Leigh Creek Energy : Share Purchase Plan Offer Booklet

For personal use only

Leigh Creek Energy Limited

ACN 107 531 822

Share Purchase Plan Offer

The Offer closes at 5pm (CDT) on 7 February 2022

This is an important document and should be read in its entirety.

This document has been prepared by Leigh Creek Energy Limited. The Offer is an initiative that provides Eligible Shareholders with the opportunity to purchase additional Leigh Creek Energy Limited Shares without brokerage and transaction costs.

The Offer does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. Accordingly, before making a decision whether or not to accept the Offer, you should consult your financial or other professional adviser.

This document is not a prospectus or other disclosure document under the Corporations Act.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR FOR THE BENEFIT OF US PERSONS

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For personal use only

Letter to Shareholders

17 January 2022

Dear Shareholder,

Leigh Creek Energy Limited Share Purchase Plan Offer

On behalf of the Directors of Leigh Creek Energy Limited (LCK or the Company), I am pleased to offer you the opportunity to participate in the Company's Share Purchase Plan (SPP). Under the SPP you can acquire up to A$30,000 worth of new fully paid ordinary shares in Company (New Shares) without paying any brokerage or other charges.

Under the SPP, eligible shareholders may elect to apply to purchase a parcel of shares with a dollar amount totalling $2,000, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000.

Shareholders participating in the SPP will be able to purchase Shares at an issue price of A$0.15 per Share which represents a:

• 6.25% discount to the closing price on ASX of the Shares on 10 January 2022, being the last day before the SPP was announced; and
• 13.44% discount to the volume-weighted average price of Shares calculated over the last five trading days preceding the date the SPP was first announced, being 11 January 2022.

The Company is targeting to raise up to approximately $5,000,000 under the SPP. However, LCK may decide to accept applications (in whole or in part) that result in the SPP raising more or less than that target amount at its absolute discretion and within the limits prescribed by the ASX Listing Rules.

Funds raised under the SPP will be used to progress the development of the Company's flagship Leigh Creek Urea Project (LCUP) through the next phases of the commercial pathway. Funds will also be used to undertake business development activities, along with general corporate activities and for general working capital.

Participation in the SPP is optional and is open to shareholders who were registered as holders of Shares at 5pm (CDT) on 10 January 2022 (Record Date) and whose registered address is in Australia or New Zealand.

The offer to participate in the SPP will open on 17 January 2022 and will remain open until 5pm (CDT) on 7 February 2022. The Company reserves the right to extend the closing date for applications without notice.

Full details of the SPP and how to participate are contained in the Terms and Conditions accompanying this document which I encourage you to read and consider carefully.

Thank you for your continued support of the Company.

Yours sincerely,

Justyn Peters

Chairman

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For personal use only

Leigh Creek Energy Limited

Terms and Conditions of the Share Purchase Plan

This document sets out the Terms and Conditions of the Leigh Creek Energy Limited Share Purchase Plan and is binding on any Eligible Sharheolder completing and lodging an Application Form or making payment by BPay.

1. Frequently asked questions

Set out below are answers to some key questions that you may have about the Plan. This table is qualified and should be read in conjunction with the remaining Terms and Conditions described in this document.

What is the Offer?	This share purchase plan is a means by which Eligible Shareholders may subscribe for up
	to $30,000 worth of New Shares without brokerage or other transaction costs. New Shares
	issued under the Offer will rank equally with other Shares as at the date of issue, and will be
	able to be traded on ASX (subject to ASX granting quotation of the New Shares).
	The Company is targeting to raise up to approximately $5,000,000 under the Offer. However,
	the Company may decide to accept applications (in whole or in part) that result in the SPP
	raising more or less than the target amount at its absolute discretion, subject to the limits
	prescribed in the ASX Listing Rules.
Who is eligible to	Shareholders with a registered address in either Australia (and its external territories) or New
participate in the	Zealand as at 5pm (CDT) on Monday, 10 January 2022 are eligible to participate in the Offer,
Offer?	provided that such shareholder is not in the United States and is not, and is not acting for the
	account or benefit of, a US Person.
	You must ensure that your application would not result in a breach of the Foreign Acquisitions
	and Takeovers Act. If you are a 'foreign person' within the meaning of the Foreign
	Acquisitions and Takeovers Act it is recommended that you seek legal advice before applying
	(bearing in mind the temporary changes to the foreign investment regime in Australia).

Do I have to participate	No. Participation is voluntary. If you do not wish to participate in the Offer, you do not need
in the Offer?	to do anything, and the Offer will lapse at 5pm (CDT) on 7 February 2022 (Closing Date)
	unless extended in accordance with the Terms and Conditions.
Can a third party	No. The Offer is non-renounceable and cannot be transferred.
participate in the Offer
in my place?
How much can I invest	The maximum investment under the Offer is $30,000. You may apply to purchase a parcel
under the Offer?	of $2,000, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000 worth of New Shares.
	The number of New Shares is rounded up to the nearest whole number after dividing the
	dollar amount by the Offer Price.
What is the issue price	Shareholders participating in the SPP will be able to purchase Shares at an issue price of
of New Shares under	A$0.15 per Share which represents a:
• 6.25% discount to the closing price on ASX of the Shares on 10 January 2022,
the Offer
being the last day before the SPP was announced; and
	• 13.44% discount to the volumte-weighted average price of Shares calculated over
	the last five trading days preceding the date the SPP was first announced, being 11
	January 2022.
	The Shares of the Company are a speculative investment, and the price of the Shares might
	rise or fall between the date of this Offer and the date the Shares are issued. This means
	that the price paid for a Share under the SPP may be greater or less than the price of Shares
	at the time they are issued to Eligible Shareholders and affect the actual number of Shares
	to be issued to each applicant pursuant to the SPP.

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How do I apply for New Shares under the Offer?

If you wish to participate in the Offer, you need to pay via BPAY

To pay via BPAY® you will need to:

• be an account holder with an Australian financial institution;
• use the personalised reference number shown on your Application Form, which is required to identify your holding; and
• ensure that your payment is received by Computershare before 5.00pm (CDT) on the Closing Date of 7 February 2022 (Closing Date).

Payments made by BPay® received after 5.00pm (CDT) on the Closing Date of 7 February 2022 will not be accepted unless the Closing Date for the SPP is extended.

If paying via Bpay®, you do not need to complete and submit the Application Form but you will be taken to have made the statements and certifications on the Application Form. Please note that your financial institution may implement earlier cut-off times with regards to electronic payment. Please take this into consideration when making payment via Bpay®.

For personal use

Are there any other	Please read the full Terms and Conditions carefully, as you will be bound by them in
terms and conditions	participating in the Offer. Shareholders accepting the Offer will also be bound by the
attached to the Offer?	constitution of the Company.
What is the maximum	The maximum investment for each shareholder is $30,000. You may not apply for more than
investment for each	$30,000 of New Shares in aggregate under the Offer, even though you may receive more
shareholder?	than one offer, or offers in more than one capacity, under the Offer.
How many shares will I	You may apply for a parcel of New Shares with one of the application amounts set out in
receive?	clause 8 of the Terms and Conditions.
	In the absence of the Company exercising its right to scale back your entitlement (see clause
	12 of the Terms and Conditions), the number of New Shares to be issued to you will be
	calculated by dividing your chosen application amount by the Offer Price, with any resulting
	fractions of a New Share being rounded up to the nearest whole number of Shares.
When will I receive my	New Shares are expected to be issued on 11 February 2022 (Issue Date).
shares?
When can I trade	You can trade your New Shares after the Issue Date. However, given the possibility that
allocated shares?	applications may be scaled back, you should confirm your holding on or after the Issue Date
	before trading any New Shares you believe you have acquired under the Offer.
Is the Offer	No the offer is not subject to any underwriting agreement.
underwritten?
Foreign persons	If you are an Eligible Shareholder and also a 'foreign person' within the meaning of the
Foreign Acquistions and Takeover Act (or you act on behalf of a 'foreign person') you must
	ensure any application made by you complies with the Foreign Acquistions and Takeover
	Act. If you are a 'foreign person' it is advisable that you seek legal advice in relation to this,
	particularly given the temporary changes to the foreign investment framework that currently
	apply in Australia.

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For personal use only

1. Offer
   2.1. The Offer entitles eligible shareholders of the Company to apply to purchase up to $30,000 worth of New Shares through this share purchase plan.
2. Key dates

Event	Date
Record Date	5pm (CDT) Monday, 10 January 2022
Announce SPP and lodgement of Appendix 3B	Tuesday, 11 January 2022
SPP Offer Documents mailed to Eligible	Monday, 17 January 2022
Shareholders and release on the ASX
Opening Date	Monday, 17 January 2022
Closing Date	Monday 5pm (CDT), 7 February 2022
Issue Date of Shares and lodgement of Appendix 2A	Friday, 11 February 2022
with the ASX

The timetable is indicative only and the Company may, at its discretion, vary any of the above dates (other than the Record Date) by making an announcement to ASX.

4. Eligibility to participate

1. You are eligible to participate in the Offer if you were a registered holder of Shares at 5pm (CDT) on 10 January 2022 (Record Date) with a registered address in Australia (and its external territories) or New Zealand, unless:

1. you hold Shares on behalf of another person who resides outside Australia (and its external territories) or New Zealand; or
2. you are, or are acting for the account or benefit of, a US Person.

1. The Company has determined that it is either unlawful or impracticable for holders of Shares with registered addresses in jurisdictions outside Australia (and its external territories) and New Zealand to participate in the Offer.
2. If you are the only registered holder of a holding of Shares, but you receive more than one offer (for example, due to multiple registered holdings), you may only apply for a maximum of $30,000 of New Shares in aggregate under the Offer.
3. Joint holders of Shares will be taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification under clause 9.1(k) by one joint holder will be effective in respect of the other joint holder(s).
4. If you are a Custodian for a beneficiary or beneficiaries, you may apply for one maximum parcel of New Shares for each beneficiary (or if you are a Custodian for two or more joint beneficiaries, for each such holding as if it was held by a single person). Further information in relation to how Custodians may apply for New Shares is set out in clause 9.2.
5. Directors and employees of the Company who hold Shares may be Eligible Shareholders. The Directors of the Company intend to participate in the Plan.
6. If you are an Eligible Shareholder and also a 'foreign person' within the meaning of the Foreign Acquistions and Takeover Act (or you act on behalf of a 'foreign person') you must ensure any application made by you complies with the Foreign Acquistions and Takeover Act. If you are a 'foreign person' it is advisable that you seek legal advice in relation to this, particularly given the temporary changes to the foreign investment framework that currently apply in Australia.

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