APC MINERALS LIMITED ACN 149 390 394 CLEANSING PROSPECTUS For an offer of up to 625 Shares at an issue price of $0.016 per Share to raise up to $10 (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 NOTICE This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered as highly speculative. IMPORTANT NOTICE This Prospectus is dated 11 December 2024 and was lodged with the ASIC on that date. The ASIC, ASX and their respective 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. No person is authorised to give information or to make any representation in connection with this Prospectus, 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 this Prospectus. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares offered by this Prospectus should be considered as highly speculative. Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Application Form. 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 and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company. Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult. No Investment Advice The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets your objectives, financial situation and needs. 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 the Company’s management. The Company cannot and does 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. These risk factors are set out in Section 4. 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. Continuous disclosure obligations The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Shares. This Prospectus 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. Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX. Please refer to Section 5.2 for further details. Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.apcminerals.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in i the Company, you must be an Australian resident and must only access this Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 8 9322 1003 during office hours or by emailing the Company at admin@apcminerals.com.au. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. Company Website No documents or other information available on the Company’s website is incorporated into this Prospectus by reference. Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Securities issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. Photographs and Diagrams Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Definitions and Time Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 7. All references to time in this Prospectus are references to Australian Western Standard Time. Privacy statement If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder. The information may also be used from time to time and disclosed to persons inspecting the register, including 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. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (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 for Shares, the Company may not be able to accept or process your Application. Enquiries If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer please call the Company Secretary on +61 8 9322 1003. ii CORPORATE DIRECTORY Directors Share Registry* Catherine Moises Non-Executive Chair Automic Registry Services Level 5 191 St Georges Terrace PERTH WA 6000 Matthew Shackleton Managing Director & CEO Jonathan Fisher Non-Executive Director Company Secretary Michael Fry Registered Office Level 14 QV1 Building 250 St Georges Terrace PERTH WA 6000 Telephone: 1300 288 664 Facsimile: +61 2 8583 3040 Legal Advisers Steinepreis Paganin Lawyers and Consultants Level 14 QV1 Building 250 St Georges Terrace PERTH WA 6000 Telephone: + 61 8 9322 1003 Email: admin@apcminerals.com.au Website: www.apcminerals.com.au *These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. iii TABLE OF CONTENTS 1. DETAILS OF THE OFFER ................................................................................................................... 1 2. PURPOSE AND EFFECT OF THE OFFER ............................................................................................ 4 3. RIGHTS AND LIABILITIES ATTACHING TO SHARES ......................................................................... 6 4. RISK FACTORS ................................................................................................................................. 8 5. ADDITIONAL INFORMATION ........................................................................................................ 16 6. DIRECTORS’ AUTHORISATION ...................................................................................................... 21 7. GLOSSARY .................................................................................................................................... 22 iv 1. DETAILS OF THE OFFER 1.1 Indicative Timetable ACTION DATE Lodgement of Prospectus with the ASIC and ASX 11 December 2024 Opening Date 11 December 2024 Issue of Shares under the GMG Agreement 11 December 2024 Closing Date* 5:00pm (WST) on 12 December 2024 Expected date for quotation of Shares issued under the Offer on ASX* 13 December 2024 * The Directors reserve the right to bring forward or extend the Closing Date at any time after the Opening Date without notice. As such, the date the Shares are expected to commence trading on ASX may vary with any changes in the Closing Date. 1.2 The Offer Pursuant to this Prospectus, the Company invites investors identified by the Directors to apply for up to 625 Shares at an issue price of $0.016 per Share, to raise up to $10 (before expenses). The Offer will only be extended and Application Forms will only be provided to specific parties on invitation from the Directors. All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 3 for further information regarding the rights and liabilities attaching to the Shares. 1.3 Background to the Offer On 23 July 2024, the Company entered into a binding agreement with the shareholders of Green Metals Group Pty Ltd (ACN 664 142 778) (Vendors) to purchase 100% of the fully paid ordinary shares in the capital of GMG (GMG Agreement). The terms of the GMG Agreement are set out in the Company’s announcement dated 24 July 2024 and notice of annual general meeting dated 28 October 2024. On 27 November 2024, the Company received Shareholder approval to issue 16,700,000 Shares (on a pre-Consolidation basis) as part consideration pursuant to the GMG Agreement. 1.4 Objective The Company is not currently able to issue a cleansing notice under section 708A(5) of the Corporations Act due to its Shares having been suspended from trading on ASX for more than 5 trading days within the last 12 months. Accordingly, the Company is required to issue this Prospectus is to remove any on-sale restrictions that may affect Shares issued prior to the Closing Date (including prior to the date of this Prospectus) Relevantly, section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if: (a) the relevant securities are in a class of securities that are quoted securities of the body; and (b) either: (i) a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or 1 (ii) (c) 1.5 a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities. Application for Shares Applications for Shares under the Offer must be made by investors at the direction of the Company. Application Forms for the Offer will only be provided to specific parties on invitation from the Directors. Payment for the Shares must be made in full at the issue price of $0.016 per Share. Completed Application Forms must be mailed or delivered to the address set out on the Application Form by no later than 5:00pm (WST) on the Closing Date. 1.6 Minimum subscription There is no minimum subscription. 1.7 Oversubscriptions No oversubscriptions will be accepted by the Company. 1.8 Underwriting The Offer is not underwritten. 1.9 Issue of Shares As noted in Section 1.4, the primary purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company without disclosure under Chapter 6D of the Corporations Act prior to the Closing Date (including prior to the date of this Prospectus). If the Directors decide to issue Shares under this Prospectus, the issue of Shares under the Offer will be issued in accordance with the ASX Listing Rules and will take place as soon as practicable after the Closing Date. Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all Application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest. The Directors will determine the recipients of all the Shares. The Directors reserve the right to reject any Application Form or to allocate any Applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, the surplus monies will be returned by cheque as soon as practicable after the Closing Date. Where no issue of Shares is made, the amount tendered on Application will be returned in full by cheque as soon as practicable after the Closing Date. Interest will not be paid on monies refunded. The Company’s decision on the number of Shares to be allocated to an Applicant will be final. Holding statements for Shares issued under the Offer will be mailed as soon as practicable after the issue of Shares as soon as practicable after their issue. 1.10 ASX listing Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of three months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all Application monies for the Shares within the time prescribed under the Corporations Act, without interest. 2 The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription. 1.11 Applicants outside Australia The distribution of this Prospectus outside Australia 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 constitutes a violation of those laws. The Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an Application to take up Shares on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained. 3 2. PURPOSE AND EFFECT OF THE OFFER 2.1 Purpose of the Offer The purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares issued by the Company prior to the Closing Date (including prior to the date of this Prospectus). Under the Offer, an amount of approximately $10 (before expenses) may be raised. The funds raised from the Offer will be applied towards the expenses of the Offer. Refer to Section 5.8 of this Prospectus for further details relating to the estimated expenses of the Offer. 2.2 Effect on capital structure The effect of the Offer, as well as the issue of the 417,500 Shares (on post-Consolidation basis), on the capital structure of the Company is set out below. Shares1 NUMBER Shares currently on issue Shares offered pursuant to the GMG Agreement2 101,755,601 417,500 Shares offered under this Prospectus Total Shares on issue after completion of the Offer3 625 102,173,726 Notes: 1. The rights and liabilities attaching to the Shares are summarised in Section 3 of this Prospectus. 2. Further details of the Shares and GMG Agreement are set out in Section 1.3 and the notice of annual general meeting date 28 October 2024. The 417,500 Shares are equal to 16,700,000 Shares on a pre-Consolidation basis. 3. This assumes the Offer is fully subscribed and no Options are exercised or Performance Rights converted prior to the Closing Date. Options NUMBER Quoted Options currently on issue1 91,625,039 Unquoted Options currently on issue2 2,885,220 Options offered under the Offer Total Options on issue after completion of the Offer 94,510,259 Notes: 1. Exercisable at $0.06 expiring on 19 April 2027. 2. Exercisable at $1.44, expiring on 21 March 2025. Performance Rights NUMBER Unquoted Performance Rights currently on issue Performance Rights offered under the Offer Total Performance Rights on issue after completion of the Offer 2.3 4,500,002 4,500,002 Financial effect of the Offer After expenses of the Offer of approximately $4,706, there will be no proceeds from the Offer. The expenses of the Offer (exceeding $10) will be met from the Company’s existing cash reserves. 4 As such, the Offer will have an effect on the Company’s financial position, being receipt of funds of $10 less costs of making the Offer of approximately $4,706. 5 3. RIGHTS AND LIABILITIES ATTACHING TO SHARES The following is a summary of the more significant rights and liabilities attaching to Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice. Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours. (a) General meetings Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company. The Company’s constitution permits the use of technology at general meetings of shareholders (including wholly virtual meetings) to the extent permitted under the Corporations Act, ASX Listing Rules and applicable law. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company. (b) Voting rights Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders: (c) (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative; (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one (1) vote; and (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by them, or in respect of which they are appointed a proxy, attorney or representative, have one (1) vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited). Dividend rights Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.. The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied. Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law 6 be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares. (d) Winding-up If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability. (e) Shareholder liability As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture. (f) Transfer of shares Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules. (g) Future increase in capital The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine. (h) Variation of rights Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters (75%) of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class. (i) Alteration of Constitution In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters (75%) of Shareholders present and voting at the general meeting. In addition, at least 28 days’ written notice specifying the intention to propose the resolution as a special resolution must be given. 7 4. RISK FACTORS 4.1 Introduction The Shares offered under this Prospectus should be considered as highly speculative and an investment in the Company is not risk free. The Directors strongly recommend that prospective investors to consider the risk factors set out in this Section 4, together with information contained in this Prospectus. The future performance of the Company and the value of the Shares may be influenced by a range of factors, many of which are largely beyond the control of the Company and the Directors. The key risks associated with the Company’s business, the industry in which it operates and general risks applicable to all investments in listed securities and financial markets generally are described below. The risks factors set out in this Section 4, or other risk factors not specifically referred to, may have a materially adverse impact on the performance of the Company