Spectrum Rare Earths : Cleansing Prospectus

For an offer of up to 100,000 Shares at an issue price of $0.01 per Share to raise up to‌‌

$1,000 (before expenses) (Offer).

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative.

1. CORPORATE DIRECTORY 1
2. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES 2
3. DETAILS OF THE OFFER 4
4. PURPOSE AND EFFECT OF THE OFFER 7
5. RIGHTS ATTACHING TO SHARES 8
6. RISK FACTORS 10
7. ADDITIONAL INFORMATION 14
8. DIRECTORS' AUTHORISATION 21
9. GLOSSARY 22

1. CORPORATE DIRECTORY

   Directors Mr Alexander Hewlett (Non-Executive Chairman) Mr Leonid Charuckyj (Non-Executive Director) Mr Alexander Moyle (Non-Executive Director) Company Secretary Mr Graeme Boden	Registered Office c/o Boden Corporate Services Pty Ltd 15 Lovegrove Close Mount Claremont WA 6010 Telephone: + 61 8 9384 3284 Facsimile: +61 8 9284 3801 Website: www.spectrumrareearths.com
   Share Registry* Security Transfer Registrars Pty Ltd Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone: 1300 992 916	Solicitors Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000
   Auditor* William Buck Audit (WA) Pty Ltd Level 3, 15 Labouchere Road Perth WA 6151

   * 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. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES
3. Indicative Timetable

   Event	Date
   Lodgement of Prospectus with the ASIC and ASX	30 May 2017
   Opening Date	30 May 2017
   Closing Date*	2 June 2017
   Expected date for quotation on ASX of Shares issued under the Offer *	5 June 2017

   * The above dates are indicative only and may change without notice. The Directors reserve the right to vary these dates, including the Closing Date, without notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Shares to applicants.

4. Important Notes

   This Prospectus is dated 30 May 2017 and was lodged with the ASIC on that date. Neither the ASIC (and its officers) nor ASX take responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

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

   The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

   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.

5. 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 Shares under this Prospectus.

6. Risk factors

7. Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in the 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 Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors