WEBSITE DISCLAIMER

Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access.  The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.

Important Notice

Terra Critical Minerals Limited (ACN 650 774 253) (Company) has lodged a prospectus dated 17 January 2024 (Prospectus) with the Australian Securities and Investments Commission (ASIC) for the following offers:

(a)             an offer of up to approximately 5,384,615 options to acquire fully paid ordinary shares in the capital of the Company (Shares) exercisable at $0.30 on or before 6 September 2025 (New Options) to participants in a placement undertaken by the Company as announced on 3 November 2023 (Placement) on the basis of one (1) New Option for every one (1) Share subscribed for and issued under the Placement (Placement Offer); and

(b)             an offer of up to 2,000,000 New Options to Peak Asset Management (Lead Manager) in consideration for lead manager services provided in relation to the Placement (Broker Offer),

(together, the Offers).

The Prospectus is an important document which should be read in its entirety. If, after reading the Prospectus you have any questions about the Offers or any other matter, please contact your professional advisers without delay.

Neither ASIC nor ASX, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

The electronic copy of the Prospectus available on this website does not constitute an offer of, or an invitation to subscribe for, any securities.  You may print out a hard copy of the Prospectus from this website or copy the electronic Prospectus on this website into an electronic file for your personal use only.  You must not alter the contents of this electronic file in any way.

Alternatively, you may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on +61 3 8678 4090 during office hours or by emailing the Company at admin@t92.com.au.

To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption or download.

Applications

• Placement Offer: The Placement Offer is only being extended to participants in the Placement (as identified in the Prospectus). Applications for New Options under the Placement Offer must only be made by participants in the Placement using the application form to be provided by the Company and attached to or accompanying the Prospectus. An application form and instructions on how to apply for New Options under the Placement Offer will only be provided to the participants in the Placement in accordance with the terms of the Prospectus.

• Broker Offer: The Broker Offer is only being extended to Peak Asset Management. Applications for New Options under the Broker Offer must only be made by the Lead Manager (and/or its nominees) using the application form to be provided by the Company and attached to or accompanying the Prospectus. An application form and instructions on how to apply for New Options under the Broker Offer will only be provided to the Lead Manager (and/or its nominees) in accordance with the terms of the Prospectus.

The Corporations Act 2001 (Cth) prohibits any person from passing onto another person an application form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus.

The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic application 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.

If an application form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the application form to be valid. The Company’s decision to treat an application as valid and how to construe, amend or complete the application form, will be final.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, financial, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for subscription and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, financial, legal, business or tax advice.

Persons to whom Offers are available

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia only.  If you are accessing this website from anywhere outside Australia, please do not download the electronic version of the Prospectus.

The Offers do not, and are not intended to, constitute offers in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such offers or to issue the Prospectus.

The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of the Prospectus should observe any of these restrictions. In particular, the Prospectus may not be distributed in the United States or elsewhere outside Australia, except to institutional and professional investors in transactions exempt from local prospectus or registration requirements or investors who can participate in compliance with applicable securities laws.  Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The return of a completed application form will be taken by the Company to constitute a representation and warranty by you that you have complied with these restrictions.

It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any governmental or other consents are required, or whether any formalities need to be observed, to enable them to apply for and be allotted any securities.

Acknowledgement

By clicking “I Accept” below, you acknowledge and agree that:

• You have read and understood the above terms and conditions to access the electronic version of the Prospectus;
• You are an Australian resident and you are requesting a copy of the Prospectus from within Australia;

OR

If you are a non-Australian resident, you have consulted your professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed before accessing the Prospectus; and

• You will not pass onto any other person an application form in respect of any of the Offers unless it is attached to or accompanied by the complete and unaltered electronic version of the Prospectus.

Checkboxes *

• I ACCEPT

Download Prospectus

WEBSITE DISCLAIMER

Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.

Important Notice

Terra Critical Minerals Limited (ACN 650 774 253) (Company) has lodged a prospectus dated 23 May 2023 (Prospectus) with the Australian Securities and Investments Commission (ASIC) for an offer of 10,000,000 fully paid ordinary shares in the capital of the Company (Shares) at an issue price of C$0.2502 per Share to raise up to C$2,502,000 (before associated costs) (Offer).

The Prospectus is an important document which should be read in its entirety. If, after reading the Prospectus you have any questions about the Offer, or any other matter, please contact your professional advisers without delay.

Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

The electronic copy of the Prospectus available on this website does not constitute an offer of, or an invitation to subscribe for, any securities. You may print out a hard copy of the Prospectus from this website or copy the electronic Prospectus on this website into an electronic file for your personal use only. You must not alter the contents of this electronic file in any way.

Alternatively, you may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on +61 3 8678 4090 during office hours or by emailing the Company at admin@t92.com.au.

To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption or download.

Applications

Anyone who wants to acquire securities in the Company will need to carefully consider the Prospectus and complete an application form attached to or accompanied by the Prospectus (Application Form). The completed Application Form must be lodged, and the application monies must be paid, in accordance with the details set out in the Prospectus and Application Form. The Corporations Act 2001 (Cth) prohibits any person from passing onto another person an Application Form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application 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.

If an Application Form is not completed correctly, or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, and how to construe, amend or complete the Application Form, will be final.

It should be noted that, the Company is only extending the Offer to specific investors. Application Forms for the Offer will only be provided by the Company to these parties.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for subscription and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, legal, business, tax or other advice.

Persons to whom Offer is available

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia or Canada (but only in the Province of Ontario) (together, the Permitted Jurisdictions) only. If you are accessing this website from anywhere outside of the Permitted Jurisdictions, please do not download the electronic version of the Prospectus.

The Prospectus does not, and is not intended to, constitute an offer or invitation to apply for securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or to issue the Prospectus.

No action or formality has been taken to permit the offer of securities under the Prospectus in any jurisdiction other than Australia.

It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any governmental or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

Acknowledgement

By clicking “I Accept” below, you acknowledge and agree that:

• You have read and understood the above terms and conditions to access the electronic version of the Prospectus;
• You are an Australian resident and you are requesting a copy of the Prospectus from within Australia;

OR

If you are a non-Australian resident, you have consulted your professional adviser as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed before accessing the Prospectus; and

• You will not pass onto any other person the Application Form unless it is attached to or accompanied by the complete and unaltered electronic version of the Prospectus.

Checkboxes *

• I ACCEPT

Download Prospectus