Quantum Graphite : Capital raise and Cleansing Prospectus

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Cleansing Prospectus

Quantum Graphite Limited (QGL) has today lodged with the Australian Securities and Investments Commission a prospectus pursuant to section 708A(11) of the Corporations Act 2001 (Cth), the main purpose of which is facilitate secondary trading of any shares that may be issued by it before the closing date under the prospectus.

To ensure shares issued are freely tradeable (i.e., not subject to the secondary trading restrictions provisions of the Corporations Act) the Company is obliged to issue a notice (Cleansing Notice) or a prospectus under sections 708A(5) and 708A(11) of the Corporations Act respectively.

QGL is unable to issue a Cleansing Notice as its shares were suspended from trading on the ASX for more than five trading days over the last 12 months. Accordingly, QGL issues this prospectus under section 708A(11) for the purpose of facilitating secondary trading in any shares issued by it before the closing date under the prospectus.

Sal Catalano

Managing Director

FOR FURTHER INFORMATION CONTACT:

Company Secretary

Quantum Graphite Limited

1. +61 3 8614 8414

1. info@qgraphite.com

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CLEANSING PROSPECTUS

This Prospectus (Prospectus) is issued by Quantum Graphite Limited (Company) primarily for the purpose of section 708A(11) of the Corporations Act 2001 (Cth) to remove any trading restrictions on the sale of shares issued by the Company prior to the Closing Date or otherwise under this Prospectus.

This Prospectus also relates to an offer of 7,465,565 fully paid ordinary shares (New Shares) in the Company @$0.115 per share to raise up to $858,539.98(Offer).

The Offer is not subject to the approval by the Company's Shareholders.

IMPORTANT NOTICE

This Prospectus is an important document and requires your immediate attention. It should be read in its entirety and in conjunction with the Company's disclosures including financial reporting available at https://www2.asx.com.au/markets/company/QGL. The most recent financial statements are the Annual Report for the year ending 30 June 2021, a copy of which is attached to this Prospectus.

If you have any questions about the securities being offered under this Prospectus or any other matter, you should consult your stockbroker, accountant or other professional adviser. The New Shares offered under this Prospectus should be considered speculative.

This is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth).

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Important Information

General

This Prospectus (Prospectus) is dated 30 November 2021 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates.

This Prospectus contains an Offer to potential investors to apply for New Shares in the Company. It does not contain all information which would be found in a prospectus or which may be required to make an informed investment decision regarding the New Shares offered under this Prospectus.

The expiry date for this Prospectus is the date which is 13 months after the date of this Prospectus (Expiry Date). No Applications for New Shares will be accepted nor will New Shares be issued on the basis of this Prospectus after the Expiry Date.

Transaction Specific Prospectus

This Prospectus is a transaction specific prospectus for the 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.

Representations made in this Prospectus should be read in the context of the Company's status as a "disclosing entity" for the purposes of the Corporations Act. Accordingly, certain matters may reasonably be expected to be known to investors and their professional advisers.

Nevertheless, this Prospectus contains important information and should be read in its entirety before deciding to apply for New Shares.

Investors should obtain professional investment advice

Potential investors should obtain professional investment advice before accepting the Offer. The information provided in this Prospectus and the accompanying Application Form is not a financial product nor financial product advice and has been prepared without considering any investor's investment objectives, financial circumstances or needs. The information contained in this Prospectus and the accompany Application Form should not be considered comprehensive or comprising all the information which a Shareholder may require to determine whether to apply for New Shares.

Disclaimer of representations

No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus. Any information or representation which is not contained in this Prospectus or disclosed by the Company pursuant to its continuous disclosure obligations may not be relied upon as having been authorised by the Company in connection with the issue of this Prospectus.

Overseas shareholders

This Prospectus has been prepared having regard to the Australian disclosure requirements. It does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The Offer is not being extended and New Shares will not be issued to investors with a registered address which is outside Australia. It is not practicable for the Company to comply with the securities laws of jurisdictions outside Australia having regard to the number of potential overseas investors, the number and value of New Shares being offered and the cost of complying with regulatory requirements in jurisdictions outside Australia.

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previous ASX code, VXL (specifically the reports released on 17 December 2014, 5 May 2015 and 15 May 2015 respectively).

Website

Any references to documents included on the Company's website at quantumgraphite.com are for convenience only, and none of the documents or other information available on the Company's website or filed with ASIC or ASX are incorporated by reference into this Prospectus.

Privacy Act

If you complete an Application Form, you will be providing personal information to the Company (directly or to the Share Registry). The Company collects, holds and uses that information to assess your Application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or the Share Registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

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. You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.