For personal use only

CYCLONE METALS LIMITED

ACN 095 047 920

CLEANSING PROSPECTUS

For an offer of up to 20,000 Shares at an issue price of $0.005 per Share to raise up to $100 (before expenses) (Offer).

This Prospectus has been prepared primarily for the purpose of Section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

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 by this

Prospectus should be considered highly speculative.

For personal use only

TABLE OF CONTENTS

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.......................................................................

8

5.

RIGHTS ATTACHING TO SHARES.............................................................................

10

6.

RISK FACTORS ........................................................................................................

12

7.

ADDITIONAL INFORMATION ..................................................................................

22

8.

DIRECTORS' AUTHORISATION ................................................................................

30

9.

GLOSSARY..............................................................................................................

31

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1.

CORPORATE DIRECTORY

Directors

Registered Office

Terry Donnelly

32 Harrogate Street

Non-Executive Chairman

West Leederville WA 6007

Tony Sage

Telephone: + 61 8 9380 9555

Executive Director

Facsimile: +61 8 9380 9666

Tim Turner

Share Registry*

Non-Executive Director

Computershare Investor Services Pty Ltd

Will Scott

Level 11

Non-Executive Director

172 St Georges Terrace

Company Secretary

Perth WA 6000

Telephone: 1300 85 05 05 (Australia)

Melissa Chapman

Telephone: +61 3 9415 4000 (Overseas)

ASX Code

Auditors*

CLE

BDO Audit (WA) Pty Ltd

Website

38 Station Street

Subiaco WA 6008

www.cyclonemetals.com

Lawyers

Steinepreis Paganin

Lawyers and Consultants

Level 4, The Read Buildings

16 Milligan Street

PERTH WA 6000

* 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.

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2. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

2.1

Indicative Timetable

Action

Date

Lodgement of Prospectus with the ASIC and ASX

23 March 2022

Opening Date

23 March 2022

Closing Date*

6 May 2022

Expected date for quotation of Shares issued under

7 May 2022

the Offer on ASX*

    • 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.
  1. Important Notes
    This Prospectus is dated 23 March 2022 and was lodged with the ASIC on that date. The ASIC, the ASX and its officers take no 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.
  2. 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.
  3. Risk factors
    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 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 should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

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For personal use only

  1. Applicants outside Australia
    The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.
  2. Disclaimer
    No person is authorised to give information or to make any representation in connection with the Offer described in 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 the Offer. You should rely only on information in this Prospectus.
  3. Forward-lookingstatements
    This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.
    These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.
    Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and our management.
    The Company cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.
    The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law.
    These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements.
  4. Website
    No document or information included on the Company's website is incorporated by reference into this Prospectus.

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Cyclone Metals Ltd. published this content on 23 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 March 2022 06:43:02 UTC.