Podium Minerals : Entitlement Offer Prospectus

For personal use only

PROSPECTUS

This Prospectus is primarily being issued by Podium Minerals Limited (ACN 009 200 079) in relation to a non-renounceable pro rata offer to Eligible Shareholders on the basis of 1 New Share for every 15 Shares held on the Record Date at an issue price of $0.22 each to raise approximately $4.63 million (before costs) (Entitlement Offer).

Timing

The Entitlement Offer is currently scheduled to close at 5.00pm WST on Friday, 5 August 2022. Valid Applications must be received before that time.

Important Notice

This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this Prospectus.

The Entitlement Offer is not underwritten.

Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 4 for a summary of the key risks associated with an investment in the New Shares.

*The Company reserves the right, subject to the Corporations Act and Listing Rules to extend or shorten the Closing Date.

Not for release to US wire services or distribution in the United States except to Eligible Shareholders

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Table of Contents

IMPORTANT INFORMATION

CORPORATE DIRECTORY

LETTER FROM THE CHAIRMAN

KEY DATES

INVESTMENT OVERVIEW

1. Details of the Entitlement Offer
2. Action required by Shareholders
3. Effect of the Placement and Entitlement Offer
4. Risk factors
5. Additional Information
6. Authorisation
7. Glossary of Terms

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IMPORTANT INFORMATION

Prospectus

This Prospectus is dated 11 July 2022 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.

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 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 professional advisers to whom investors may consult.

Expiry date

No Shares 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).

Speculative investment

The Shares offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the Shares offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid or that there will be an increase in the value of the Shares in the future.

Prospective investors should carefully consider whether the Shares offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 4 for details relating to the key risks applicable to an investment in the Company's Shares.

Copies of the Prospectus and Application Forms

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 1, 234 Churchill Avenue, Subiaco WA 6008 during normal business hours. The Prospectus will also be made available in electronic form. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.5).

Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus (including an electronic application). The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus. If the application is by BPAY® there is no need to return the original Application Form. The offers contemplated by this Prospectus are only available in electronic form to persons receiving an electronic version of this Prospectus within Australia.

Prospective investors wishing to subscribe for Shares under the offers should complete the relevant Application Form. If you do not provide the information required on the relevant Application Form, the Company may not be able to accept or process your Application.

No action has been taken to permit the offer of Shares under this Prospectus in any jurisdiction other than Australia, or, subject to the provisions outlined in Section 1.13, shareholders with registered addresses in member states of the European Union (excluding Austria), New Zealand, Switzerland and the United Kingdom. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should

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observe any such restrictions, including those set out in Section 1.13 of this Prospectus. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus. In particular, 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 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.

Forward-Looking Statements

This Prospectus contains forward-looking statements which are identified by words such as "believes", "estimates", "expects", "targets", "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the Prospectus Date, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company.

Key risk factors associated with an investment in the Company are detailed in Section 4. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

The Company cannot and does not give assurances that the results, performance or achievements expressed or implied in the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

Currency

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to "$" or "A$" are references to Australian dollars.

Time

All references to time in this Prospectus are references to WST, being the time in Perth, Western Australia, unless otherwise stated.

Glossary

Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 7.

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CORPORATE DIRECTORY

Directors
Clayton Dodd	Executive Chairman
Sam Rodda	Chief Executive Officer and Managing
	Director
Rodney (Rod) Baxter	Non-Executive Director
Catherine (Cathy) Moises	Non-Executive Director
Roberto Castro	Non-Executive Director

Company Secretary and Chief Financial Officer

Hannah Hudson

Registered Office	Share Registry*
Level 1, 234 Churchill Avenue	Computershare Investor Services Pty Limited
Subiaco WA 6008	Level 11, 172 St Georges Terrace
	Perth WA 6000
Phone: [phone]	Telephone (within Australia): 1300 850 505
Website:www.podiumminerals.com	Telephone (outside Australia): [phone]
ASX Code (Shares): POD

Lead Manager	Lawyers
Canaccord Genuity (Australia) Limited	Allens
Level 15, 333 Collins Street	Level 11, Mia Yellagonga Tower 2
Melbourne, VIC 3000	5 Spring Street
AFS License No: 234666	Perth WA 6000

Auditor*

Elderton Audit Pty Ltd

Level 2, 267 St Georges Terrace

Perth WA 6000

• These entities are included for information purposes only and have not been involved in the preparation of this Prospectus.

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