Great Southern Mining : Rights Issue Prospectus

For personal use only

PROSPECTUS

Great Southern Mining Limited

ACN 148 168 825

A non-renounceable pro rata Offer to Eligible Shareholders of approximately 59,151,898 New Shares at an issue price of $0.035 per New Share on the basis of 1 New Share for every 9 Existing Shares held to raise up to approximately $2.07 million before issue costs (Offer).

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act

2001 (Cth). If you are an Eligible Shareholder, this is an important document that requires your immediate

attention. It should be read in its entirety with the Entitlement and Acceptance Form. If after reading this Prospectus you have any questions about the New Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. An investment in the New Shares offered under this Prospectus is highly speculative.

This document is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or to any person acting for the account or benefit of any person in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Entitlements and New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States, and may not be taken up or exercised by, or offered or sold to, as applicable, directly or indirectly, persons in the United States or acting for the account or benefit of persons in the United States except in transactions exempt from, or not subject to, the registration requirements under the US Securities Act and the securities laws of any state or other jurisdiction of the United States.

Not for release to US wire services or distribution, in whole or in part, in the United States

For personal use only

Important Notices

This Prospectus is dated 6 July 2022 and was lodged with ASIC on that 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.

This Prospectus is a transaction specific prospectus for an offer of 'continuously quoted securities' (as defined in the Corporations Act). It 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 or 'full form' prospectus. In preparing this Prospectus, regard has been had to the fact that the Company is a 'disclosing entity' for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers.

No New Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Prospectus availability

Eligible Shareholders can obtain a copy of this Prospectus during the Offer Period on the Company's website at www.gsml.com.au or by contacting the Company. The electronic version of this Prospectus is provided for information purposes only. A paper copy of the Prospectus may be obtained free of charge on request during the relevant Offer Period by contacting the Company. Other than as otherwise stated in this Prospectus, no document or information on the Company's website forms part of this Prospectus. If you access an electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus, or it accompanies the complete and unaltered version of this Prospectus.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Foreign jurisdictions

This Prospectus is not, and is not intended to constitute, an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue.

By applying for New Shares, including by submitting an Entitlement and Acceptance Form or making a payment using BPAY® an Applicant represents and warrants that there has been no breach of such laws.

The distribution of this Prospectus and accompanying Entitlement and Acceptance Forms (including electronic copies) outside Australia, New Zealand, the United Kingdom and Hong Kong may be restricted by law and

persons who come into possession of these documents should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liability to such persons. Please refer to Section 8.8 for further information.

Risk factors

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

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including the ASX website at www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offer. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in the Company or subscribe for New Shares.

The Company has not authorised any person to give any information or make any representation in connection with an Offer which is not contained in this Prospectus. Any such extraneous information or representation may not be relied upon as having been authorised by the Company in connection with this Prospectus.

Statements of past performance

Past performance and pro forma financial information included in this Prospectus is given for illustrative purposes only and should not be relied upon as (and is not) an indication of the Company's views on its future financial performance or condition. Investors should note that past performance, including past Share price performance, of the Company cannot be relied upon as an indicator of (and provides no guidance as to) the Company's future performance including future Share price performance. The historical information included in this Prospectus is, or is based on, information that has previously been released to the market.

Investors should also be aware that certain financial data included in this Prospectus may be 'non-IFRS financial information' under Regulatory Guide 230 Disclosing non- IFRS financial information published by ASIC. The Company believes this non-IFRS financial information provides useful information to users in measuring the financial performance and condition of the Company. The non-IFRS financial information does not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be

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comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information and ratios (if any) included in this

onlyProspectus.

Forward-looking statements

This Prospectus may contain forward-looking statements based on current expectations about future acts, events and circumstances, such as 'intends', 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These forward-looking statements are subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking

usestatements.

Accordingly, the Company cannot and does 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. Further, except during an offer period and otherwise as required by law, the Company may not update or revise any forward- looking statement if events subsequently occur or information subsequently becomes available that affects

the original forward-looking statement. personalApplications

Applications for New Shares offered by this Prospectus can only be made on an original Application Form accompanying this Prospectus. Please read the instructions in this Prospectus and on the accompanying Application Form regarding the acceptance of an Offer.

By returning an Application Form, lodging an Application Form with a stockbroker or otherwise arranging for payment of New Shares in accordance with the instructions on the Application Form, an Applicant acknowledges that they have received and read this Prospectus, acted in accordance with the terms of the Offer to which the Application Form relates and agree to all of the terms and conditions as detailed in this Prospectus.

Applications for the Shortfall Offer by persons other than Eligible Shareholders can only be submitted by invitation from the Company.

Only Shareholders registered as at the Record Date may participate in the Offer.

ForNo Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets your objectives, financial situation and needs.

No cooling-off period

No cooling off rights apply to Applications submitted under the 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.

Except as required by law, and only to the extent so required, neither the Company nor any other person warrants or guarantees the future performance of the Company, or any return on any investment made pursuant to this Prospectus.

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

Before making a decision about investing in the Offer, you should seek advice from your stockbroker, accountant, financial adviser, taxation adviser or other independent professional adviser to determine whether it meets your objectives, financial situation and needs.

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker, or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer, please call the Company Secretary.

If you have misplaced your Entitlement and Acceptance Form and would like a replacement form, please call the applicable number below.

If you have any questions, please call the Company Secretary on + 61 8 9240 4111 at any time between 8.00am and 5.00pm (Perth time) Monday to Friday until the Closing Date. Alternatively, consult your broker, accountant or other professional adviser.

Website

To view annual reports, shareholder and other information about the Company, announcements, background information on the Company's operations and historical information, visit the Company's website at www.gsml.com.au.

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CONTENTS

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TIMETABLE TO THE OFFER ..................................................................................................	1
KEY OFFER TERMS ................................................................................................................	1
CHAIRMANS LETTER .............................................................................................................	2
INVESTMENT OVERVIEW AND KEY RISKS ..........................................................................	3
PURPOSE AND EFFECT OF THE OFFER............................................................................	13
RISK FACTORS .....................................................................................................................	17
ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS ......................................................	26
DETAILS OF THE OFFER......................................................................................................	30
RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES ...............................................	36
ADDITIONAL INFORMATION................................................................................................	38
DIRECTORS' STATEMENT ...................................................................................................	44
GLOSSARY ............................................................................................................................	45
PRO FORMA STATEMENT OF FINANCIAL POSITION .......................................................	47

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TIMETABLE TO THE OFFER

Event	Target Date
Announcement of the Offer	6	July 2022
Lodgement of the Prospectus	6	July 2022
Lodgement of Appendix 3B	6	July 2022
Ex-date (Shares trade ex-entitlement)	8	July 2022
Record date to determine Entitlement (Record Date)	11	July 2022
Prospectus with Entitlement and Acceptance Form dispatched Offer	14	July 2022
and Shortfall Offer opens for receipt of Applications
Last date to extend the Offer	20	July 2022
Closing date for acceptances under the Offer	25	July 2022
Shares quoted on a deferred settlement basis	26	July 2022
Announcement of the results of the Offer	1 August 2022
Issue of New Shares under the Offer	1 August 2022
Dispatch of holding statements	1 August 2022
Normal trading of New Shares expected to commence	2 August 2022
Last date to issue Shortfall Shares	25 October 2022

Notes:

1. Dates and times in this Prospectus are indicative only and subject to change. All times and dates refer to WST time. The Company reserves the right, subject to the Corporations Act, Listing Rules and other applicable laws, to vary the dates of the Offer without prior notice, including extending the Offer or accepting late applications, either generally or in particular cases, or to withdraw the Offer without prior notice. Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms as soon as possible. The commencement of quotation of New Shares is subject to confirmation from ASX.
2. To participate in the Offer you must be registered as a Shareholder as at 5.00pm (WST) on the Record Date.

KEY OFFER TERMS

	Full Subscription
Shares currently on issue1	532,367,086
New Shares offered under this Prospectus, on a 1 for 9 basis	59,151,898
(approximate)
Issue price per New Share	$0.035
Amount raised under this Prospectus (before costs)	$2,070,316

Notes:

1. This assumes that no further Shares are issued prior to the Record Date.
2. The Company also has on issue approximately 195 million Listed Options and 16 million Unlisted Options. Please see Section 5.4 for further information.

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