Directors are delighted to announce the purchase of an Australian asset of this worth and quality

Dear Investor, 

On behalf of the directors of the Company (Directors), it gives me great pleasure to invite you to  increase your existing shareholding or to become a shareholder of the Company. 

Recently, the Company strategically decided to engage in M&A activity in an effort to widen the scope  of activity of the Company and to achieve a return on Shareholders’ investment. The Company’s  securities were placed in a trading halt on 12 August 2024 and suspended from official quotation on  14 August 2024 at the request of the Company and have remained suspended since that date. 

On 17 September 2024, the Company announced the proposed acquisition of 100% of the issued  capital in Broken Hill Mines Pty Ltd (BHM) (Acquisition) under a share purchase agreement with the  existing shareholders of BHM (BHM SPA), the key terms of which are summarised in Section 7.1. 

BHM, through its wholly owned subsidiary Broken Hill Operations Pty Ltd (BHOPL), owns the Rasp  Mine and associated assets. Additionally, BHM has the right to 70% of the net smelter returns from  the Pinnacles Mine under a development and profit-sharing arrangement. 

Completion of the Acquisition requires that the Company re-comply with Chapters 1 and 2 of the  Listing Rules. The Acquisition is subject to a number of conditions precedent. 

The purpose of the Public Offer is to raise a minimum of $15,000,000 (before costs) and a maximum  of $20,000,000 (before costs) via the issue of Shares at an issue price of $0.35 per Share. 

The proceeds of the Public Offer will be utilised to fund the activities set out in the proposed use of  funds in Section 2.4. 

This Prospectus is issued for the purpose of supporting an application to have the Company’s  Securities reinstated to trading on ASX. An investment in the Company is speculative and subject to certain risks, a non-exhaustive list of which is highlighted in Section 4, including but not limited to future capital requirements, operating risk, resource estimation risk, offtake and financing risk and regulatory and environmental risk. It is recommended that you consider the terms of the Offers contained in this Prospectus carefully and in its entirety. If you are in any doubt as to the contents of this Prospectus, you should consult your stockbroker, lawyer, accountant or other professional adviser.  

In particular, investors should be aware that the Company and BHM are currently making a loss. The Company’s and BHM’s respective reviewed financial reports for the half year ended  31 December 2024 include a material uncertainty relating to going concern.  

The Board believes that on completion of the Offers, it will have sufficient funds to adequately meet its  commitments and working capital requirements in the short to medium term, as outlined in this  Prospectus. There remains a risk that further funding will be required by the Company in the medium  to long term. An inability to obtain additional funding would have a materially adverse effect on the  Company’s business and may give rise to significant uncertainty on the Company’s ability to continue  as a going concern. 

It is recommended that you consider the terms of the Offers contained in this Prospectus carefully and in its entirety. If you are in any doubt as to the contents of this Prospectus, you should consult your  stockbroker, lawyer, accountant or other professional adviser.  

On behalf of the Board of the Company, I commend this opportunity to you and look forward to  welcoming you as a security holder. 

Yours faithfully 

Stephen Woodham 

Non-Executive Chair 

Coolabah Metals Limited