Resolution Minerals : Lodgement of SPP Options Prospectus

15 November 2021

only LODGEMENT OF SPP OPTIONS PROSPECTUS

Resolution Minerals Ltd (Resolution or Company) (ASX: RML) advises that the Share Purchase Plan (SPP) Options prospectus has been lodged with the Australian Securities and Investments Commission (ASIC) today and is attached to this announcement. SPP participants are eligible to receive one (1) useAttaching Option for every two (2) Shares issued to them pursuant to the SPP (SPP offer document

announced on 17 September 2021).

For further information please contact the authorising officer Duncan Chessell:

Duncan Chessell

personalManaging Director Resolution Minerals Ltd

M: [phone]

E:[e-mail]

W:www.resolutionminerals.comFor

Julian Harvey

Investor Communications

Resolution Minerals Ltd

1. [phone]

	CAPITAL STRUCTURE			BOARD
	Ordinary Shares	Performance Shares	Craig Farrow - Chair
	Issued 656 M	Duncan Chessell - MD
	Class A 9.6 M
	Options and rights	Class B 3.6 M	Andrew Shearer - NED
	Jarek Kopias - Co Sec
	Listed options 6 M @ 10c
	Listed options 74 M @ 12c	Last Capital Raise
	Unlisted options 13 M @ 8c	Sep-Oct-21 - Placement and SPP	Level 4, 29 King William Street
		$3.4M @ 2c
	Unlisted options 59 M @ 4c	Adelaide SA 5000
	Unlisted options 42 M @ 3c
	Unlisted rights 18 M

For personal use only

ACN 617 789 732

Prospectus

For the offer of one (1) Attaching Option for every two (2) Shares issued to Participants pursuant to the SPP, for nil consideration (Offer).

IMPORTANT NOTICE

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

The Attaching Options offered in accordance with this Prospectus should be considered as a

speculative investment.

For personal use only

Important Notices

This Prospectus is dated 15 November 2021 and was lodged with ASIC on that date. ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

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 Attaching Options the subject of this Prospectus should be considered speculative.

This Prospectus is a transaction specific prospectus for an offer of options to acquire 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 the representations contained 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 that certain matters can reasonably be expected to be known to investors and professional advisers whom they may consult.

The Company is prohibited from processing Applications Forms during the Exposure Period. Application Forms received prior to the expiration of the Exposure Period will, therefore, not be processed until after the Exposure Period. No preference will be conferred on any Application Forms received during the Exposure Period and all Application Forms received during the Exposure Period will be treated as if they were simultaneously received on the date the Offer opens. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of proceeds. That examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt

with in accordance with Section 724 of the Corporations Act.

No Attaching Options will be issued pursuant to this Prospectus after the date that is 13 months after the date of this Prospectus.

Electronic prospectus

Participants can obtain a copy of this Prospectus

from the Company website at

https://www.resolutionminerals.com/. The electronic version of this Prospectus on the Company website will not include an Application Form. Participants will only be entitled to subscribe for Attaching Options pursuant to the Offer in accordance with the instructions in the

personalised Application Form which accompanies a paper copy of this Prospectus. Applicants will only be entitled to subscribe for Attaching Options in accordance with the

instructions in the Application Form accompanying a paper copy of this Prospectus that is provided to them by the Company.

Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and do not believe that they have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Privacy

If you complete an Application Form, you will be providing personal information to the Company (directly or via the Company's Share Registry). The Company collects, holds and will use that information to assess your application, service your needs as a holder of Attaching Options and facilitate the distribution of payments and corporate communications to you as a Shareholder.

The information may also be used and disclosed to persons inspecting the Company's register, bidders for your Shares in the context of

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For personal use only

takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its Share Registry if you

wish to do so at the relevant contact numbers set out in this Prospectus.

Capitalised terms

Capitalised terms used in this Prospectus have the same meaning as those given in the Glossary contained in section 10 on page 244 of this Prospectus.

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For personal use only

1. Contents

1.	Contents		4
2.	Timetable		4
3.	Managing Director's Letter		5
4.	Investment Overview		6
5.	Risks		9
6.	Acceptance of Offer		15
7.	Rights and liabilities of Attaching Options		15
8.	Rights and liabilities of underlying Shares		17
9.	Additional information		18
10.	Glossary		24
11.	Corporate Directory		26
2.	Timetable
	Appendix 3B lodged with ASX	15	September 2021
	Prospectus lodged with ASX and ASIC	15	November 2021
	Offer opens	23	November 2021
	Closing Date for applications pursuant to the Offer	15	December 2021
	Issue date (if not issued earlier)	22	December 2021
	Holding statements dispatched to Applicants pursuant to the	4 January 2022
	Offer

Subject to the ASX Listing Rules and the Corporations Act, the Directors reserve the right to vary these dates.

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