Kinetiko Energy : Renounceable Issue Prospectus

KINETIKO ENERGY LTD

(ACN 141 647 529)

Prospectus

ENTITLEMENT OFFER

For a renounceable pro-rata entitlement offer of New Shares on the basis of 1 New Share for every 15 Shares held on the Record Date, at an issue price of $0.075 each to raise approximately $3.13 million before costs, with a minimum subscription of $1,500,000 ("Entitlement Offer").

The Entitlement Offer opens on 5 May 2022 and closes at 5:00pm (AWST) on 20 May 2022. Valid acceptances must be received by the Closing Date.

CLEANSING

In addition to the Entitlement Offer, this Prospectus has been prepared for the purposes of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

THE ENTITLEMENT OFFER CLOSES AT 5:00PM (AWST) ON 20 MAY 2022.

VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME.

Please read the instructions in this Prospectus and on the accompanying Acceptance Form regarding the acceptance of your Entitlement.

TABLE OF CONTENTS

1	DETAILS OF THE OFFER	8
2	HOW TO APPLY	13
3	PURPOSE AND EFFECT OF THE ENTITLEMENT OFFER	18
4	RISK FACTORS	23
5	MATERIAL CONTRACTS	31
6	ADDITIONAL INFORMATION	33
DIRECTORS' AUTHORISATION
7	42
8	DEFINITIONS	43
2

IMPORTANT INFORMATION 3

CORPORATE DIRECTORY 5

TIMETABLE 6

LETTER FROM THE EXECUTIVE CHAIRMAN 7

IMPORTANT INFORMATION

GENERAL

This Prospectus is issued by Kinetiko Energy Ltd (ACN 141 647 529) ("Company").

The Prospectus is dated 27 April 2022 and a copy of this Prospectus was lodged with ASIC on that date. Neither ASIC or ASX 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) and has been prepared in accordance with section 713 of the Corporations Act.

Within seven (7) days of the date of this Prospectus, the Company will make an application to ASX for the New Shares offered pursuant to this Prospectus to be admitted for quotation on ASX. No securities will be issued pursuant to this Prospectus later than thirteen (13) months after the date of this Prospectus.

ELECTRONIC PROSPECTUS

In addition to issuing the Prospectus in printed form, a read-only version of the Prospectus is also available on the Company's website atwww.kinetiko.com.au.Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Acceptance Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus.

APPLICATIONS FOR NEW SHARES

Please read the instructions in Section 2 and on the accompanying Acceptance Forms regarding acceptance of the Entitlement Offer.

By returning a completed Acceptance Form, making a payment for New Shares by BPAY®, or otherwise applying for New Shares in accordancewith the instructions on the Acceptance Form, the applicant acknowledges that it has received and read this Prospectus, has acted in accordance with the terms of the Entitlement Offer, agrees to all of the terms and conditions set out in this Prospectus and makes the statements set out in the Acceptance Form.

RISK FACTORS

Before deciding to invest in the Company, Eligible Shareholders should read the entire Prospectus. In considering the prospects for the Company, Eligible Shareholders should consider the assumptions underlying the prospective financial information and the risk factors set out in Section 4 that could affect the performance of the Company. Eligible Shareholders should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial adviser before deciding to invest.

PUBLICLY AVAILABLE INFORMATION

Information about the Company is publicly available and can be obtained from ASIC and ASX (including ASX's website atwww.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 Entitlement 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. Eligible Shareholders should therefore have regard to the other publicly available information in relation to the Company before making a decision on whether or not to invest in the Company.

OFFER RESTRICTIONS

The Entitlement Offer of New Shares made pursuant to this Prospectus are not made to persons to which, or in places in which, it would not be lawful to make such an offer of New Shares. No action has been taken to register the Entitlement Offer under this Prospectus or otherwise permit the Entitlement Offer to be made in any jurisdiction outside Australia. The distribution of

this Prospectus in jurisdictions outside Australia may be restricted by law in those jurisdictions and therefore 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.

REPRESENTATIONS

No person is authorised to give any information or to make any representation in relation to the Entitlement Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by the Company or the Directors in relation to the Entitlement Offer.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements which incorporate an element of uncertainty or risk, such as 'intents', 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These statements are based on an evaluation of current economic and operating conditions, as well as assumptions regarding future events. These events, as at the date of this Prospectus, areexpected to take place, but there is no guarantee that such will occur as anticipated or at all given that many of the events are outside the Company's control.

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, 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.

INTERPRETATION

A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in Section 8.

All references in this Prospectus to $, AUD or dollars are references to Australian currency, unless otherwise stated.

All references to time in this Prospectus relate to the time in Perth, Western Australia.

CORPORATE DIRECTORY

DIRECTORS

Adam Sierakowski Executive Chairman

Thomas Fontaine Non-Executive Director

Agapitos Marcus Geoffrey Michael Non-Executive Director

COMPANY SECRETARY

Simon Whybrow

REGISTERED OFFICE

283 Rokeby Road SUBIACO WA 6008

Telephone: Facsimile:

([phone] ([phone]

SHARE REGISTRY *

Automic Registry Services Pty Ltd Level 5, 191 St Georges Terrace PERTH WA 6000

Telephone: [phone] Facsimile: ([phone]

LEGAL ADVISER

Palisade Corporate Law

Level 24, 44 St Georges Terrace PERTH WA 6000

Telephone:[phone]

Facsimile: ([phone]

AUDITOR*

BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008

LEAD MANAGER

Mahe Capital Pty Ltd

Level 8, 99 St Georges Terrace PERTH WA 6000

WEBSITEwww.kinetiko.com.au

ASX CODE

KKO

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