Caprice Resources : Prospectus

For personal use only

Caprice Resources Ltd

ACN 624 970 725

Prospectus

This Prospectus is being issued for a total of 6,250,000 Unquoted Options each exercisable at $0.30 each and expiring 2 years from the date of issue.

The Offers under this Prospectus close at 5:00pm on Friday, 1 April 2022 (AWST)*

*The Company reserves the right, subject to the Corporations Act and Listing Rules to extend the Closing Date for the Offers.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT

SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR SUITABLY

QUALIFIED PROFESSIONAL ADVISER WITHOUT DELAY.

THE OPTIONS OFFERED UNDER THIS PROSPECTUS ARE OF A SPECULATIVE NATURE

Hamilton Locke

Table of Contents

Hamilton Locke Options Prospectus

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Important information

This Prospectus is dated Thursday, 24 March 2022 and was lodged with ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

No Unquoted Options will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 3, 10 Outram Street, West Perth, WA 6005, during normal business hours.

The Prospectus will be made available in electronic form. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (free of charge) from the Company's registered office by contacting the Company. The Offers contemplated by this Prospectus is only available in electronic form to persons receiving an electronic version of this Prospectus within Australia and subject to the restrictions set out in Section 1.6, certain investors in Germany.

The Unquoted Options offered by this Prospectus should be considered speculative. Please refer to Section 4 for details relating to investment risks.

Applications for Unquoted Options will only be accepted on an Application Form attached to or provided by the Company with a copy of this Prospectus either in paper or electronic form. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by a complete and unaltered copy of this Prospectus.

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

Hamilton Locke Options Prospectus

No action has been taken to permit the public offer of Unquoted Options under this Prospectus in any jurisdiction other than Australia. Subject to the restrictions set out in Section 1.6, certain investors in Germany are eligible to participate in the Offers.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should observe any such restrictions, including those in Section 1.6. In particular, this Prospectus may not be distributed in the United States and the Unquoted Options may not be issued to persons in the United States. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Unquoted Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This document is important and should be read in its entirety before deciding to participate in the Offers. This does not take into account the investment objectives, financial or taxation, or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to their particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay.

Some of the risk factors that should be considered by potential investors are outlined in Section 4. Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to the time in Perth, Western Australia, unless otherwise indicated.

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Corporate directory

Directors

ASX Code: CRS

• These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

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