Suvo Strategic Minerals : Share Purchase Plan Offer Booklet

For personal use only

16 March 2022

Dear Shareholder,

Suvo Strategic Minerals Limited - Securities Purchase Plan

On behalf of the Board of Suvo Strategic Minerals Limited (ACN 140 316 463) (Company), I am pleased to offer you the opportunity to subscribe for additional fully paid ordinary shares in the Company (Shares) under a securities purchase plan (Offer).

The Company is offering eligible Shareholders, at the record date of 4 March 2022, the opportunity under the Offer to acquire from A$2,500 (minimum) to A$30,000 (maximum) worth of Shares at an issue price of $0.085 per Share. The issue price represents a 12.5% discount to the volume weighted average market price of Shares over the last five days on which sales of Shares were recorded on the Australian Securities Exchange (ASX) immediately prior to the announcement of the Offer. Investors under the Offer will be invited to apply for one free attaching option for every three Shares subscribed for in the Offer, with each option having an exercise price of $0.15 each, exercisable on or before

30 June 2023 (SPP Options). The SPP Options will be offered under a separate Options offer prospectus (Options Prospectus) which will also be sent to participants in the Placement (defined below).

Shareholders will be eligible to participate in the Offer if they have a registered address in Australia or New Zealand as at 5.00pm (AWST) on 4 March 2022. By subscribing for Securities under any of the Offers you are representing that you are purchasing as principal and are resident in Australia or are a New Zealand resident that is eligible to participate in the Offers as set forth herein.

As announced on 7 March 2022, the Offer will follow a placement to raise up to $7,500,000 (before costs) at the same issue price as the Offer (Placement). All Placement investors will receive one free attaching option for every three Shares subscribed in the Placement, with each option having an exercise price of $0.15 each, exercisable on or before 30 June 2023 (Placement Options).

Amounts raised will be primarily used to fund the expansion of the Pittong hydrous kaolin plant and also to fast track the advancement of project studies on the Company's Western Australian kaolin and silica sand assets.

Applications for New Shares under the Offer will be made on the enclosed Application Form. The Offer of Shares under the Offer is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act. The Company intends to prepare the Options Prospectus in respect of the issue of the SPP Options and Placement Options.

If you wish to subscribe for SPP Options you will be required to complete and return a valid SPP Options Application Form, which will be attached to the Options Prospectus.

Important Information

The Offer is governed by the enclosed terms and conditions. The Board urges you to read these terms and conditions carefully and in their entirety before deciding whether to participate in the Offer.

If you are uncertain whether Shares are a suitable investment for you, you should consult your financial or other professional adviser. The Board recommends that you obtain your own financial

hamiltonlocke.com.au	Level 42, Australia Square,	Hamilton Locke Pty Ltd ACN 621 047 247
264 George Street
[e-mail]	Liability limited by a scheme approved under Professional Standards Legislation.
Sydney NSW 2000

For personal use only

2

advice in relation to the Offer and consider price movements of Shares in the Company prior to electing to participate in the Offer.

Enquiries

If you have any enquiries in relation to your Application Form or the Offer, please contact Automic Group on 1300 288 664 (within Australia) or [phone] outside of Australia.

Yours faithfully

Henk Ludik

Non Executive Chairman

Suvo Strategic Minerals Limited

For personal use only

3

SUVO STRATEGIC MINERALS LIMITED (ACN 140 316 463)

SECURITIES PURCHASE PLAN TERMS AND CONDITIONS

This is the terms and conditions of the Suvo Strategic Minerals Limited (ACN 140 316 463)

(Company) 2022 Securities Purchase Plan (Offer) and are binding on any Shareholder providing a completed Securities Purchase Plan Application Form to the Company.

1. Offer

The Offer is an invitation to apply for fully paid ordinary shares (Shares) up to a maximum subscription of A$30,000 at an issue price of $0.085 per Share (New Shares) (Offer).

The Offer to each eligible Shareholder is made on the same terms and conditions.

The Offer is non-renounceable.

The Offer is not underwritten.

2. Eligibility

You are eligible to apply for New Shares (Eligible Shareholder) if:

1. your registered address in the Company's register of members is in Australia or New Zealand; and
2. you were registered as a holder of Shares as at 5.00pm (AWST) on 4 March 2022.

By subscribing for New Shares under the Offer you are representing that you are purchasing as principal and are resident in Australia or are a New Zealand resident that is eligible to participate in the Offer as set forth herein.

3. Issue Price

The issue price for each New Share under the Offer is $0.085 per Share (Issue Price).

In accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, the Company notes the following:

1. On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on the Australian Securities Exchange (ASX) was A$0.098 per Share. The Issue Price is a 13.3% discount to that closing price. The issue price of $0.085 per share is an 11% discount on the 15 day volume weighted average price (VWAP) of $0.096 and a 12.5% discount on the 5 day VWAP of $0.097.
2. The market price of Shares may rise and fall between the date of the Offer and the date that any Shares are issued under the Offer.
3. By making an application under this Offer, each Eligible Shareholder will be acknowledging that although the Issue Price is at a discount to the closing price specified above, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make the Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Offer may rise or fall accordingly.

For personal use only

4

In accordance with ASX Listing Rule 7.2 Exception 5, the Issue Price is equal to or greater than 80% of the volume weighted average price for the 5 days in which trading in the Shares occurred before the date of the announcement of the Offer.

The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer.

4. Number of New Shares

4.1 Application amount

If you are an Eligible Shareholder, you can apply for up to a maximum of A$30,000 worth of New Shares. Eligible Shareholders can select one of the following alternatives:

	Offer		Value		Number of New Shares
	A		A$2,500	29,411
	B		A$5,000	58,824
	C		A$7,500	88,235
	D		A$10,000	117,647
	E		A$15,000	176,471
	F		A$20,000	235,294
	G		A$30,000		352,941

1. A$30,000 maximum
   The total costs of New Shares purchased by each Eligible Shareholder (including through joint holding/s, multiple accounts or any holding in which they have a beneficial interest/s) must not exceed A$30,000.
   The Company reserves the right to issue to an Eligible Shareholder fewer New Shares than the number specified in an Application Form for whatever reason, including to avoid the possible subscription of over A$30,000 worth of New Shares by a holder through multiple applications or joint holdings.
   No fractions of New Shares will be issued and fractions of Shares will be rounded down to the nearest whole number.
2. Maximum number of New Shares to be issued
3. 1. ASX Listing Rules limitation: In accordance with ASX Listing Rule 7.2 Exception 5, the total number of New Shares under the Offer must not exceed 30% of the number of Shares currently on issue.
   2. Discretionary limitation: It is presently intended that a maximum of 23,529,412 Shares will be issued pursuant to the Offer, which would raise a maximum of approximately $2,000,000 before costs. If required, applications will be scaled back on a pro-rata basis, having regard to the applicants' Share holding on the Record Date. The Board presently intends that the Offer will close after the maximum amount has been raised.

For personal use only

5

1. Board discretion: The Board reserves its right to reject or scale back any applications in whole or in part. The Board reserves absolute discretion regarding the final amount raised under the Offer (subject to the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and the ASX Listing Rules). If there is a rejection or scale back, your application monies may be greater than the value of New Shares issued to you under the Offer, in which case the excess application monies will be refunded to you, without interest.

5. Participation costs

You must pay the Issue Price per New Share and any fees or charges incurred by you in completing the Application Form, for example, bank fees or fees of professional advisors. No commission is payable by the Company on the issue of the New Shares and no brokerage applies.

6. Allotment of New Shares

Subject to these terms and conditions, the New Shares will be allotted as soon as possible after the Offer closing date. The Company will send or cause to be sent to you a holding statement in due course.

7. Payment for New Shares

All amounts in this Offer are expressed in Australian dollars. You must pay for the New Shares by BPay® (Australian shareholders only) or via Electronic Funds Transfer (EFT) (Australian and New Zealand shareholders) following the instructions on the Application Form.

You may apply for New Shares:

1. by making payment via EFT (Australian and New Zealand shareholders) in accordance with the instructions on the Application Form; if you have opted for electronic communications you will receive a link to the Application Form via email.
2. by making a BPAY® payment (for Australian shareholders only) using the customer reference number shown on your Application Form, in which case you do not need to return your Application Form. If you make a payment by BPAY® and the Company receives an amount that is less than the whole amount for which Shares may be applied the Company reserves the right to return your monies (in which case you will receive no New Shares) or issue you a lesser number of New Shares and (if necessary) return a portion of your funds. No interest will be paid on money returned.

Any amount not applied to your application will be refunded without interest.

Please do not forward cash. Receipts for payment will not be issued. Payments must be received by 5.00pm (AWST) on 8 April 2022. Payments received after that time will not be accepted.

If paying via BPAY®, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are received through BPAY® by the Closing Date.