Kogi Iron : Options Prospectus

KOGI IRON LIMITED ACN 001 894 033

PROSPECTUS

For the offers of:

• (a) one (1) free Attaching Option for every two (2) Shares issued to Participants under the Placement, for nil consideration (Placement Options Offer); and

• (b) one (1) free Attaching Option for every two (2) Shares issued to Participants under the SPP, for nil consideration (SPP Options Offer).

The SPP Options Offer and the Placement Options Offer are together referred to as the Offers.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered by this Prospectus should be considered as speculative.

TABLE OF CONTENTS

• 1. CORPORATE DIRECTORY .............................................................................................. 2

• 2. TIMETABLE AND IMPORTANT NOTES ............................................................................ 3

• 3. DETAILS OF THE OFFERS ................................................................................................ 6

• 4. PURPOSE AND EFFECT OF THE OFFERS ......................................................................... 9

• 5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................. 11

• 6. RISK FACTORS ............................................................................................................ 13

• 7. ADDITIONAL INFORMATION ...................................................................................... 20

• 8. DIRECTORS' AUTHORISATION .................................................................................... 28

• 9. DEFINITIONS ............................................................................................................... 29

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1.

CORPORATE DIRECTORY

Directors

Registered Office

Craig Hart Non-Executive Chairman

Peter Huljich Non-Executive Director

Level 4

100 Albert Road

SOUTH MELBOURNE VIC 3205

Telephone: + 61 3 9692 7222

Sean Gregory Non-Executive Director

Richard Little Non-Executive Director

Ashley Pattison Non-Executive Director

Company Secretary

Patricia Vanni de Oliveira

Share Registry*

Link Market Services Limited Central Park

Level 12

250 St Georges Terrace PERTH WA 6000

Telephone: [phone]

Facsimile: [phone]

Email:[e-mail] Website:www.linkmarketservices.com.auEmail:[e-mail] Website:www.kogiiron.com

ASX Code

KFE

Lawyers

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street

PERTH WA 6000

Auditors*

RSM Australia Partners Level 21

55 Collins Street Melbourne VIC 3000

* These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

• 2. TIMETABLE AND IMPORTANT NOTES

• 2.1 Timetable

  Action	Date*
  Appendix 3B lodged with ASX	30 March 2022
  Prospectus lodged with ASIC	7 April 2022
  Offers open	8 April 2022
  Closing date for applications pursuant to the Offers**	29 April 2022
  Issue Date (if not issued earlier)***	7 June 2022
  Holding statements dispatch to Applicants pursuant to the Offers*** and application made to ASX for quotation of the Options	7 June 2022

  * The above dates are indicative only and may change without prior notice.

  ** Subscribers under the SPP Offer should ensure that they have lodged their SPP Application Form by this date.

  *** Assuming that relevant Shareholder approval is obtained at the Company's general meeting proposed to be held on or around 31 May 2022.

• 2.2 Important Notes

  This Prospectus is dated 7 April 2022 and was lodged with the ASIC on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

  No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

  No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

  It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative.

  Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Application Form.

  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 making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

• 2.3 Investment Advice

  This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Options under this Prospectus.

• 2.4 Risk factors

  Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Options pursuant to this Prospectus.

• 2.5 Target Market Determination

  In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's websitehttps://spp.kogiiron.com/.

  By making an application under the Options Offers, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD.

• 2.6 Taxation implications

  The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of applying for Securities under this Prospectus.

  The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with applying for Options under this Prospectus.

• 2.7 Applicants outside Australia

  The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.

• 2.8 Disclaimer

  No person is authorised to give information or to make any representation in connection with the offers described in this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be