A Cap Energy : PROSPECTUS FOR RENOUNCEABLE RIGHTS ISSUE

For personal use only

Prospectus

A-Cap Energy Limited

ACN 104 028 542

For a renounceable pro rata offer to Eligible Shareholders of approximately 82 million New Shares at an issue price of $0.13 per New Share on the basis of one New Share for every 14 Existing Shares held by an Eligible Shareholder, with 1 Attaching Options for every two New Shares issued, with an exercise price of $0.20 and expiring two years from issue. The offer will raise up to approximately $10.7 million before issue costs. Eligible Shareholders may, in addition to their Entitlement, apply for Shortfall Shares.

ASX Code: ACB

The Offer is partially underwritten by Mahe Capital Pty Limited for $5 million.

This Prospectus provides important information about the Company. You should read the entire Prospectus including your personalised Entitlement and Acceptance Form. If you have any questions about the New Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the New Shares offered under this Prospectus is highly speculative.

This Prospectus is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This Prospectus is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

Important Notice

	This Prospectus is dated 14 February 2022 and was
	lodged with ASIC on that date. Application will be
only	made to ASX for quotation of the securities offered
under this Prospectus within 7 days of this date.
Neither ASIC, ASX nor any of their respective
	officers take any responsibility for the contents of
	this Prospectus or the merits of the investment to
	which this Prospectus relates. No securities will be
	allotted or issued on the basis of this Prospectus
	later than 3 months after the date of this
	Prospectus.
	Nature of this Prospectus
use	The New Securities which will be issued pursuant to
this Prospectus are in the same class of Shares that
	have been quoted on the official list of the ASX
	during the 12 months prior to the issue of this
	Prospectus.
	This Prospectus is a 'transaction specific
	prospectus' to which the special content rules
	under section 713 of the Corporations Act apply.
personal	That provision allows the issue of a more concise
prospectus in relation to an offer of securities in a
class which has been continuously quoted by ASX in
	the 3 months prior to the date of the prospectus. In
	general terms 'transaction specific prospectuses'
	are only required to contain information in relation
	to the effect of the issue of New Shares on the
	Company and the rights attaching to the New
	Shares. It is not necessary to include general
	information in relation to all of the assets and
	liabilities, financial position, profits and losses or
	prospects of the issuing company.
	This Prospectus contains information only to the
	extent to which it is reasonable for investors and
	their professional advisers to expect to find the
	information in it. It does not include all of the
	information that would be included in a prospectus
	for an initial public offer.
	Prospectus availability
	Eligible Shareholders can obtain a copy of this
For	Prospectus during the Offer period on the
Company's website at https://acap.com.au/ or by
contacting the Company.	If you access an

electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus.

The electronic copy of this Prospectus available from the Company's website will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders will only be able to accept the Offer by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus or by making payment using BPAY® (refer to section 7.8 of this Prospectus for further information).

00179843-016

Foreign jurisdictions

The distribution of this Prospectus in jurisdictions outside Australia, New Zealand or Singapore may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are residents in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer.

Disclaimer of representations

No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus.

Forward looking statements

This Prospectus contains forward looking statements that, despite being based on the Company's current expectations about future events, are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors. These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forward- looking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in section 6 of this Prospectus. Forward-looking statements include those containing such words as 'anticipate', 'estimate', 'believe', 'should', 'will', 'may' and similar expressions.

Privacy

Please read the privacy information located in section 8.16 of this Prospectus. By submitting an Entitlement and Acceptance Form, you consent to the matters outlined in that section.

Definitions

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

Enquiries

If you have any questions please contact the Company Secretary on [e-mail] or [phone]. Alternatively, consult your broker, accountant or other professional adviser.

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For personal use only

Table of Contents

1	TIMETABLE TO THE OFFER ...............................................................................	4
2	KEY OFFER TERMS AND CAPITAL STRUCTURE .........................................................	4
3	CHAIRMAN'S LETTER......................................................................................	5
4	INVESTMENT OVERVIEW AND KEY RISKS................................................................	6
5	PURPOSE AND EFFECT OF THE OFFER................................................................	10
6	RISK FACTORS...........................................................................................	14
7	ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS...................................................	21
8	DETAILS OF THE OFFER.................................................................................	25
9	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES...............................................	32
10	ADDITIONAL INFORMATION............................................................................	36
11	DIRECTORS' RESPONSIBILITY AND CONSENT.........................................................	42
12	GLOSSARY................................................................................................	43
13	PRO FORMA STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021...................	46

Corporate Directory

Directors		Company Secretary
Jiandong He	Chairman	Malcolm Smartt
Paul Ingram	Deputy Chairman
Michael Myhan Liu	Non-Executive Director	Websitehttps://acap.com.au/
Jijing Niu	Non- Executive Director
Mark Syropoulo	Non- Executive Director
Zhenwei Li	Non- Executive Director
Registered Office		Share Registry*
Level 38/123 Eagle Street	Advance Share Registry Services Limited
Brisbane	Qld 4000		Tel:	[phone]
Tel:	[phone]	Fax:	[phone]
Email:	[e-mail]
Auditor*			Solicitor to the Offer
William Buck		Atkinson Corporate Lawyers

*This party is named for informational purposes only and was not involved in the preparation of this Prospectus.

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1	TIMETABLE TO THE OFFER
Ex date - Shares trade ex Entitlement (Ex Date)	16	February 2022
Record date to determine Entitlement (Record Date)	17	February 2022
Prospectus with Entitlement and Acceptance Form is despatched.	No	later than 22
Offer opens for receipt of applications	February 2022
Rights Trading ends	1	March 2022
Closing date for acceptances	8	March 2022
Notify ASX of results of offer	11	March 2022
Issue of New Shares	15	March 2022
Normal trading of New Shares expected to commence	16	March 2022
Last date to issue shortfall shares (see section 8.6 of Prospectus)	8	June 2022

Note: The timetable is indicative and may change, subject to the Corporations Act and Listing Rules.

2	KEY OFFER TERMS AND CAPITAL STRUCTURE
		Underwritten	Full Subscription
		Amount
Shares currently on issue1	1,149,106,080	1,149,106,080
New Shares offered under this Prospectus2, 3	38,461,538	82,079,006
Total Shares on issue following the Offer	1,187,567,618	1,231,185,086
Options offered under this Prospectus3	19,230,769	41,039,503
Amount raised under this Prospectus (before costs)1	$5,000,000	$10,670,271

1. This assumes no further Shares are issued prior to the Record Date.
2. The Company reserves the right to issue further securities in conjunction with the Offer using its existing 15% capacity under Listing Rule 7.1.
3. The Underwriter will also be issued 5 million Attaching Options and have the right to have certain fees payable to it for acting as Underwriter to the Offer satisfied through the issue of Shares. See section 8.4 for details.

Prospectus - A-Cap Energy Limited

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For personal use only

3 CHAIRMAN'S LETTER

Dear Shareholders

On behalf of A-Cap Energy Limited (Company), I am pleased to invite you to participate in a renounceable pro rata offer available to Eligible Shareholders on the basis of one new Share for every fourteen Shares held at an issue price of $0.13 per New Share, with 1 Attaching Option for every two New Share issued, to raise approximately $10.7 million (Offer). Funds raised under the Offer will be used to advance both Botswana uranium and Wiluna nickel cobalt projects and meet the costs of the Offer.

The Offer represents a discount of 16.66% to the 30 day volume weighted average price of $0.156 prior to the Offer being announced to the ASX on 14 February 2022. Mahe Capital Pty Limited has agreed to partially underwrite the Offer for $5 million.

Shareholders have the opportunity to apply for additional Shares, in excess of their Entitlement.

The risks associated with the Offer are detailed in section 6 and include risks ordinarily associated with a junior exploration company, including exploration risks, funding risks and share market and commodity risks.

On behalf of your Directors, I invite you to consider this investment opportunity as the Company embarks on its growth strategy.

Yours sincerely

Mr Jiandong He

Chairman