Share Purchase Plan Prospectus

METEORIC RESOURCES NL

For personal use only

ABN 64 107 985 651

PROSPECTUS

For the offer to each Eligible Shareholder to subscribe for up to $30,000 of New Shares at an issue price of $0.017 each to raise up to $1,020,000 before costs with 1 free attaching New Option for every 5 New Shares issued, exercisable at $0.024 on or before 28 May 2023 (SPP).

This is also a compliance prospectus for the issue of 1,000 New Options to selected investors at an issue price of $0.001 per New Option to raise $1 to facilitate secondary trading of the New Options (Cleansing Offer).

The Offer is fully underwritten.

Underwriter

CPS Capital Group Pty Ltd

Important Notice

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth). If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Prospectus should be considered speculative.

Important Information

General

This Prospectus is dated 10 November 2021 and was lodged with ASIC on that date. Neither ASIC nor ASX take any onlyresponsibility for the contents of this Prospectus or the merits of

the investment to which this Prospectus relates.

This Prospectus is a transaction specific prospectus for an offer of 'continuously quoted securities' (as defined in the Corporations Act) and options to acquire continuously quoted securities. It 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 or "full form" prospectus. In preparing this Prospectus, regard has been had to the fact that the Company is a 'disclosing entity' for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers.

useNew Securities will not be issued on the basis of this Prospectus later than 13 months after the Prospectus Date.

Electronic prospectus

This Prospectus may be viewed in electronic form at www.meteoric.com.auby Australian and New Zealand investors only. The electronic version of this Prospectus is provided for information purposes only. A paper copy of the Prospectus may be obtained free of charge on request during the relevant Offer

Period by contacting the Company. The information on the personalCompany's website does not form part of this Prospectus.

Risk factors

Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors are set out in Section 4 of this Prospectus. These risks together with other general risks applicable to all investments in quoted securities not specifically referred to, may affect the value of the Company's Securities in the future. An investment in the Company should be considered speculative. Investors should consider these risk factors in light of personal circumstances and should consider consulting their professional advisers before deciding whether to apply for New Securities pursuant to this Prospectus.

Overseas Applicants

This Prospectus is not, and is not intended to constitute, an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue.

By applying for New Securities, including by submitting an Application Form or making a payment using BPAY® an Applicant represents and warrants that there has been no breach of such laws.

ForThe distribution of this Prospectus and accompanying Application Forms (including electronic copies) outside Australia and New Zealand may be restricted by law and persons who come into possession of these documents should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liability to such persons. Please refer to Section 2.5 for further information.

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including the ASX website at www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offer. 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. 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 in the Company or subscribe for New Securities.

The Company has not authorised any person to give any information or make any representation in connection with an Offer which is not contained in this Prospectus. Any such extraneous information or representation may not be relied upon as having been authorised by the Company in connection with this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements that have been based on current expectations about future acts, events and circumstances, such as 'intends', 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These forward-looking statements are subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward- looking statements.

Accordingly, 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. Further, except during an Offer Period and otherwise as required by law, the Company may not update or revise any forward-looking statement if events subsequently occur or information subsequently becomes available that affects the original forward-looking statement.

Applications

Applications for New Securities offered by this Prospectus can only be made on an original Application Form accompanying this Prospectus. Please read the instructions in this Prospectus and on the accompanying Application Forms regarding the acceptance of an Offer.

By returning an Application Form, lodging an Application Form with a stockbroker or otherwise arranging for payment of New Securities in accordance with the instructions on the Application Form, an Applicant acknowledges that they have received and read this Prospectus, acted in accordance with the terms of the Offer to which the Application Form relates and agree to all of the terms and conditions as detailed in this Prospectus.

Meaning of terms

Capitalised terms and certain other terms used in this Prospectus are defined in the Glossary in Section 9.

References to $, A$, AUD, or dollar are references to Australian currency, unless otherwise stated.

References to time relate to the time in Perth, Western Australia, unless otherwise stated.

For personal use only

CONTENTS
LETTER TO SHAREHOLDERS...............................................................................................................	3
1.	DETAILS OF THE OFFER........................................................................................................	4
2.	APPLICATIONS FOR NEW SECURITIES ...............................................................................	8
3.	EFFECT OF THE OFFER AND PLACEMENT .......................................................................	12
4.	RISK FACTORS .....................................................................................................................	15
5.	RIGHTS AND LIABILITIES ATTACHED TO NEW SECURITIES ..........................................	23
6.	CONTINUOUS DISCLOSURE DOCUMENTS........................................................................	24
7.	ADDITIONAL INFORMATION................................................................................................	25
8.	DIRECTORS' STATEMENT ...................................................................................................	28
9.	GLOSSARY OF TERMS.........................................................................................................	29

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KEY OFFER INFORMATION

For personal use only

Indicative timetable

Event			Target Date
Record Date for determining Shareholders' entitlements to		2 November 2021
participate in the SPP
Announcement of SPP		3 November 2021
Lodgement of Prospectus with ASIC and ASX		10 November 2021
Despatch of Prospectus		16 November 2021
Opening Date of SPP and Cleansing Offer		16 November 2021
Closing Date of SPP and Cleansing Offer		8 December 2021
Announcement of results of SPP		13 December 2021
Issue of Securities under the SPP and Cleansing Offer		15 December 2021
Despatch of Holding Statements for Securities under the SPP		15 December 2021
and Cleansing Offer
ASX quotation of New Securities under SPP (anticipated)		16 December 2021

Note: The above dates are indicative only and subject to change. The Company may vary these dates without notice, including whether to close an Offer early, extend an Offer, or accept late Applications, either generally or in particular cases. Investors who wish to submit an Application and subscribe for Securities under an Offer are encouraged to do so as soon as possible after the Offer open as the Offer may close at any time without notice.

Key SPP Offer details

Offer		Details
Price per New Share under the SPP		$0.017
New Shares offered under the SPP		60,000,000
New Options offered under the SPP		12,000,000
Cash proceeds of the SPP (before costs)		$1,020,000

Note: The figures in the table above assume full subscription under the SPP Offer.

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For personal use only

LETTER TO SHAREHOLDERS

Dear Shareholder,

RE: INVITATION TO PARTICIPATE IN SECURITIES PURCHASE PLAN

On behalf of the Board of Meteoric Resources NL ("Meteoric" or "the Company") it gives me great pleasure to invite Eligible Shareholders to participate in a securities purchase plan ("SPP") to acquire New Shares and New Options in the Company at a price of $0.017 per Share.

The SPP is being conducted as part of a wider funding exercise to raise up to $2,720,000, comprising the $1,020,000 SPP and a Placement of $1,700,000.

Funds raised from this funding exercise will be used to complete a scoping study at the Juruena Gold Project in Brazil and to undertake preliminary studies for open pit and underground mining at the Palm Springs Gold Project in Western Australia along with further exploration, and for general working capital purposes.

The SPP gives Eligible Shareholders the opportunity to increase their Meteoric shareholding without paying brokerage fees or other transaction costs, irrespective of the size of your holding. Eligible Shareholders can purchase up to $30,000 worth of Shares at $0.017 per New Share with 1 free attaching New Option for every 5 New Shares subscribed for, exercisable at $0.024 on or before 28 May 2023.

All the details pertaining to the SPP are contained in this Prospectus. Please read this Prospectus carefully before deciding whether or not to invest. An investment in the Company contains specific risks which you should consider before making that decision. A non-exhaustive list of risk factors relevant to an investment in the Company is set out in Section 4. If there is any matter on which you require further information, you should consult your stockbroker, accountant or other professional advisor.

We firmly believe Meteoric has a bright future. We look forward to the ongoing support of all Shareholders as we continue on this exciting journey.

Yours sincerely,

Patrick Burke

Non-Executive Chairman

METEORIC RESOURCES NL

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