Marvel Gold : Entitlement Offer Document

For personal use only

Marvel Gold Limited Entitlement Offer

On behalf of the Board, I am pleased to invite you to participate in an entitlement offer (Entitlement Offer) for fully paid ordinary shares (Shares) in Marvel Gold Limited ACN 610 319 769 (Marvel or the Company).

Offer summary

A non-renounceable pro rata entitlement offer to Eligible Shareholders of Marvel with an opportunity to acquire one (1) New Share for every five (5) Shares held as at the Record Date at an issue price of $0.045 per New Share to raise up to approximately $5.2 million without incurring brokerage or other costs.

Support of major shareholders

Existing substantial Shareholders, including Capital DI Limited and the Deutsche Baloton Group, have committed to apply for a total of $2.1 million New Shares, which includes both their Entitlement and any Shortfall Shares.

Pricing

The New Shares are offered at an issue price of $0.045, which represents a 4.0% discount to the 5 day VWAP and a 7.7% discount to the 10 day VWAP for shares in the Company last traded on the ASX on 4 March 2022.

Use of funds

Funds raised from the Entitlement Offer will be used to complete the current aircore and auger drilling programs at Tabakorole. In addition, a large number of assays from the ongoing auger and aircore drilling programs at Tabakorole are outstanding and therefore future work is dependent on these results. The Company also anticipates carrying out initial reconnaissance auger drilling campaigns at Kolondieba and Yanfolila.

The above table is a statement of current intentions as of the date of this Offer Document. It is anticipated that these funds will be applied over the next 12 months. The above proposed use of funds is subject to ongoing review and evaluation by the Company. As with any budget, the actual use of funds raised under the Offers may change depending on the outcome of the activities as they proceed. The Company's current cash resources and additional capital proposed to be raised by the Offers are sufficient to meet the Company's current stated activities.

For personal use only

The Entitlement Offer will be undertaken in accordance with the below timetable. However, Marvel reserves the right to vary the dates and times set out below, subject to the Corporations Act and the Listing Rules.

accompanying documentation. In deciding whether to participate in the Entitlement Offer, you should seek your own independent financial, legal and taxation advice in respect of the Entitlement Offer. No cooling off regime applies to the acquisition of ordinary shares in Marvel under the Entitlement Offer.

On behalf of the Board, I thank you for your continued support of Marvel and I

invite you to consider participating in the Entitlement Offer.

Yours sincerely

For personal use only

This Offer Document is issued pursuant to section 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) for the offer of New Shares without disclosure to investors under Part 6D.2 of the Corporations Act. This Offer Document has been prepared by Marvel Gold Limited ACN 610 319 769 and was lodged with ASX on 15 March 2022. ASX takes no responsibility for the content of this Offer Document.

No party other than the Company has authorised or caused the issue of this Offer Document, or takes any responsibility for, or make, any statements, representations or undertakings in this Offer Document.

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

Status of Offer Document

The Entitlement Offer is being made pursuant to provisions of the Corporations Act which allows rights issues to be offered without a prospectus.

Neither this Offer Document nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC. This Offer Document is not a prospectus under the Corporations Act and no prospectus for the Entitlement Offer will be prepared. This document do not contain, or purport to contain, all of the information that a prospective investor may require in evaluating an investment in the Company.

This Offer Document is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest, including the announcements made by the Company on the ASX platform. All announcements made by the Company are available at www.marvelgold.com.auand www.asx.com.au.

This Offer Document does not contain financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. After reading the Offer Document (in particular, the "Risk Factors" referred to in Section 3), if you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

For personal use only

No updates to Offer Document

The information in this Offer Document may not be complete and may be changed, modified or amended at any time by the Company, and is not intended to, and does not, constitute representations and warranties of the Company. Neither the Company, nor any other advisor of the Company intends to update this Offer Document or accepts any obligation to provide the recipient with access to information or to correct any additional information or to correct any inaccuracies that may become apparent in the Offer Document or in any other information that may be made available concerning the Company. Potential investors should conduct their own due diligence investigations regarding the Company.

Application Forms

The Application Forms accompanying this Offer Document are important. To participate in the Entitlement Offer, you must apply for New Shares online on the Offer Website at https://mvlentitlementoffer.thereachagency.comso that your completed Entitlement and Acceptance Form and Application Monies are received by the Closing Date. You can request a paper copy of this Offer Document and your personalised Entitlement and Acceptance Form by contacting the Company Secretary on +61 8 9200 4960. The Entitlement and Acceptance Form details an Eligible Shareholder's Entitlement. Please refer to the instructions in Section 2 regarding the acceptance of your Entitlement.

By making payment by BPAY®, EFT or cheque, you acknowledge that you have received and read this Offer Document and you have acted in accordance with the terms of the Offers detailed in this Offer Document.

Overseas Shareholders

Unless the Directors determine otherwise, the Offers are not being extended and any New Shares will not be issued, to Shareholders with a registered address which is outside Australia, New Zealand, Hong Kong, United Kingdom, Singapore, Germany and Mauritius. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than those mentioned above) having regard to the number of overseas Shareholders, the number and value of New Shares those Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction.

No action has been taken to permit the offer of New Shares under this Offer Document in any jurisdiction other than Australia, New Zealand, Hong Kong, United Kingdom, Singapore, Germany and Mauritius. The distribution of this Offer Document in jurisdictions outside Australia, New Zealand, Hong Kong, United Kingdom, Singapore, Germany and Mauritius may be restricted by law and therefore persons outside of Australia, New Zealand, Hong Kong, United Kingdom, Singapore, Germany or Mauritius and 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 applicable