Despatch of Entitlement Offer Booklet

For personal use only

ASX Announcement

11 November 2021

DESPATCH OF ENTITLEMENT OFFER BOOKLET

Ora Gold Limited (ASX:OAU) wishes to confirm that the Entitlement Offer Booklet including the Entitlement and Acceptance Form in respect to the 1 (one) for 6 (six) pro rata non-renounceable offer to raise approximately $1.4 million (before costs) announced to ASX on 2 November 2021 will be despatched today to eligible shareholders in accordance with the Entitlement Offer indicative timetable.

This announcement has been authorised for release to the market by the Company Secretary, Frank DeMarte.

For further information contact:

Mr Frank DeMarte Company Secretary [phone]

Ora Gold Limited | ABN: 74 950 465 654 | Level 2, 47 Stirling Highway, Nedlands, WA 6009 | PO Box 333, Nedlands, WA 6909

www.ora.gold| [e-mail]| Tel: [phone]

For personal use only

Ora Gold Limited

Entitlement Offer Booklet

1 (one) for 6 (six) pro rata non-renounceable entitlement offer of Ora Gold Limited ordinary shares at $0.01 per New Share

Entitlement Offer closes: 5.00pm (Perth time) on Friday, 26 November 2021

If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. This document is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission. You should consult your stockbroker, solicitor, accountant or other professional adviser if you have any questions.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

For personal use only

Contents			Page
Chairman's letter	1
Summary of the Entitlement Offer	2
Key dates		2
1	Summary of alternatives available to you	3
2	How to apply	4
	2.1	Overview	4
	2.2	Use of funds	4
	2.3	Entitlement Offer	4
	2.4	Your Entitlements	5

2.5 Consider the Entitlement Offer carefully in light of your

		particular investment objectives and circumstances	5
	2.6	Alternatives available to you	5
	2.7	Taking up all or part of your Entitlements	5
	2.8	Do nothing and let your Entitlements lapse	6
	2.9	Ineligible Shareholders	6
	2.10	Shortfall	6
	2.11	Offer Booklet availability	6
	2.12	Payment	7
	2.13	Payment by BPAY or EFT	7
	2.14	Entitlement and Acceptance Form is binding	8
	2.15	Brokerage and stamp duty	10
	2.16	Notice to nominees and custodians	10
	2.17	Withdrawal of the Entitlement Offer	11
	2.18	Enquiries	11
3	Risks		12
	3.1	Risks specific to the Entitlement Offer	12
	3.2	Risks specific to the Company	12
	3.3	General Risks	15

Ora Gold Limited - Offer Booklet 2021

For personal use only

	3.4	Investment Speculative	17
4	Additional information	18
	4.1	Eligibility of Shareholders	18
	4.2	Rights issue exception not available	18
	4.3	Ranking of New Shares	18
	4.4	Allotment	18
	4.5	Reconciliation	19
	4.6	Rounding of Entitlements	19
	4.7	Effect of the Entitlement Offer on control	19
	4.8	Continuous disclosure	19
	4.9	Sponsoring broker agreement	20
5	Definitions	21
6	Corporate information	23

Ora Gold Limited - Offer Booklet 2021

For personal use only

IMPORTANT NOTICES

This Offer Booklet is dated 11 November 2021 and relates to the Entitlement Offer, which is part of the Entitlement Offer by Ora Gold Limited (ACN 950 465 654) (Ora Gold) to raise approximately A$1.4 million. Capitalised terms in this Section have the meaning given to them in this Offer Booklet.

This Offer Booklet has been issued by Ora Gold.

The Entitlement Offer is made pursuant to section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) (as notionally modified by ASIC Corporations (Non- Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73). This Offer Booklet is not a prospectus or a product disclosure statement under the Corporations Act and has not been lodged with ASIC. This Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus or product disclosure statement. As a result, it is important for you to read and understand the publicly available information on Ora Gold and the Entitlement Offer (for example, the information available on Ora Gold's website at www.ora.gold or on ASX's website at www.asx.com.au) prior to deciding whether to accept your Entitlement and apply for New Shares. The information in this Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

Please contact your professional adviser if you have any questions.

This Offer Booklet should be read in its entirety (including the accompanying Entitlement and Acceptance Form) before you decide to participate in the Entitlement Offer. In particular Section 3 of this Offer Booklet details important factors and risks that could affect the financial and operating performance of Ora Gold. When making an investment decision in connection with the Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues.

In addition to reading this Offer Booklet in conjunction with Ora Gold's other periodic and continuous disclosure announcements, you should conduct your own independent review, investigations and analysis of Ora Gold and the New Shares and obtain any professional advice you require to evaluate the merits and risks of an investment in Ora Gold before making any investment decision.

By paying for your New Shares through BPAY® or EFT (for Eligible Shareholders in New Zealand only) in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance with and agree to the terms of the Entitlement Offer detailed in this Offer Booklet.

No overseas offering

This Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer Booklet does not constitute an offer to Ineligible Shareholders.

This Offer Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Offer Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for Ora Gold to lawfully receive your Application Monies.

New Zealand

The Entitlements and the New Shares are not being offered to the public within New Zealand other than to existing shareholders of Ora Gold with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. The offer of New Shares is non- renounceable in favour of members of the public.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This

Ora Gold Limited - Offer Booklet 2021