Niuminco : Option Placement Prospectus

NIUMINCO GROUP LIMITED ACN 009 163 919‌‌‌‌‌‌‌‌‌‌‌‌ PROSPECTUS‌‌‌‌

For an offer of:‌

1. up to 150,000,000 free New Options, on the basis of one (1) New Option for every one (1) Share subscribed for by Investors in the Placement (Placement Options Offer);‌

2. 10,000,000 New Options to Patersons Securities Limited (or its nominee) (Broker Options Offer); and

3. up to 10,000 Shares at an issue price of $0.004 per Share to raise up to $40 (before expenses) 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 (Cleansing Offer),‌‌

(together, the Offers).

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 Securities offered by this Prospectus should be considered highly speculative.‌

T A B LE O F CO N TEN T S

1. CORPORATE DIRECTORY 1
2. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES 2
3. DETAILS OF THE OFFERS 5
4. PURPOSE AND EFFECT OF THE OFFERS 9
5. RIGHTS ATTACHING TO SECURITIES 13
6. RISK FACTORS 18
7. ADDITIONAL INFORMATION 24
8. DIRECTORS' AUTHORISATION 31
9. GLOSSARY 32

1. CORPORATE DIRECTORY

   Directors Tracey Lake Managing Director Ian Plimer Chairman and Non-Executive Director Mark Ohlsson Executive Director	Registered Office Suite 50 14 Narabang Way Belrose NSW 2085 Telephone: + 61 2 9450 0828 Facsimile: [phone] Email: [e-mail] Website: www.niuminco.com.au ASX Code NIU
   Company Secretary Mark Ohlsson Lead Manager to the Placement Options Offer Patersons Securities Limited Level 23, Exchange Tower 2 The Esplanade Perth WA 6000	Share Registry1 Security Transfer Australia Pty Ltd Suite 511, The Trust Building 155 King Street Sydney NSW 2000 Telephone: [phone] Facsimile: [phone] Solicitors Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

2. This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only.

4. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES
5. Indicative Timetable

   Action	Date*
   Lodgement of Prospectus with the ASIC and ASX	2 March 2017
   Opening Date	2 March 2017
   Closing Date	9 March 2017
   Despatch of Holding Statements in respect of the Offers	10 March 2017
   Expected Quotation of New Options and Shares under the Offers	13 March 2017

   * 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 Securities to Applicants.

6. Important Notes

   This Prospectus is dated 2 March 2017 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

   No Securities 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 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.

   The Offers are only available to those who are personally invited to accept the Offers. Applications for Securities 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.

7. Investment Advice

8. 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 Securities under this Prospectus.