Eclipse Metals : Options Entitlement Issue Prospectus

Eclipse Metals Limited

ACN 142 366 541

Entitlement Issue

Prospectus

For a pro-ratanon-renounceable entitlement issue of one (1) Option for every ten (10) Shares held by those Shareholders registered at the Record Date at an issue price of $0.002 per Option to raise up to $382,791 (before costs of the offer) being up to approximately 191,395,687 Options (Offer).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Options being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. This document may not be distributed in the United States.

The Options offered by this Prospectus should be considered as speculative.

Corporate Directory

Directors

Carl Popal

Ibrar Idress

Rodney Dale

Company Secretary

Matthew Foy

Solicitors

Nova Legal

Level 2, 50 Kings Park Road

West Perth WA 6005

ASX Code

EPM

Registered Office and Principal Place of Business

C/- Liberty Group 'Company Secretary'

Level 3, 1060 Hay Street

WEST PERTH WA 6005

Share Registry*

Automic Registry Services

Level 5

126 Phillip Street

Sydney NSW 2000

GPO Box 5193

Sydney NSW 2001

Auditor*

Stantons International

Level 2, 1 Walker Avenue

WEST PERTH WA 6005

* These parties have no involvement in the preparation or issue of this Prospectus. Their names appear for information purposes only.

Contents

Indicative Timetable.........................................................................................................................	1
Important Notes ...............................................................................................................................	2
1.	Details of the Offer ...............................................................................................................	4
2.	Purpose and Effect of the Offer ..........................................................................................	8
3.	Rights and Liabilities Attaching to Securities .................................................................	10
4.	Risk Factors........................................................................................................................	14
5.	Additional Information .......................................................................................................	19
6.	Directors' Authorisation ....................................................................................................	26
7.	Glossary ..............................................................................................................................	27

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Indicative Timetable

Lodgement of Appendix 3B and offer document with ASX	17 August 2021
Lodgement of Prospectus with ASIC	17 August 2021
Shares quoted on an "ex" basis	19 August 2021
Record Date for determining entitlements	20 August 2021
Offer document and Entitlement and Acceptance Form despatched	25 August 2021
to Eligible Shareholders
Entitlement Offer Opening Date	25 August 2021
Entitlement Offer Closing Date*	10 September 2021
Anticipated date for issue of New Options / lodgement of Appendix	17 September 2021
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• This timetable is indicative only and subject to the Corporations Act and the ASX Listing rules, the Company reserves the right to change the above dates. The Directors may extend the Closing Date by giving at least 3 Business Days' notice to ASX prior to the Closing Date. As such the date the Options are expected to commence trading on ASX may vary.

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Important Notes

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisers. The Options the subject of this Prospectus should be considered highly speculative.

This Prospectus is dated 17 August 2021 (Prospectus) and a copy of this Prospectus was lodged with the ASIC on that date.

The ASIC and ASX take no responsibility for the content of this Prospectus.

The expiry date of the Prospectus is 13 months after the date the Prospectus was lodged with the ASIC. No Options will be issued on the basis of this Prospectus after the expiry date.

No person is authorised to give information or to make any representation in connection with 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 this Prospectus.

Applications for Options offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

The distribution of this Prospectus in jurisdictions 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. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

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 reserves the right not to accept an Entitlement and Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic Entitlement and Acceptance 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.

This Prospectus contains forward-looking statements which are identified by words such as 'could', 'believes', 'may', '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, and its Directors and 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

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