Redcastle Resources : Cleansing Prospectus

REDCASTLE RESOURCES LIMITED ACN 096 781 716

CLEANSING PROSPECTUS

For an offer of up to 10,000 Options at an issue price of $0.001 per Option to raise up to $10 (before costs) (New Options) (Offer). The New Options are exercisable at $0.032 each on or before 8 September 2025.

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 Options 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 New Options offered by this Prospectus should be considered highly speculative.

TABLE OF CONTENTS

• 1. CORPORATE DIRECTORY .......................................................................................... 1

• 2. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES ................................... 2

• 3. DETAILS OF THE OFFER .............................................................................................. 5

• 4. PURPOSE AND EFFECT OF THE OFFER ....................................................................... 8

• 5. RIGHTS ATTACHING TO NEW OPTIONS AND XCEL OPTIONS .................................. 9

• 6. RISK FACTORS ........................................................................................................ 13

• 7. ADDITIONAL INFORMATION .................................................................................. 21

• 8. DIRECTORS' AUTHORISATION ................................................................................ 29

• 9. GLOSSARY .............................................................................................................. 30

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• 1. CORPORATE DIRECTORY

  Directors	Registered Office
  Jeremy King	Suite 2, Level 1
  Non-Executive Chairman	1 Altona Street
  WEST PERTH WA 6005
  Trevor Dixon
  Technical Director	Telephone: +61 8 6559 1792
  Facsimile: +61 8 9481 4950
  Patrick Holywell	Email:admin@redcastle.net.au
  Non-Executive Director
  Website:https://redcastle.net.au/
  Company Secretary
  Solicitors to the Company
  Sarah Smith
  Steinepreis Paganin
  ASX Code	Level 4, The Read Buildings
  16 Milligan Street
  RC1	PERTH WA 6000
  Share Registry	Auditor1
  Automic Registry Services	BDO Audit (WA) Pty Ltd
  Level 2	38 Station Street
  267 St Georges Terrace	SUBIACO WA 6008
  PERTH WA 6000

• 1. The auditor has been included for information purposes only. They have not been involved in the preparation of this Prospectus.

• 2. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

• 2.1 Indicative Timetable

  Action	Date
  Lodgement of Appendix 3B regarding the Xcel Options with ASX	5 April 2022
  Lodgement of Prospectus with ASIC and ASX	20 April 2022
  Opening Date	20 April 2022
  Expected date of Official Quotation of the Xcel Options	21 April 2022
  Closing Date*	22 April 2022
  Issue date and expected date of Official Quotation of the New Options	26 April 2022

  * 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 New Options to applicants.

• 2.2 Important Notes

  This Prospectus is dated 21 April 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 New Options 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 New Options 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.

  The Company is relying on ASIC relief (ASIC Corporations (Offers of Convertibles) Instrument 2016/83) to allow the use of a transaction specific prospectus in accordance with Section 713 of the Corporations Act as the Shares which underly the New Options satisfy the requirements in s713 for continuously quoted securities.

• 2.3 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 New Options under this Prospectus.

• 2.4 Risk factors

  Potential investors should be aware that subscribing for New Options 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 New Options 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 New Options pursuant to this Prospectus.

• 2.5 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 New Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.

• 2.6 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.

• 2.7 Forward-looking statements

  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.

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