County International : Prospectus

COUNTY INTERNATIONAL LIMITED

ACN 149 136 783

PROSPECTUS

Dated:

6 April 2022

For the offer of a minimum of 18,750,000 Shares at an issue price of $0.20 each to raise $3,750,000 (Minimum

Subscription) and a maximum of up to 23,750,000 Shares at an issue price of $0.20 to raise up to $4,750,000 (Maximum Subscription) (Offer)

IMPORTANT INFORMATION

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 pursuant to this Prospectus should be considered highly speculative.

County International Limited - Prospectus

Page 1

IMPORTANT NOTICES

This is an important document that should be read in its entirety. If you are in any doubt as to the course you should follow, you should consult your stockbroker, solicitor, accountant or other professional adviser.

The Shares offered under this Prospectus should be considered a highly speculative investment.

THE OFFER

This Prospectus is issued by County International Limited ACN 149 136 783 ("Company" or "County") for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) ("Corporations Act") and the re-admission of its Shares to the ASX. The Offer is for a Minimum Subscription of 18,750,000 Shares to raise $3,750,000 at an issue price of $0.20 per Share and a Maximum Subscription of up to 23,750,000 Shares at an issue price of $0.20 per Share to raise up to $4,750,000.

Existing County Shareholders will, under the Top-Up Facility, have a priority allocation allowing them to "Top-Up" their holdings to 10,000 Shares.

The Offer is conditional on the Share Purchase Agreements ("SPAs") becoming unconditional, which will require the Minimum Subscription to be obtained and the passing of all Essential Resolutions at the General Meeting (the Conditions).

Completion of the acquisitions remains subject to and conditional upon a number of conditions precedent, including:

• 1. the Company and vendors obtaining all necessary regulatory, shareholder and third-party consents and approvals required to complete the Transactions contemplated by the SPAs;

• 2. the Company receiving conditional approval from ASX to reinstate its Securities to trading on the ASX (after the Company re-complies with Chapters 1 and 2 of the ASX Listing Rules) and those conditions being to the reasonable satisfaction of the Company;

• 3. the Company undertaking a capital raising to raise at least $3,750,000 through an issue of Shares at $0.20 per Share;

• 4. all Vendors entering into any restriction agreements required under the ASX Listing Rules in relation to the Shares to be issued as consideration for the acquisition;

• 5. all recipients of Shares entering into any restriction agreements required under the ASX Listing Rules in relation to the Purchase Securities to be issued as consideration for the acquisition and if required by ASX in accordance with the ASX Listing Rules, delivering executed restriction agreements in relation to the Purchase Securities; and

• 6. there being no material adverse change in the circumstances of Polymet and the Copper/Gold Group or the Company prior to completion,

(together, the Conditions Precedent).

Refer to Section 13.4.1 for further details of the SPAs.

The Company has called the General Meeting for the purpose of seeking the approval of Shareholders to a number of resolutions relevant to implementing the acquisitions of Polymet Resources Pty Ltd ("Polymet") and the Copper/Gold Group ("Copper/Gold Group" or "CGG") and finalizing the Offer, which is conditional upon the passing of the Essential Resolutions, including the resolutions as follows:

1.

the change of the nature and scale of the Company's activities from being primarily coal focused to become a more general resource-based company through the acquisition of Polymet and the Copper/Gold Group with the addition of copper, gold and associated minerals exploration/mining to the portfolio, for which Shareholder approval is required under ASX Listing Rule 11.1.2;

• 2. the issue at settlement of:

  • 2.1. a minimum 18,750,000 and up to 23,750,000 Shares under the Offer;

  • 2.2. 10,186,824 Shares to the Vendors and

  • 2.3. 1,000,000 x $0.28 Options, 10,000,000 CGG Performance Options to the Copper/Gold Group Vendors: and

  • 2.4. 800,000 x $0.28 Options and 1,200,000 Polymet Performance Options to the Polymet Vendors.

• 3. the appointments of Mr Mart Rampe and Mr Tully Richards as Directors on and from completion of the Acquisition.

(each an Essential Resolution).

In the event that those events do not occur, the Offer will not proceed and no Shares or Options will be issued pursuant to this Prospectus. If this occurs, Applicants will be refunded their application monies (without interest) in accordance with the Corporations Act.

The Offer is not underwritten.

In particular, you should consider the risk factors that could affect the performance of the Company prior to deciding whether to invest in the Shares. There are risks associated with an investment in the Shares which must be regarded as a speculative investment. Some of the key risk factors that should be considered by prospective investors are set out in section 7.

Each component of the Offer is made by the Company.

SUSPENSION AND RE-ADMISSION TO THE ASX

ASX has determined that the acquisition of Polymet and the Copper/Gold Group by the Company, if successfully completed, will represent a significant change in the nature and scale of the Company's operations from a coal company focused on the commercialisation of its US based coal assets to a broader resource company with the addition of gold and copper and associated minerals exploration/mining to its business activities.

The change in the nature and scale of the Company's activities will require:

• 1. the approval of Shareholders (which will be sought at the General Meeting); and

• 2. the Company to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy the ASX requirements for re-admission to the Official List following a change in nature and scale of the Company's activities. Some of the key requirements of Chapters 1 and 2 of the ASX Listing Rules are:

• 1. the Company must satisfy the shareholder spread requirements relating to the minimum number of Shareholders and the minimum value of the shareholdings of those Shareholders; and

• 2. the Company must satisfy the "assets test" as set out in ASX Listing Rule 1.3.

It is expected that the conduct of the Offers pursuant to this Prospectus will enable the Company to satisfy the above requirements.

The Company's Securities are currently suspended from trade and will continue to be suspended from trading on ASX until ASX approves the Company's re-compliance with the admission requirements of Chapters 1 and 2 of the ASX Listing Rules.

There is a risk that the Company may not be able to meet the requirements of ASX for re-admission to the Official List. In the event the conditions are not satisfied or the Company does not receive conditional approval for re-admission to the Official List then the Company will not proceed with the Offer and will repay all application monies received (without interest).

Lodgement and Listing

This Prospectus is dated 6 April 2022 and was lodged with ASIC on that date (Prospectus Date). The Company will apply to ASX, within 7 days of the Prospectus Date, for admission of the Company to the Official List and quotation of its Shares on ASX. Neither ASIC nor ASX or their respective officers takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

Expiry Date

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

Note to Applicants

The information contained in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. This Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licenced to provide financial product advice in respect of its securities or any other financial products.

It is important that you read this Prospectus carefully, in its entirety and seek professional advice where necessary before deciding to invest in the Company.

There may also be risks in addition to those set out in section 7 that should be considered in light of your personal circumstances (including financial and tax issues).

If you do not fully understand this Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, lawyer, accountant or other professional adviser before deciding whether to invest in the Shares.

No person named in this Prospectus warrants or guarantees the Company's performance or any return on investment made pursuant to this Prospectus.

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

JORC Code 2012 Edition

It is a requirement of the ASX Listing Rules that the reporting of ore reserves and mineral resources in Australia comply with the Joint Ore Reserves Committee's Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC

Code 2012 Edition").

Investors outside Australia should note that while the Company will be required to report ore reserve and mineral resource estimates of the Company in compliance with the JORC Code 2012 (such JORC Code 2012-compliant ore reserves and mineral resources being "Ore Reserves" and "Mineral Resources" respectively), they may not comply with the relevant guidelines in other countries. Investors should not assume that quantities reported as "resources" will be converted to reserves under the JORC Code 2012 or any other reporting regime or that the Company will be able to legally and economically extract them.

Financial Information Presentation

The information in this Prospectus should be read in conjunction with and is qualified by reference to, the information contained in section 8. Section 8 sets out in detail the financial information referred to in this Prospectus and the basis of preparation of that information. All financial amounts contained in this Prospectus are expressed in Australian dollarsunless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding.

Unless otherwise stated or implied, all pro forma data in this Prospectus gives effect to the pro forma adjustments referred to in section 8.

Forecasts and Forward-looking Statements

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

Offer. The Company's business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

This Prospectus may contain forward-looking statements concerning the Company's business, operations, financial performance and conditions as well as the Company's plans, objectives and expectations for its business, operations, financial performance and conditions. Any statements in this Prospectus that are not historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as 'aim', 'anticipate', 'assume', 'believes', 'could', 'due', 'estimate', 'expect', 'goal', 'intend', 'may', 'objective', 'plan', 'predict', 'potential', 'positioned', 'should', 'target', 'will', 'would' and other similar words that connote predictions or indicate future events and future trends.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about the

Company's business, the industry in which the Company operates and management's beliefs and assumptions. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company's control. As a result, any or all of the Company's forward-looking statements in this Prospectus may turn out to be inaccurate. Factors that may prevent these forward-looking statements from being realised or make these statements inaccurate include but are not limited to, the risk factors described in section 7.

Potential investors and other readers are urged to consider these risk factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements.

These forward-looking statements speak only as at the date of this Prospectus. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. You should, however, review the factors and risks the Company describes in the reports to be filed from time to time with ASIC and/or ASX after the date of this Prospectus.

Some numerical figures included in this Prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that preceded them.

Foreign Offer Restrictions

This Prospectus does not constitute an offer or invitation to apply for Shares in any place which or to any person whom, it would be unlawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer or to otherwise permit an offering of the Shares, in any jurisdiction outside Australia. The distribution of this Prospectus outside Australia may be restricted by law and persons, who come into possession of this Prospectus outside Australia, should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. For details of selling restrictions that apply to the Shares, please refer to section 12.5.

Notice to United States Residents

The Securities being offered pursuant to this Prospectus have not been registered under the United States Securities Act of 1933, as amended (US Securities Act) or any US state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the US Securities Act and applicable state securities laws. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there

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