BCI Minerals : Share Purchase Plan Booklet

For personal use only

BCI Minerals Limited

Share Purchase Plan Booklet

26 November 2021

Eligible Shareholders have the opportunity to participate in the Share Purchase Plan by applying for up to $30,000 worth of new ordinary shares in the Company (New Shares) (SPP Offer). Details of the SPP Offer and how to participate are set out in this Booklet.

This Booklet is intended for use only in connection with the Share Purchase Plan to Eligible Shareholders in Australia or New Zealand. No action has been taken to permit an offering of New Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this document may be restricted by law and persons (including custodians and nominees) who come into possession of this document should observe any such restrictions.

This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares will not be offered or sold, in any country outside Australia except to the extent set out in this document.

For personal use only

KEY DATES

Event	Date
Record Date (the time that eligibility to	5:00pm on 17 November 2021
participate in the SPP is determined)
Opening Date	9:00am on 26 November 2021
Closing Date	5:00pm on 17 December 2021
Shortfall applications from the Underwriter/	23 December 2021
sub-underwriter (up to $20 million)
Announcement of results of SPP	24 December 2021
Issue of New Shares	24 December 2021
Commencement of trading of New Shares on	29 December 2021
ASX
Despatch of holding statements for New Shares	29 December 2021

This timetable (and each reference in this Booklet to a date specified in the timetable) is indicative only and the Company may, at its discretion, vary any of the above dates (other than the Record Date) by lodging a revised timetable with the Australian Securities Exchange (ASX). The commencement of trading and quotation of New Shares is subject to ASX confirmation.

All times referred to in this Booklet are to Western Standard Time (WST).

IMPORTANT NOTICE

This Booklet contains important information. You should read it carefully and in its entirety.

This Booklet is not a prospectus under Chapter 6D of the Corporations Act 2001 (Cth) (the Corporations Act). The offer of New Shares under the SPP is made in accordance with Australian Securities and Investments Commission (ASIC) Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (Instrument 2019/547), which grants relief from the requirement to issue a disclosure document for the SPP.

If you have any questions in relation to how to participate in the SPP after reading this Booklet, please contact the Company from 8:30am to 5:00pm (WST) Monday to Friday on [phone].

This Booklet does not constitute or provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs. If you are in any doubt about whether to participate in the SPP, you should seek advice from your financial, taxation or other professional adviser before participating.

Foreign offer restrictions

This document may not be released or distributed outside Australia or New Zealand.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the

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For personal use only

New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

The New Shares will only be offered and sold in the United States to:

• "institutional accredited investors" within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9) and (12) under the US Securities Act; and
• dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not US persons and for which they exercise investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act.

Information for New Zealand investors

The New Shares under the Plan 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 SPP Offer of New Shares under the Plan is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

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For personal use only

LETTER FROM THE CHAIRMAN

26 November 2021

Dear Shareholder

BCI Minerals Limited Share Purchase Plan

On behalf of the board of BCI Minerals Limited (ABN 21 120 646 924) (Company), I am pleased to offer you the opportunity to participate in the Share Purchase Plan (SPP). The SPP provides each Eligible Shareholder with an opportunity to apply for up to $30,000 worth of fully paid ordinary shares in the Company (Shares) without incurring brokerage or transaction costs. Pursuant to the SPP, the Company will raise $20 million through the issue of new Shares (New Shares), with the ability to accept oversubscriptions.

On 18 November 2021, the Company was pleased to announce the equity component of its $1.2 billion Mardie Salt & Potash Project (Project) funding solution. Funds raised are being used for construction and ramp up activities at the Project.

The $360 million equity component comprises an institutional placement of $240 million (Placement), the issue of two series of convertible notes with a total maximum face value of $100 million to AustralianSuper Pty Ltd as trustee for AustralianSuper (AustralianSuper) and this SPP to raise $20 million, with the ability to accept oversubscriptions. The SPP is underwritten by Canaccord Genuity (Australia) Limited (ABN 19 075 071 466) (Underwriter) to $20 million and sub-underwritten by AustralianSuper and represents your opportunity to participate in the equity raising at the Placement price of $0.43.

The Placement (and its underwriting), issue of convertible notes and underwriting and sub- underwriting of the SPP are each subject to shareholder approval to be sought at the Company's upcoming extraordinary general meeting to be held on or about 20 December 2021.

Participation in the SPP is optional. To be eligible to participate in the SPP, you must have been a registered holder of Shares at the Record Date (5:00pm (WST) on 17 November 2021) and shown on the Register to have an address in Australia or New Zealand (Eligible Shareholder).

The Directors of the Company, as Eligible Shareholders, may participate in the SPP (without having to obtain shareholder approval), on the same terms as all other Eligible Shareholders in the Company. Each of the Managing Director Mr Alwyn Vorster, non-executive directors Ms Jenny Bloom and Mr Richard Court AC, and myself as Chairman of the Company intend to participate in the SPP.

The fastest and easiest way to apply and pay is by BPAY®1. Alternatively, you can complete and return the enclosed personalised application form with your application. Please ensure that the Company's share registry (Computershare Investor Services Pty Limited (Registry)) receives your application and application payment by the Closing Date (expected to be 5.00pm (WST) on 17 December 2021).

I encourage you to read this Booklet carefully and in full, and to seek your own financial and taxation advice in relation to the SPP Offer, before making a decision on whether to participate. If you have any additional questions you can call the Company on [phone].

• Registered to BPAY Pty Ltd ABN 69 079 137 518.

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On behalf of the Board of the Company, I invite you to consider participation in the SPP and thank you for your continued support of the Company.

Yours sincerely

Mr Brian O'Donnell

Chairman, BCI Minerals Limited

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