Disclosure Document

For personal use only

Australian Bauxite Limited t/a ABX Group

ACN 139 494 885

OPTIONS PROSPECTUS

November 2021

Entitlement Offer

For a non-renounceable offer of one (1) SPP Option (exercisable at $0.20 on or before 31 May 2023) for every one (1) Share subscribed for and issued to Eligible Shareholders who participated under the Company's recent Share Purchase Plan (Entitlement Offer).

This Entitlement Offer is made only to and is only being sent to Eligible Shareholders who participated in the SPP.

The issue of the SPP Options is subject to Shareholder approval at a forthcoming General Meeting of shareholders.

Cleansing Offer

This Prospectus also includes a cleansing offer for Placement Options (Cleansing Offer) to remove any trading restrictions on the sale of Placement Options issued prior to the Closing Date.

The Offers close at 5.00pm Sydney Time on 8 December 2021 (which date may change without notice).

This Prospectus is not to be distributed outside Australia and New Zealand.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

If you do not understand its contents, you should consult your stockbroker, accountant or other professional adviser without delay.

The SPP Options offered under this Prospectus and shares issued upon exercise of SPP Options are considered speculative.

ABx Group Options Prospectus

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CORPORATE DIRECTORY

Issuer

Australian Bauxite Limited t/a ABX Group ACN 139 494 885

Level 5

52 Phillip Street

Sydney NSW 2000

1. [phone]

1. [phone]

1. [e-mail]

1. www.abxgroup.com.au

ASX Code

ABX

Share Registry*

The Registrar

Computershare Investor Services Pty

Limited

Yarra Falls,

452 Johnston Street

Abbotsford VIC 3067 (Melbourne)

p: [phone] and 1300 850 505

Directors

Paul Lennon AO (Non-Executive Chairman) Ken Boundy (Non-Executive Director

Ian Levy (Managing Director and CEO)

Company Secretary

Henry Kinstlinger

Chief Financial Officer

Francis Choy

Auditors*

K.S. Black & Co

Level 6, 350 Kent Street

Sydney NSW 2000

For personal

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

Any questions concerning the Entitlement Offer should be directed to the ABx Group Secretary on [phone].

IMPORTANT NOTE

This Prospectus is dated 11 November 2021. A copy of the Prospectus was lodged with the Australian Securities & Investments Commission ("ASIC") on the same date. Neither the ASIC nor ASX Limited ("ASX") nor their respective officers take any responsibility as to the contents of the Prospectus.

This Prospectus contains and applies to the offer of SPP Options.

You should read this document carefully before you make a decision to apply for SPP Options. An investment in ABx Group has risks, which you should consider before making a decision to invest. The SPP Options offered under this Prospectus and shares issued upon exercise of SPP Options should be considered speculative.

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			ABx Group Options Prospectus
Key dates for investors
Lodgement of Prospectus		11 November 2021
Prospectus despatched to eligible shareholders		17 November 2021
Opening Date of Entitlement Offer and Cleansing Offer
Last date to receive Entitlement Forms from Eligible Shareholders who		8 December 2021
do not wish to participate in the Entitlement Offer
Closing date of Entitlement Offer and Cleansing Offer*
General Meeting date to approve issue of SPP Options		16 December 2021
Anticipated issue date		23 December 2021

*The above dates should be regarded as indicative only. Subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws, ABx Group reserves the right to change the above dates, to close the Entitlement Offer before the date stated above, to extend the Closing Date and subsequent dates, or not to proceed with the Entitlement Offer.

For personal

Important Information

This is an important document which should be read in its entirety before making any investment decision. You should obtain independent advice if you have any questions about any of the matters contained in this Prospectus.

This Prospectus is dated 11 November 2021 and was lodged with the 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.

Expiry Date

No SPP Options will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

Prospectus Availability

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 5, 52 Phillip Street, Sydney NSW 2000 during normal business hours.

The Prospectus will be made available in electronic form. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (free of charge) from the Company's registered office by contacting the Company.

Entitlement Offer Conditional

The issue of the SPP Options is subject to Shareholder approval at a forthcoming General Meeting of shareholders.

The Company will not apply for Official Quotation by ASX for any of the SPP Options offered under this Prospectus.

Offer Speculative

The SPP Options offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks.

Disclaimer

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

This document is important and should be read in its entirety before deciding to participate in the Entitlement Offers. 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

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ABx Group Options Prospectus

For personal use only

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 potential investors are outlined in Section 3. Definitions of certain terms used in this Prospectus are contained in Section 12. All references to currency are to Australian dollars and all references to time are to Sydney Time unless otherwise indicated.

Geographic Restrictions

No action has been taken to permit the offer of SPP Options under this Prospectus in any jurisdiction other than Australia and New Zealand.

Transaction Specific Prospectus

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

No Exposure Period

The Options Issue is made pursuant to ASIC Corporations (Exposure Period) Instrument 016/74 which exempts the Company from complying with section 727(3) of the Corporations Act to the extent that that section prohibits the Company from issuing Options in the seven calendar day period after the date of lodgement of this Prospectus with ASIC.

On-sale of Shares

This Prospectus has been prepared in respect of the offer of the Options such that the relief provided under ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80 with respect to the on-sale provisions of section 707 of the Corporations Act is available.

Specifically, if the Options are issued with disclosure under this Prospectus, then any Shares issued upon the exercise of the Options can be on-sold within 12 months of their issue (even if the Shares were issued without disclosure or lodgement of a cleansing statement). This is because the Options are issued with disclosure and the exercise of the Option does not involve any further offer.

Risk factors

Potential investors should be aware that subscribing for and holding Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 3 of this Prospectus. These risks together with other general risks applicable to all investments in listed companies not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Securities.

Overseas Investors

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law. 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. Lodgement of a duly completed Entitlement Form will be taken by the Company to constitute a representation that there has been no breach of such laws.

No action has been taken to register or qualify the SPP Options, or the Entitlement Offer, or otherwise to permit an Entitlement Offering of the SPP Options, in any jurisdiction outside Australia and New Zealand.

The Entitlement Offer pursuant to an Electronic Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia and New Zealand.

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ABx Group Options Prospectus

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New Zealand

The Entitlement Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings - Australia) Regulations 2008. The Entitlement Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law.

In the main, the Corporations Act sets out how the Entitlement Offer must be made. There are differences in how securities are regulated under Australian law. The rights, remedies, and compensation arrangements available to New

Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities. Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Entitlement Offer.

If you need to make a complaint about the Entitlement Offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint. Please note that the taxation treatment of Australian securities is not the same as for New Zealand securities.

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