration Shares) are subject to voluntary escrow pursuant to the Sandstone SPA . During the period in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. 5.2 Mining industry risks (a) Resource risk There is inherent uncertainty with mineral resource estimates. In addition, there is no guarantee that inferred mineral resource estimate s can successfully be converted to indicated or measu red mineral resource estimates to allow potential reserve estimates . There remains risk , regardless of JORC Code or other status , with actual mining performance against any r esource or r eserve estimate. (b) Operating risk The operations of the Company may be a ffected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining; difficulties in commissioning and operating p lant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its Tenement interests. Unless and until the Company is able to realise value from its p rojects, it is likely to incur ongoing operating losses. (c) Metallurgy Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as: (i) identifying a me tallurgical process through test work to produce a saleable metal and/or concentrate; (ii) developing an economic process route to produce a metal and/or concentrate; and (iii) changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affe cting the economic viability of the project. 23 (d) Environmental risks The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operatio ns, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. T he occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations a nd licences. Significant liabilities could be imposed on the Company for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or noncompliance with environmental l aws or regulations. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities. Furthermore, under the Mining Rehabilitation F und Act 2012 (WA) ( Mining Rehabilitation Fund Act ), the Company is required to provide assessment information to the Department of Mines, Industry Regulation and Safety in respect of a mining rehabilitation levy payable for mining tenements granted under t he Mining Act. The Company is required to contribute annually to the mining rehabilitation fund established under the Mining Rehabilitation Fund Act if its rehabilitation liability is above $50,000 on a given T enement . The Company currently contributes a pproximately a levy of approximately $ 31 ,000 annually to the Mining Rehabilitation Fund. There is a risk that as the Company increases its activities in the future, that it annual levy will increase. (e) Grant, tenure and forfeiture of licences The Company’s Tenements are subject to the applicable mining acts and regulations in Western Australia, pursuant to which mining and exploration tenements are subject to periodic renewal. The renewal of the term of a granted tenement is also subject to the discretion o f the relevant Minister. There is no guarantee that current or future tenements or future applications for production tenements will be approved. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of ar eas of the tenements comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. Prior to any development on any of its properties, subsidiaries of the Company must receive licences/permits from appropriate governmental authorities. There is no certainty that the Company and its subsidiaries will hold all licences/permits necessary to develop or continue operating at any particular property. The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure being budgeted by the Compa ny. However, the consequences of forfeiture or involuntary 24 surrender of a granted tenement for reasons beyond the control of the Company could be significant. Similarly, the rights to mining leases and exploration licences carry with them various obligati ons which the holder is required to comply with in order to ensure the continued good standing of the lease or licence and, specifically, obligations in regard to minimum expenditure levels and responsibilities in respect of the environment and safety. Fa ilure to observe these requirements could prejudice the right to maintain title to a given area and result in government action to forfeit a lease or leases or licence or licences. There is no guarantee that current or future exploration applications or e xisting licence renewals will be granted, that they will be granted without undue delay, or that the Company can economically comply with any conditions imposed on any granted exploration permits . (f) Native title and Aboriginal heritage The Company is current ly aware of two registered native title claims and one known Aboriginal site covering the Tenements on its existing projects (other than the Sandstone Gold Project ) . The Company is not aware of any native title claims or Aboriginal sites covering the tene ments comprising the Sandstone Gold Project. In the future if the existence of native title claims occur over the area covered by the Tenements, or a subsequent determination of native title over the area occurs , this will not impact the rights or interes ts of the holder provided the Tenements have been or will be validly granted in accordance with the Native Title Act 1993 (Cth) ( NT Act ). If any of the Tenements were not validly granted in compliance with the NT Act, this may have an adverse impact on th e Company's activities. The Company is not aware of any circumstances to indicate that any of the Tenements were not or will not be validly granted in accordance with the NT Act. The grant of any future tenure to the Company over areas that are covered b y registered claims or determinations will likely require engagement with the relevant claimants or native title holders (as relevant) in accordance with the NT Act. The Directors will closely monitor the potential effect of native title claims involving the Tenements in which the Company has or may have an interest. T here remains a risk that additional Aboriginal sites may exist on the land the subject of the Tenements. The existence of such sites may preclude or limit mining activities in certain areas of the Tenements. (g) Third party tenure risks Under Western Australian and Commonwealth legislation, the Company may be required, in respect of exploration or mining activities on the Tenements, to recognise the rights of, obtain the consent of, and/or pay c ompensation to the holders of third - party interests which overlay areas within the Tenements, including other mining tenure, pastoral leases or petroleum tenure. The Company will continue to be required to negotiate access arrangements and pay compensatio n to land owners, local authorities, traditional land users and others who may have an interest in the area covered by a Tenement. The Company's ability to resolve access and compensation issues will have an impact on the future success and financial perf ormance of the Company's operations. If the Company is unable to resolve such compensation claims on economic terms, this could have a material adverse effect on the business, results or operations and financial condition of the Company. 25 Any delays or c osts in respect of conflicting third - party rights (for example, in relation to the assignment of any access agreements or the relocation of existing infrastructure on any existing miscellaneous licences that overlap with a Tenement), obtaining necessary co nsents, or compensation obligations, may adversely impact the Company's ability to carry out exploration or mining activities within the affected areas. (h) Gold price and demand volatility and exchange rate risks If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities may expose the potential income of the Company to commodity price and exchange rate risks. The price of gold and base metals fluctuate and are affected by numerous factors beyond the control of the Company, such as industrial and retail supply and demand, exchange rates, inflation rates, changes in global economies, confidence in the global monetary system, forward sales of meta ls by producers and speculators as well as other global or regional political, social or economic events. Future serious price declines in the market values of gold, and other minerals could cause the development of, and eventually the commercial producti on from, the Company's projects and the Company's other properties to be rendered uneconomic. Depending on the prices of commodities, the Company could be forced to discontinue production or development and may lose its interest in, or may be forced to se ll, some of its properties. There is no assurance that, even as commercial quantities of gold and base metals are produced, a profitable market will exist for it. Furthermore, international prices of various commodities are denominated in United States d ollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets. In addition to adversely affecting any potential future reserve estimates of the Company and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility o f a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to cond uct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. (i) Competition risk The industry in which the Company is involved is subject to domestic and global competition, including major mineral exploration and production companies. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activit ies or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business. The Company's current and future potential competitors may include entities with greater financial and other resources tha n the Company which, as a result, may be in a better position to compete for future business opportunities. Many of the Company’s competitors not only explore for and produce minerals, but also carry out refining operations and other products on a worldwi de basis. There can be no assurance that the Company can compete effectively with these entities. (j) Third party contractor risks The Company is unable to predict the risk of insolvency or managerial failure by any of the third party contractors used by the Company in any of its activities or the insolvency 26 or other managerial failure by any of the other service providers used by the Company for any activity. The effects of such failures may have an adverse effect on the Company's activities. (k) Reliance on key personnel The Company is reliant on a number of key personnel and consultants, including members of the Board. The loss of one or more of these key contributors could have an adverse impact on the business of the Company . (l) Staffing It may be difficult for the Company to attract and retain suitably qualified and experienced people given the current high demand in the industry and relatively small size of the Company, compared with other industry participants. (m) Climate change There are a number of climate - rela ted factors that may affect the Company's business. Climate change or prolonged period s of adverse weather and climatic conditions (including rising sea levels, floods, hail, drought, water, scarcity, temperature extremes, frosts, earthquakes and pestilen ces) may have an adverse effect on the Company's ability to access its Projects and therefore the Company's ability to carry out services. Changes in policy, technological innovation and consumer or investor preferences could adversely impact the Company's business strategy, particularly in the event of a transition (which may occur in unpredictable ways) to a lower - carbon economy. (n) Occupational health and safety Site safety and occupational health and safety outcomes are a critical element in the r eputation of the Company and its ability to retain and be awarded new contracts in the resources industry. While the Company has a strong commitment to achieving a safe performance on site a serious site safety incident could impact upon the reputation an d financial outcomes for the Company. Additionally, laws and regulations as well as the requirements of customers may become more complex and stringent or the subject of increasingly strict interpretation and/or enforcement. Failure to comply with applic able regulations or requirements may result in significant liabilities, to suspended operations and increased costs. Industrial accidents may occur in relation to the performance of the Company's services. Such accidents, particularly where a fatality or serious injury occurs, or a series of such accidents occurs, may have operational and financial implications for the Company which may negatively impact on the financial performance and growth prospects for the Company. (o) Insurance The Company intends to c ontinue to insure its operations in accordance with industry practice. In certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be p rohibitive. 27 (p) Unforeseen expenses The Company's cost estimates and financial forecasts include appropriate provisions for material risks and uncertainties and are considered to be fit for purpose for the proposed activities of the Company. If risks and unce rtainties prove to be greater than expected, or if new currently unforeseen material risks and uncertainties arise, the expenditure proposals of the Company are likely to be adversely affected . 5.3 General risks (a) COVID - 19 Risk The outbreak of coronavirus disea se (COVID - 19) is having a material effect on global economic markets. The global economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets and share price. The Company's shar e price may be adversely affected by the economic uncertainty caused by COVID - 19. Further measures to limit the transmission of the virus implemented by governments around the world (such as travel bans and quarantining) may adversely impact the Company's operations. It could interrupt the Company carrying out its contractual obligations , cause disruptions to supply chains or interrupt the Company’s ability to access capital. (b) General economic climate Factors such as inflation, currency fluctuations, inter est rates, legislative changes, political decisions and industrial disruption have an impact on operating costs. The Company's future income, asset values and share price can be affected by these factors and, in particular, by exchange rate movements. (c) Securi t ies investments Applicants should be aware that there are risks associated with any securities investment. The prices at which the Company's Shares trade may be above or below the issue price of the Offers and may fluctuate in response to a number of factors. Further, the stock market is prone to price and volume fluctuations. There can be no guarantee that trading prices will be sustained. These factors may materially affect the market price of the Shares , regardless of the Company's operational performance. (d) Government and legal risk Changes in government, monetary policies, taxation and other laws can have a significant impact on the Company's assets, operations and ultimately the financial performance of the Company and its Shares. Such changes are likely to be beyond the control of the Company and may affect industry profitability as well as the Company's capacity to explore and mine. The Company is not aware of any reviews or changes that would affect its permits. However, changes in community attitudes on matters such as taxatio n, competition policy and environmental issues may bring about reviews and possibly changes in government policies. There is a risk that such changes may affect the Company's development plans or its rights and obligations in respect of its permits. Any such government action may also require increased capital or operating expenditures and could prevent or delay certain operations by the Company. 28 (e) Litigation risks The Company is exposed to possible litigation risks including native title claims, tenure d isputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact ad versely on the Company's operations, financial performance and financial position. As at the date of this Prospectus, there are no material legal proceedings affecting the Company and the Directors are not aware of any legal proceedings pending or threate ned against or affecting the Company . (f) Force majeure Force majeure is a term used to refer to an event beyond the control of a party claiming that the event has occurred. Significant catastrophic events – such as war, acts of terrorism, pandemics, loss o f power, cyber security breaches or global threats – or natural disasters - such as earthquakes, fire or floods or the outbreak of epidemic disease – could disrupt the Company's operations and interrupt critical functions, or otherwise harm the business. To the extent that such disruptions or uncertainties result in delays or cancellations of the deployment of the Company's products and solutions, its business, results of operations and financial condition could be harmed. (g) Taxation The acquisition and dis posal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring S ecurities from a taxation point of view and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of applying for Securities under this Prospectus. (h) Unforeseen risk There may be other risks which the Directors are unaware of at the time of issuing this Prospectus which may impact on the Company, its operations and/or the valuation and performance of its Shares . 5.4 Invest ment speculative The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the S hares offered under this Prospectus. Therefore, the S hares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market val ue of those Securities. Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for S hares pursuant to this Prospectus . 29 6. Additional I nformation 6.1 Rights and liabilities attaching to Shares A summary of the rights attaching to Shares in the Company is below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on re quest free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitu tion with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice. (a) General meeting and notices S hareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at g eneral meetings of the Company. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitut ion of the Company. (b) Ranking of Shares At the date of this Prospectus, all Shares are of the same class and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospectus will rank equally with existing Shares. (c) Voting rights Subject to any rights or restrictions, at general meetings of Shareholders or classes of shareholders : (i) every Shareholder present and entitled to vote may vote in person or by attorney, proxy or representative; (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder, has one vote for every fully paid Share held and a frac tion of one vote for each partly paid up Share held, equal to the proportion which the amount paid up on that Share (excluding amounts credited) is to the total amounts paid up and payable (excluding amounts credited) on that Share. (d) Dividend rights Subject to the rights of the holders of any shares with special rights to dividends , the Directors may determine or declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that th e amount paid is of the total amounts paid and payable in respect of such Shares. No dividend carries interest against the Company and the declaration of Directors as to the amount to be distributed is conclusive. The Company must not pay a dividend unless the Company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment 30 of the dividend. The Directors may capitalise any profits of the Company and distribute that capital to the Shareholders, in the same proportions as the Shareholders are entitled to a distribution by dividend. (e) Variation of rights If at any time the share capital is divided into different classes of shares, t he rights attaching to the Shares may only be varied by the consent in writing of the holders of three - quarters of the issued s hares of that class , or with the sanction of a special resolution passed at a separate general meeting of the holders of the shar es in that class . (f) Transfer of Shares Shares can be transferred upon delivery of a proper instrume nt of transfer to the Company or by a transfer in accordance with the ASX Settlement Operating Rules. The instrument of transfer must be in writing, in the app roved form, and signed by the transferor and the transferee. Until the transferee has been registered, the transferor is deemed to remain the holder, even after signing the instrument of transfer. In some circumstances, the Directors may refuse to register a transfer if upon registration the transferee will hold less than a marketable parcel. The Board may refuse to register a transfer of Shares upon which the Company has a lien. The Company must refuse to register a transfer of Shares where the Corporation s Act, Listing Rules or ASX Settlement Operating Rules or a law about stamp duty requires the Company to do so. (g) Future increase in capital The issue of any Shares is under the control of the Board of the Company as appointed from time to time. Subject to r estrictions on the issue or grant of Securities contained in the Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing Share or class of shares), the Directors ma y issue Shares and other Securities as they shall, in their absolute discretion, determine. (h) Rights on w inding up If the Company is wound up, the liquidator may with the sanction of special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair on any property to be so divided and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders . (i) Alteration of constitution In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given. 6.2 Underwriting Agreement (a) Underwriting By an agreement between the U nderwriter and the Company ( Underwriting Agreement ), the Underwriter has agreed to partially underwrite the Entitlement Offer and the Top Up Offer up to $2,000,000, being up to 10,000,000 Shares . 31 The Company has granted the Underwriter the right to place t he Remaining Shortfall Shares in consultation with the Company . The Underwriter may , at its costs (in consultatio n with the Company), at any time appoint sub - underwriters to sub - underwrite the Entitlement Offer and the Top Up Offer . Further details in res pect of the Underwriting Agreement are set out in Sections 6.2(b) to 6.2(d) (inclusive) and in the Notice of Meeting. (b) Fees T he Company has agreed to pay the Underwriter on completion of the Entitlement Offer and the Top Up Offer : (i) an underwriting fee of 6 % of the Underwritten Amount, with all third party selling and/or sub - underwriting fees to be paid by the Underwriter from this fee; and (ii) i n aggregate issue 2,500,000 Options ( subject to the Company obtaining Shareholder a pproval ) as consideration for the u nderwriting obligation undertaken by Lazarus pursuant to the Underwriting Agreement . Subsequent to the completion of the Remaining Shortfall Offer, the Company has agreed to pay the Underwriter a selling fee of 6% of the gross proceeds received from the sa le of all of the Remaining Shortfall Shares placed by the Underwriter . (c) Expenses and indemnity In addition to the fees , the Company will pay and will indemnify and keep indemnified Lazarus against and in relation to, all reasonable costs and expenses of an d incidental to the Entitlement Offer and the Top Up Offer , including but not limited to: (i) the disbursements of Lazarus (including legal fees up to $5,000); (ii) accommodation and travelling expenses of Lazarus relating to the Entitlement Offer and the Top Up Of fer ; and (iii) all marketing and promotional expenditure related to the Entitlement Offer and the Top Up Offer , provided that the written consent of the Company will be obtained prior to incurring any individual costs in excess of $2,000 . The Underwriting Agreement also contains a number of indemnities, representations and warranties from the Company to the Underwriter that are considered standard for an agreement of this type. (d) Termination events Lazarus may terminate its obligations under the Underwriting Agreement if: (i) ( Company default ): the Company fails to perform an obligation under the Underwriting Agreement ; (ii) ( Indices fall ): the S&P ASX 200 Index closes on any b usiness d ay from the date of the Underwriting Agreement at a level that is 8 % or more below the level of the Index at the close of trading on the b usiness d ay before the date of the Underwriting Agreement ; 32 (iii) ( Gold Price Fall ): spot $ gold price referenced on Bloomberg under reference "XAUAUD Curncy", is at any time after the date of the Underwriting Agreement at a level that is 8% or more below its respective level as at the close of business on the b usiness d ay prior to the date of the Underwriting Agreement ; or (iv) ( Share Price Fall ): the share price o f Aurumin on ASX under reference "ASX:AUN", is at any time after the date of the Underwriting Agreement below $0.15; (v) ( Entitlement Offer Document ): the Company does not lodge the Prospectus with ASIC on the Lodgement Date or the Prospectus or the Entitlement Offer i s withdrawn by the Company; (vi) ( Supplementary Prospectus ): (A) Lazarus, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an adverse change , forms the view on reasonable grounds that a supplemen tary prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a supplementary prospectus in such form and content and within such time as Lazarus may reasonably require; or (B) the Company lodges a supplementary prospectus without the prior written agreement of Lazarus; (vii) ( Non - compliance with disclosure requirements ): it transpires that the Prospectus does not contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of: (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company ; and (B) the rights and liabilities attaching to the Underwritten Shares; (viii) ( Misleading Entitlement Offer Document ): it transpires that there is a material statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that th ere is an omission from the Prospectus (having regard to the provisions of sections 711, 713 and 716 of the Corporations Act) or if any statement in the Prospectus becomes misleading or deceptive or likely to mislead or deceive or if the issue of the Prosp ectus is or becomes misleading or deceptive or likely to mislead or deceive; (ix) ( Error in Due Diligence Results ): it transpires that any of the due diligence results or any part of the verification material was materially false, misleading or deceptive or th at there was a material omission from them; (x) ( proceedings ) ASIC or any other person conducts any enquiry, investigation or proceedings, or takes any regulatory action or seeks any remedy, in connection with the Entitlement Offer and the Top Up Offer or the Prospectus or the Company's ASX announcements , or publicly foreshadows that it may do so; (xi) ( Unable to issue Securities ) the Company is prevented from allotting and issuing the Underwritten Shares within the time required by the Timetable, Listing Rules, app licable laws, an order of a court of competent jurisdiction or a g overnment a uthority; 33 (xii) ( future matters ) Any statement or estimate in the Prospectus or the Company's ASX announcements which relates to a future matter is or becomes incapable of being met or, in the reasonable opinion of Lazarus, unlikely to be met in the projected timeframe; (xiii) ( No Quotation Approval ): the Company fails to lodge an Appendix 2A and/or Appendix 3B in relation to the Underwritten Shares with ASX by the time required by the Corpora tions Act, the Listing Rules or any other regulation; (xiv) ( ASIC application ): an order is made under Section 1324B or any other provision of the Corporations Act in relation to the Prospectus , the shortfall notice deadline date has arrived, and that applicati on has not been dismissed or withdrawn; (xv) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, which in Lazarus’ reasona ble opinion has material adverse effect on the Company’s ability to perform and comply with its obligations under any note issued under and in accordance with the Underwriting Agreement or on Lazarus' rights pursuant the Underwriting Agreement ( Material Adverse Effect ) provided that, for the avoidance of doubt, an event or circumstances which is general in nature is not a Material Adverse Effect ; (xvi) ( Authorisation ): any authorisation which is material to anything referred to in the Prospectus is repealed, r evoked or terminated or expires, or is modified or amended in a manner unacceptable to Lazarus acting reasonably; (xvii) ( Indictable offence ): a director of the Company is charged with an indictable offence; or (xviii) ( Termination events ): unless, in the reasonable opinion of Lazarus reached in good faith, it has or is likely to have, or those events together have, or could rea sonably be expected to have, a m aterial a dverse e ffect or could give rise to a liability of Lazarus under the Corporations Act , any of the fol lowing events occurs: (A) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, the Democratic People's Republic of Korea, or the Peoples Republic of China or any member of the European Union; (B) ( Default ): default or breach by the Company under the Underw riting Agreement of any terms, condition, covenant or undertaking; (C) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect in a material respect ; (D) ( Contravention of constitution or Act ): a contravention by a relevant company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX; 34 (E) ( Adverse change ) : an event occurs which gives rise to a Material Adverse Effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, p rofits, forecasts, losses, prospects, business or operations of any relevant company ; (F) ( Error in Due Diligence Results ): it transpires that any of the due diligence results or any part of the v erification m aterial was materially false, misleading or decep tive or that there was a material omission from them; (G) ( Significant change ): a "new circumstance" as referred to in Section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor; (H) ( Public statements ): without the prior approval of Lazarus a public statement is made by the Company in relation to the Offer s or the Prospectus , other than a statement the Company is required to make in order to ensure its disclosure obligations under the Listing Rules and the Corporations Act; (I) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to Lazarus in respect of any aspect of the Offer s or the affairs of any relevant company is or becomes misleading or deceptive or l ikely to mislead or deceive; (J) ( Official Quotation qualified ): the official quotation is qualified or conditional other than conditional approval, provided such condition would not, in the reasona ble opinion of Lazarus, have a m aterial a dverse e ffect ; (K) ( Cha nge in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Com monwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy; (L) ( Prescribed Occurrence ): a Prescribed Occurrence (as defined in the Underwriting Agreement) occu rs, other than as disclosed in the Prospectus . (M) ( Suspension of debt payments ): the Company suspends payment of its debts generally; (N) ( Event of Insolvency ): an insolvency event occurs in respect of a relevant company ; (O) ( Judgment against a relevant company ): a judgment in an amount exceeding $500,000 is obtained against a relevant company and is not set aside or satisfied within 14 days; (P) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agr eement commenced against any relevant company , except as disclosed in the Prospectus ; 35 (Q) ( Board and senior management composition ): there is a change in the composition of the Board or a change in the senior management of the Company before the date of issue of the Underwritten Shares without the prior written consent of Lazarus (such consent not to be unreasonably withheld); (R) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of a relevant company (other than as a result of the Offer s , a matter disclosed in the Prospectus ) or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to a relevant company ; (S) ( Timetable ): there is a delay in any specified date in the proposed timetable which is greater than 3 business d ays; (T) ( Force Majeure ): a f orce m ajeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occ urs; (U) ( Certain resolutions passed ): a relevant company passes or takes any steps to pass a resolution under Section 254N, Section 257A or Section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of La zarus; (V) ( Capital structure ): any relevant company alters its capital structure in any manner not contemplated by the Prospectus or the Acquisition ; (W) ( Breach of Contracts ): any of the Contracts are terminated or substantially modified; or (X) ( Market conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets . 6.3 Company is a disclosing entity The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing R ules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the securities market conducted by ASX. In particular, the Company has an ob ligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Shares. The Company is also required to prepare and lodge with ASIC yearly and half - yearly financial statements accompanied by a Directors' statement and report, and an audit review or report. Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 6.5 below). Copies of all documents announced to the ASX can be found at https://aurumin.com.au/investors/asx - announcements/ . 36 6.4 Dividend Policy The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company. 6.5 Copies of documents Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the Offer s a copy of: (a) the Annual Report for the period ending 30 June 2021 lodged with ASX on 30 September 20 21 ( Annual Financial Report ); (b) the Half Yearly Report for the period ending 31 December 20 20 lodged with ASX on 12 March 2021 ; and (c) the continuous disclosure notices given by the Company to notify ASX of information relating to the Company during the period from the balance date of the Annual Financial Report lodged with ASX on 30 September 2021 , until the date of this Prospectus: Date lodged Subject of Announcement 7 January 2022 Letter to Shareholders 7 January 2022 Notice of General Meeting/Proxy Form 23 December 2021 Cleansing Statement 23 December 2021 Application for quotation of securities - AUN 17 December 2021 Assay Results up to 90.70g/t au from Mt Dimer Drilling 16 December 2021 Reinstatement to Official Quotation 16 December 2021 Proposed issue of securities - AUN 16 December 2021 Acquisition of 784koz Sandstone Gold Project Presentation 16 December 2021 Aurumin to acquire 784,000oz Au Sandstone Gold Project 16 December 2021 MDI: Sale of Sandstone Gold Project 15 December 2021 Request For Voluntary Suspension 13 December 2021 Request For Voluntary Suspension 10 December 2021 Suspension from Official Quotation 8 December 2021 Trading Halt 26 November 2021 Mt Dimer Drilling Completed 19 November 2021 Results of Meeting 37 Date lodged Subject of Announcement 19 November 2021 AGM Presentation 03 November 2021 Additional Assay Results up to 23.4g/t Au from Mt Dimer 02 November 2021 Mt Dimer Drilling Underway 27 October 2021 Presentation at South West ASX Showcase 25 October 2021 Quarterly Activities Report 25 October 2021 Quarterly Cashflow Report 21 October 2021 Letter to Shareholders 21 October 2021 Notice of Annual General Meeting/Proxy Form 20 October 2021 Mt Palmer Exploration Update 5 October 2021 Drilling Programme To Commence at Mt Dimer 30 September 2021 Appendix 4G and Corporate Governance Statement 30 September 2021 Annual Report to shareholders 30 September 2021 Date of AGM and Closing of Director Nominations 24 September 2021 Notification of cessation of securities - AUN 3 September 2021 Presentation Update 1 September 2021 Results up to 153g/t Au from Mt Dimer Drilling 25 August 2021 64,700oz Johnson Range Mineral Resource Estimate 12 August 2021 Application for quotation of securities - AUN 4 August 2021 Application for quotation of securities - AUN 3 August 2021 Mt Dimer Drilling Completed 27 July 2021 Notice of Release of Escrowed Securities 27 July 2021 Quarterly Activities Report 27 July 2021 Quarterly Cashflow Report 15 July 2021 Drilling Underway at Mt Dimer 9 July 2021 Drilling Programme To Commence At Mt Dimer 8 July 2021 Notification regarding unquoted securities - AUN 8 July 2021 FY2022 ESIP Established 38 Date lodged Subject of Announcement 6 July 2021 Application for quotation of securities - AUN The following documents are available for inspection throughout the period of the Offer s during normal busines s hours at the registered office of the Company: (a) this Prospectus; (b) the Constitution; and (c) the consents referred to in Section 6.12 and the consents provided by the Directors to the issue of this Prospectus. 6.6 Information excluded from continuous disclosure notices There is no information which has been excluded from a conti nuous disclosure notice in accordance with the Listing Rules other than a s is set out in this Prospectus, however, the Company is currently considering its upcoming exploration activities and intends to provide a market update in this regard early in the n ew financial year. 6.7 Determination by ASIC ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Shares under this Prospectus. 6.8 Interests of Directors (a) Information disclosed in this Prospectus Other than as set out in this Prospectus, no Director holds or has held within the 2 years preceding lodgement of this Prospectus with ASIC, any interest in: (i) the formation or promotion of the Company; (ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion , or the Offer s ; or (iii) the Offer s , and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director: (iv) as an inducement to become, or to qualify as, a Director; or (v) for services provided in connection with the format ion or promotion of the Company, or the Offer s . (b) Security holding The relevant interests of each of the Directors in Securities of the Company as at the date of this Prospectus ar e set out below . 39 Director Shares Voting power (%) Options Entitlement (1) Bradley Valiukas 1 5 , 619 , 64 3 5.66 % 4,000,000 1,404,911 Darren Holden 2 355,000 0. 3 6 % 400,000 88,750 Shaun Day 3 425,000 0. 4 3 % 400,000 106,250 Piers Lewis 4 776 , 219 0.78% 500,000 194,055 Notes: 1. Mr Valiukas holds his interest in the Securities directly (as trustee for the B & K Valiukas Family Account) and indirectly through BV Mining Pty Ltd, an entity related to Mr Valiukas. 2. Mr Holden's Securities are held through Ms Leigh Sinclair ( as trustee for the Holden Sinclair Family Account ). 3. Mr Day's Securities are held through West End Ventures Pty Ltd ( as trustee for The West End Account ) . 4. Mr Lewis' Securities are held as follows: (a) 700 ,000 Shares and 500 ,000 Options held thro ugh Cranley Consulting Pty Ltd ( as trustee for the Cranley Consulting Account ) ; and (b) 76,219 Shares held indirectly through SmallCap Corporate Pty Ltd , an entity related to Mr Lewis. It is the intention of all Directors to take up a ll or part of their Entitlement specified above under the Entitlement Offer . (c) R emuneration The Constitution of the Company provides that the non - executive directors are entitled to be paid an amount of fees which does not in any year exceed in aggregate th e amount last fixed by ordinary resolution. The aggregate amount fixed is $200,000. This aggregate amount is to be allocated among the non - executive directors equally, having regard to the proportion of the relevant year for which each director held office , or as otherwise decided by the Board. The amount may also be provided in a manner the Board decides, which may include provision of non - cash benefits, in which case, the Board must also decide the manner in which the value of those benefits is to be calc ulated. The Constitution also provides that: (i) the Directors shall be entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors; and (ii) if any of the Directors be ing willing are called upon to perform extra services or make any special exertions on behalf of the Company or its business, the Directors may remunerate this Director in accordance with such services or exertions, and this remuneration may be either in a ddition to or in substitution for his or her share in the fee - pool described above. The remuneration of executive directors is to be fixed by the Board. As at the date of this Prospectus, the Company does not have any executive directors. 40 The table below sets out the remuneration provided to the Directors of the Company and their associated companies during the last two financial years ( FY ), inclusive of directors fees, consultancy fees, superannuation benefits and share - based payments. Director FY ended 30 June 2021 ($) FY ended 30 June 2020 ($) Bradley Valiukas 712,900 Nil Darren Holden 67,426 Nil Shaun Day 67,208 Nil Piers Lewis 85,968 Nil 6.9 Related party transactions Except as disclosed in this Prospectus, there are no related party transactions involved in the Offer s . The Company’s policy in respect of related party arrangements is: (a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and (b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting, unless it is resolved by the Board of Directors that the Director can be present at the meeting but does not vote on the matter . 6.10 Interests of other persons Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a func tion in a professional, advisory or other capacity: (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Securities offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Securities offered under this Prospectus; or (b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or p romotion of the Company or the Securities offered under this Prospectus . 6.11 Expenses of the Offer s The estimated expenses of the Offer s are as follows: Estimated expense $ ASIC lodgement fees 3,206 41 Estimated expense $ ASX quotation fees 14,127 Underwriting and shortfall placement fees 297,721 Legal and preparation expenses 15,000 Printing, mailing and other expenses 35,000 TOTAL 365,054 6.12 Consents Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Shares under this Prospectus), the Directors, any persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in t he Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it. Each of the parties referred to in this Section: (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and (b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Pr ospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section. HWL Ebsworth Lawyers has given its written consent to being named as the solicitors to the Company in this Prospectus. HWL Ebsworth Lawyers has not withdrawn its consent prior to the lodgment of this Prospectus with ASIC. Computershare Investor Services Pt y Limited has given its written consent to being named as the share registry to the Company in this Prospectus. Computershare Investor Services Pty Limited has not withdrawn its consent prior to the lodgment of this Prospectus with ASIC. Lazarus has given its written consent to being named as the underwriter to the Company in this Prospectus. Lazarus has not withdrawn its consent prior to the lodgment of this Prospectus with ASIC . 42 7. Directors' Statement and Consent This Prospectus is authorised by each of the Directors of the Company. This Prospectus is signed for and on behalf of Company by: Piers Lewis Non - Executive Chairman Aurumin Limited Dated: 14 January 2022 43 8. Unaudited Pro Forma Statement of Financial Position Aurumin 30-Jun-21 $ Expenditure Placement SOPL acquisition Stamp duty Entitlement Offer Convertible note CURRENT ASSETS Cash and cash equivalents 3,761,737 2,262,828 - 2,500,000 6,000,000 - 612,000 - 4,664,301 5,000,000 7,051,210 Trade and other receivables 288,662 288,662 TOTAL CURRENT ASSETS 4,050,399 2,262,828 - 2,500,000 6,000,000 - 612,000 - 4,664,301 5,000,000 7,339,872 NON-CURRENT ASSETS Other assets 187,543 187,543 Plant and equipment 63,720 1,900,000 1,963,720 Right of use assets 81,589 81,589 Capitalised Exploration Expenditure 1,492,933 11,484,900 12,977,833 TOTAL NON-CURRENT ASSSETS 1,825,785 - - 13,384,900 - - - 15,210,685 TOTAL ASSETS 5,876,184 2,262,828 - 2,500,000 7,384,900 612,000 - 4,664,301 5,000,000 22,550,557 CURRENT LIABILITIES Trade and other payables 315,818 315,818 Provisions 59,081 1,384,900 1,443,981 Borrowings - 4,521,327 4,521,327 Lease liability 85,162 85,162 TOTAL CURRENT LIABILITIES 460,061 - - 1,384,900 - - 4,521,327 6,366,288 TOTAL LIABILITIES 460,061 - - 1,384,900 - - 4,521,327 6,366,288 NET ASSETS/(DEFICIENCY) 5,416,123 2,262,828 - 2,500,000 6,000,000 612,000 - 4,664,301 478,673 16,184,269 EQUITY Issued capital 14,650,009 2,308,603 6,000,000 4,425,055 27,383,667 Reserves 1,308,199 191,397 239,246 2,849,137 4,587,979 Accumulated losses 10,542,085 - 10,542,085 - P&L 2,262,828 - 612,000 - 2,370,464 - 5,245,292 - TOTAL EQUITY 5,416,123 2,262,828 - 2,500,000 6,000,000 612,000 - 4,664,301 478,673 16,184,269 Pro-forma Max Pro-forma Subsequent events 44 Notes : The unaudited pro forma statement of financial position has been prepared on the basis of the following assumptions: (a) The Pro Forma Historical Financial Information has been prepared by adjusting the statement of financial position of the Grou p as at 30 Ju ne 2021 to reflect the financial effects of the following subsequent events which have occurred since 30 June 2021: (i) incurred expenditure post year end of $2,262,828 ; (ii) the issue of 12,500,000 ordinary shares at $0.20 per share to raise $2,500,000 before costs ) pursuant to a placement with sophisticated and professional investors qualifying under s708 of the Corporations Act 2001 (Cth) ; and (iii) capital raising fee of 6% of the proceeds of the Placement . (b) The following pro forma transactions which are yet to occ ur, but are proposed to occur following the completion of the Entitlement Offer: (i) the issue of 2,000,000 options to acquire Shares having an exercise price of $0.30 per option and exercisable within 36 months of the date of issue ; (ii) payment of the considerati on under Sandstone SPA comprising of 30,000,000 Shares at a deemed issue price of $0.20 per Share and $6,000,000 in cash; (iii) stamp duty payments associated with the acquisition of Sandstone Operations Pty Ltd of $612,000; (iv) the issue of convertible notes pursua nt to which the Noteholder will pay the Company an aggregate subscription price of $5 million (before costs) in order to acquire convertible notes, which are convertible into Shares on the below material terms : (1) The Convertible Note will have a face value o f $6,413,479 on the date of issue and may be converted into Shares at a conversion price of $0.30 per Share . (2) The Noteholder will also, subject to the receipt of prior shareholder approval, receive 10 million attaching options which ma y be converted to Shar es at an exercise price of $0.30 per option within 36 months of the date of issue . (c) T he issue of up to 24,810,106 Shares to raise up to $4,962,022 before costs pursuant to the Entitlement Offer of $297,721 related to Underwriting and Lead Manager fees. 45 9. Glossary of Terms These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus. $ means Australian dollars. Acceptance means a valid acceptance of Shares made pursuant to this Prospectus on an Entitlement Form . Acquisition means the sale and purchase the subject of the Sandstone SPA. Applicant means a person who applies for Shares pursuant to the Offers . Application Fo rm means the application form for New Investors in respect of the Remaining Shortfall Offer. Application Monies means application monies for Shares received by the Company (which must be paid via BPAY® ) . ASIC means the Australian Securities and Investments Commission. Aurumin Capital Raising means the Company's capital raising as first announced to ASX on 16 December 2021 to raise an aggregate amount of up to $12.5 million (before costs), comprising the Placement, the Convertible Note Agreement and the Entitlement Offer (refer announcement dated 16 December 2021) . Aurumin Shareholder Approval has the meaning given in Section 1.1 . ASX means ASX Limited ( ACN 008 624 691 ) and where the context permits the Australian Shares Exchange operated by ASX Limited. A WST means Australian Western Standard Time , being the time in Perth, Western Australia. Board means the Directors meeting as a board. Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day. CHESS means ASX Clearing House Electronic Subregistry System. Closing Date has the meaning given to it in the Proposed Timetable . Company or Aurumin means Aurum in Limited (ACN 639 427 099 ) (ASX:AUN) . Completion means completion of the Acquisition. Completion Payment means the payment of $6 million payable by the Company on Completion. 46 Consideration Shares means 30,000,000 Shares to be issued to Middle Island on Completion. Constitution means the constitution of the Company as at the date of this Prospectus. Convertible Note Agreement means the convertible note agreement between the Company and the Not eholder dated 15 December 2021. Convertible Notes means the 21,378,263 convertible notes to be issued to the Noteholder (subject to Aurumin shareholder approval as contemplated in the Notice of Meeting) pursuant to the Convertible Note Agreement. Corporations Act means Corporations Act 2001 (Cth). Directors mean the directors of the Company as at the date of this Prospectus. Eligible Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is in Australia , New Zealand , Hong Kong, Malaysia and Singap ore . Entitlement means the number of Shares for which an Eligible Shareholder is entitled to su bscribe under the Entitlement Offer , being 1 new Share for every 4 Shares held on the Record Date. Entitlement Form means the entitlement f orm for Eligible Shareholders in respect of the Entitlement Offer and Top Up O ffer . Entitlement Offer means the offer under this Prospectus to Eligible Shareholders of up to approximately 24,810,106 Shares in the proportio n of 1 new Share for every 4 Shares held on the Record Date to raise up to approximately $4,962,022 (before costs) . Ineligible Foreign Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is not in Australia or New Zealand. Issue Date ha s the meaning given in has the meaning given to it in Section 2.10 . Issuer Sponsored means Shares issued by an issuer that are held in uncertified form without the holder entering into a sponsorship agreement with a broker or without the holder being admitte d as an institutional participant in CHESS. JORC Code means the 2012 Edition of the Joint Ore Reserves Committee Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Listing Rules means the listing rules of ASX. Middle Island means Middle Island Resources Limited (ACN 142 361 608) (ASX:MDI). 47 New Investors means such other select investors having a registered ad dress located in Australia who are invited to apply by the Underwriter or the Company to apply for Remaining Shortfall Shares . Noteholder means Collins St Asset Management Pty Ltd (ACN 601 897 974) (as trustee for the Collins St Value Fund (ABN 16 601 897 974). Notice of Meeting means the Company's notice of extraordinary meeting dated 7 January 2022 . Offers means the Entitlement Offer , the Top Up Offer and/ or the Remaining Shortfall Offer , as applicable. Option means an option to acquire a Share. Placement means a placement of 12,500,000 Shares to sophisticated and professional investors at an issue price of $0.20 each to raise a minimum of $8 million (before costs) and a maximum of $12.5 million (before costs). Placement Securities means 12,500,000 Shares issued pursuant to the Placement. Prospectus means this prospectus dated 14 January 2022 . Record Date means 5:00pm ( A WST) on the d ate identified in the proposed t imetable. Remaining Shortfall Offer means the offer under this Prospectus to New Investors to apply for Remaining Shortfall Shares, further details in respect of which are set out in Section 2.4 . Remaining Shortfall Shares means those of the Shares propose d to be issued pursuant to the Remaining Shortfall Offer , being comprised of those Shares proposed to be issued pursuant to the Entitlement Offer and Top Up Offer, less the Underwritten Shares, for which valid applications have not been received by 5:00pm (AWST) on the Closing Date. Sandstone Gold Project means the mining leases M57/128 and M57/129, exploration licence 57/1102 and prospecting licences P57/1384, P57/1395 and P57/1442 (and related mining information), processing infrastructure and freehold t enure in the town of Sandstone, WA . Sandstone SPA means the Share Purchase Agreement between the Company, Middle Island and SOPL dated 7 December 2021, pursuant to which the Company agreed to acquire SOPL (which in turn owns the Sandstone Gold Project) fr om Middle Island. Section means a section of this Prospectus. Securities means Shares and/or Options . Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of Shares. 48 Shortfall Shares means the number of Underwritten Shares for which valid applications have not been received by 5:00pm (AWST) on the Closing Date. SOPL means Sandstone Operations Pty Ltd (ACN 611 811 280). Tenements means the tenements owned by the Company from time to time including, subje ct to Completion occurring, the tenements which collectively form part of the Sandstone Gold Project. Timetable means the proposed timetable for the Offer s set out on page iii of this Prospectus. Top Up Offer means the 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 under this Prospectus. Underwritten Shares means up to 10,000,000 Shares made available to Eligible Shareholders pursuant to the Entitlement Offer and Top Up Offer . Underwriter means Lazarus Corporate Finance Pty Ltd (ACN 149 263 543 ) . Underwriting Agreement has the meaning given in Section 6.2 .

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