DMC Mining : Loyalty Options Prospectus

DMC Mining Limited ACN 648 372 516

Loyalty Options Prospectus

This Prospectus is being issued for a non-renounceable pro-rata issue of up to 23,175,000 quoted Loyalty Options on the basis of one Loyalty Option for every two Shares held on the Record Date at an issue price of $0.005 to raise up to approximately $115,875 before costs (Loyalty Options Offer).

This Prospectus also contains an offer of 2,400,000 Lead Manager Options to CPS Capital Group Pty Ltd, the Lead Manager (Lead Manager Offer).

The Loyalty Options Offer is partially underwritten by CPS Capital Group Pty Ltd. Refer to Section 5.9 for details regarding the terms of the Lead Manager Mandate.

The Company reserves the right, subject to the Corporations Act, Listing Rules and other applicable laws to extend the Offer Closing Date without prior notice.

This Offer closes at 5.00pm WST on Friday, 20 May 2022. Valid acceptances must be received before that date.

Important Information

This Prospectus is dated 22 April 2022 and was taken to be lodged with the 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 New 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 27, 44 St Georges Terrace, Perth WA 6000, during normal business hours.

The Prospectus will be made available in electronic form on the Company's website atwww.dmcmining.com.au and the ASX markets platform. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (freeof charge) from the Company's registered office by contacting the Company.

The Company will apply for official quotation by ASX of the New Options offered by this Prospectus within 7 days of the date of this Prospectus.

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

Applications for New Options will only be accepted on an Entitlement and Acceptance 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 Entitlement and Acceptance 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.

No action has been taken to permit the offer of New Options under this Prospectus in any jurisdiction other than Australia and New Zealand. The New Options being offered pursuant to this Prospectus are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of New Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

The Company collects personal information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the Applicant's security holding in the Company.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the personal information in the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers (including mailing houses), the ASX, ASIC and other regulatory authorities.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.

If an Applicant becomes a security holder of the Company, the Corporations Act and Australian tax legislation requires the Company to include information about the security holder (including name, address and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security holder of the Company. Information contained in the Company's registers is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your application.

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 his/her 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 WST unless otherwise indicated.

Corporate Directory

Directors

David Sumich - Executive Chairman Bruce Franzen - Non-Executive Director

William (Bill) Witham - Non-Executive Director (Technical)

Company Secretary

Bruce Franzen

Registered Office and Principal Place of Business

Level 27, 44 St Georges Terrace Perth WA 6000

Telephone: +61 8 6316 4674

Email:info@dmcmining.com Website:www.dmcmining.com.au

Stock Exchange Listing

ASX Code: DMM

Proposed ASX Code: DMMO (Options)Share Registry*

Automic Pty Ltd

Level 2, 267 St Georges Terrace Perth WA 6000

Telephone: 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia)

Email:hello@automic.com.au

Lead Manager and Underwriter

CPS Capital Group Pty Ltd

Level 45, 108 St Georges Terrace Perth WA 6000

Telephone: +61 8 9223 2222

Auditor*

PKF Perth

Level 4, 35 Havelock Street West Perth WA 6005

Solicitors to the Offer*

Gilbert + Tobin

Level 16, Brookfield Place Tower 2 123 St Georges Terrace

Perth WA 6000

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

Indicative Timetable

Notes

* These dates are indicative only. The Directors reserve the right to vary the key dates without prior notice, subject to the Listing Rules.

** The Directors may extend the Offer Closing Date by giving at least three (3) Business Days' notice to ASX. As such the date the New Options issued under the Offers are expected to commence trading on ASX may vary.

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