Aura Energy : Prospectus

For personal use only

Aura Energy Limited

(ACN 115 927 681)

Prospectus

Offer

For the offer of 100 Shares at an issue price of A$0.25 to raise A$25 before expenses ("Offer").

Cleansing

This Prospectus has been prepared primarily for the purposes of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of certain Shares issued prior to the Closing Date without disclosure under Part 6D of the Corporations Act.

IMPORTANT NOTICE This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act. This is an important document that should be read in its entirety. Please read the instructions in this Prospectus and on the accompanying Acceptance Forms regarding acceptance of the Offer. If you do not understand this document you should consult your stockbroker, lawyer, accountant or other professional adviser without delay. The Shares offered under this Prospectus should be considered speculative.

For personal use only

TABLE OF CONTENTS

IMPORTANT INFORMATION

ELECTRONIC PROSPECTUS

RISK FACTORS

CORPORATE DIRECTORY

1. DETAILS OF THE OFFER
2. PURPOSE AND EFFECT OF THE OFFER
3. RISK FACTORS
4. ADDITIONAL INFORMATION
5. DIRECTORS' AUTHORISATION
6. DEFINITIONS

ACCEPTANCE FORM

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IMPORTANT INFORMATION

GENERAL

The Prospectus is dated 17 March 2022 and a copy of this Prospectus was lodged with ASIC on that date. ASIC and ASX do not take any responsibility for the contents of this Prospectus or the merits of the investment to which the 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 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 at www.auraenergy.com.au. Applications cannot be made online. 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.

RISK FACTORS

Before deciding to invest in the Company, potential investors should read the entire Prospectus. In considering the prospects for the Company, potential investors should consider the assumptions underlying the prospective financial information and the risk factors set out in Section 3 that could affect the performance of the Company. Potential Investors 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 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. Potential investors 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 Offer of 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 Shares. No action has been taken to register the Offer under this Prospectus or otherwise permit the 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 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 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, are expected 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 6.

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

All references to time in this Prospectus relate to AEDT (being the time in Sydney, New South Wales).

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CORPORATE DIRECTORY

DIRECTORS

Philip Mitchell

Non-Executive Chairman

Warren Mundine

Non-Executive Chairman

Bryan Dixon

Non-Executive Director

COMPANY SECRETARY

Phillip Hains

REGISTERED OFFICE

Level 3/62 Lygon Street

CARLTON VIC 3053

Telephone:

([phone]

SHARE REGISTRY

(for information purposes only)

Computershare

Level 11, 172 St Georges Terrace

PERTH WA 6000

Telephone:	([phone]
Facsimile:	([phone]

AUDITOR

(for information purposes only)

Hall Chadwick WA Audit Pty Ltd

283 Rokeby Rd

SUBIACO WA 6008

LEGAL ADVISER

Palisade Corporate

Level 24, 44 St Georges Terrace

PERTH WA 6000

ASX Code

AEE

WEBSITE

www.auraenergy.com.au

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1. DETAILS OF THE OFFER

1. SUMMARY OF THE OFFER
   The Company is making an offer of one hundred (100) Shares at an issue price of A$0.25 per Share (the "Offer") to raise A$25 before expenses of the Offer. The Offer is open to persons by invitation from the Company to subscribe for Shares and is not open to the general public.
   The purpose of this Prospectus is to remove any trading restrictions on the certain Shares issued by the Company without disclosure. Please refer to Section 2 for details of the purpose and effect of the Offer.
2. TIMETABLE
   The timetable for the Offer is as follows:

	Event			Date
	Lodgement of this Prospectus with ASIC and ASX		17 March 2022
	Opening Date		17 March 2022
	Closing Date		21 March 2022

Note: All dates (other than the date of lodgement of the Prospectus with ASX and ASIC) are indicative only. The Company reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary the dates of the Offer, including extending the Closing Date or accepting late acceptances, either generally or in particular cases, without notice.

1. RIGHTS AND LIABILITIES ATTACHING TO SHARES
   The Shares to be issued pursuant to this Offer are of the same class and will rank equally in all respects with the existing Shares on issue. The rights and liabilities attaching to Shares are further described in Section 4.3.
2. MINIMUM SUBSCRIPTION
   There is no minimum subscription for the Offer.
3. APPLICATIONS
   An Application under the Offer may only be made by persons on invitation from the Company. Acceptance Forms must be delivered or mailed together with a cheque on or before the Closing Date to:

Aura Energy Limited

Level 3/62 Lygon Street

CARLTON VIC 3053

1.6 OVERSEAS INVESTORS

The Prospectus does not constitute an offer in any jurisdiction where, or to any person to whom, it would not be lawful to issue this Prospectus or make such an offer. No action has been taken to register or qualify the Shares or the Offer or otherwise to permit an offering of the Shares in any jurisdiction outside of Australia and New Zealand.

Where the Prospectus has been dispatched to Shareholders domiciled outside Australia or New Zealand and where that country's securities code or legislation prohibits or restricts in any way the making of the Offer contemplated by this Prospectus, then the Prospectus and accompanying Acceptance Form are provided for information purposes only.

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