Important Information

1. DATE

This Prospectus (Prospectus) of Armada Metals Limited ACN 649 292 080 (Armada Metals or the Company) is dated 9 November 2021. It was lodged with the Australian Securities and Investments Commission (ASIC) on that date .

The Offer set out in this Prospectus is an invitation to apply for fully paid ordinary shares in the capital of the Company (Shares). This Prospectus is issued by the Company for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). Neither ASIC nor ASX Limited ACN 008 624 691 (ASX) takes any responsibility for the contents of this Prospectus. No Shares will be allotted or issued on the basis of this Prospectus after the date being 13 months after the date of this Prospectus.

2. APPLICATION FOR OFFICIAL QUOTATION

Application will be made within seven days after the date of this Prospectus for permission for the Shares offered by this Prospectus to be listed for Official Quotation on the securities market operated by ASX.

3. PROSPECTUS DOES NOT PROVIDE INVESTMENT ADVICE

The information provided in this Prospectus is not investment or financial product advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including with respect to financial and taxation issues). It is important that you read this Prospectus carefully and in full before deciding whether to invest in the Company and consider the risks that could affect the performance of the Company. In particular, you should consider the assumptions underlying the Company’s financial information (see Section 9 of this Prospectus) and the investment risks (see Section 7 of this Prospectus) that could affect the business, financial condition and financial performance of the Company. You should carefully consider these risks in light of your personal circumstances (including your investment objectives, financial circumstances and tax position) and seek professional advice from your accountant, financial advisor, stockbroker, lawyer or other professional advisor before deciding whether to invest in Shares. There may be risks in addition to these that should be considered in light of your personal circumstances. Except as required by law, and only to the extent required, no person named in this Prospectus, nor any other person, warrants or guarantees the performance of the Company or the repayment of capital by the Company or any return on investment in Shares made pursuant to this Prospectus.

4. ELECTRONIC PROSPECTUS

This Prospectus will be issued in paper form and as an electronic Prospectus, which may be accessed within Australia by eligible investors via the Company’s website at www.armadametals.com.au. If you access an electronic copy of this Prospectus, the following conditions apply: \ the offer of Shares pursuant to the electronic Prospectus is only available to residents of Australia and is not available to persons in other jurisdictions in which it may not be lawful to make an offer under this Prospectus; and \ you must access, download and read the electronic Prospectus in full. The Corporations Act prohibits any person passing onto another person the Application Form unless it is attached to, or accompanied by, the complete and unaltered version of the Prospectus. During the Offer Period, any eligible person may obtain a hardcopy of this Prospectus at no cost by contacting the Company by email at: vanessa.chidrawi@boardroomlimited.com.au.

5. FOREIGN JURISDICTIONS

This Prospectus does not constitute an offer in any place in which, or to persons to whom, it would not be lawful to make the Offer. Distribution of this Prospectus (in electronic or hardcopy form) in jurisdictions outside Australia may be restricted by law, and persons who come into possession of this Prospectus outside Australia should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or resold in the United States or to, or for the benefit of, any “US Person” (as defined in Regulation S under the Securities Act) except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. Neither this Prospectus nor any Application Form or other materials relating to the Offer may be distributed in the United States. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty made by the applicant to the Company that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act) .

The Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who: \ is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; \ meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; \ is large within the meaning of clause 39 of Schedule 1 of the FMC Act; \ is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or \ is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in respect of the Shares. The Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together, relevant persons). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.

Mauritius

In accordance with the Securities Act 2005 of Mauritius, no offer of Shares may be made to the public in Mauritius without the prior approval of the Mauritius Financial Services Commission. Accordingly, an offer of New Shares is being made on a private placement basis only to “sophisticated investors” (as defined in the Securities Act 2005) and does not constitute a public offering in Mauritius. As such, this document has not been approved or registered by the Mauritius Financial Services Commission and is for the exclusive use of sophisticated investors. The document may not be distributed to other persons in Mauritius.

6. NO AUTHORITY

No person is authorised to give any information or to make any representation regarding the Offer. Any information or representation in relation to the Offer which is not contained in this Prospectus may not be relied upon as having been authorised by Armada Metals or its Directors.

7. EXPOSURE PERIOD

This Prospectus is subject to an Exposure Period of seven days from the date of lodgement with ASIC in accordance with Chapter 6D of the Corporations Act. This Exposure Period may be extended by ASIC for a further period of up to seven days. If this Prospectus is found to be deficient, Applications received during the Exposure Period will be dealt with in accordance with section 724 of the Corporations Act. Applications received prior to the expiration of the Exposure Period will not be processed until after the end of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period and all Applications received during the Exposure Period will be treated as if they were simultaneously received on the date that the Offer opens.

8. SPECULATIVE

Any investment in the Shares offered under this Prospectus is highly speculative in nature. The Shares offered under this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares. Applicants should read this document in its entirety and carefully consider whether the Shares offered under this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 7 of this Prospectus for details of key risks applicable to an investment in the Shares. If prospective investors have any doubt or have any questions about any aspect of the Offer under this Prospectus or the Shares, they should consult with their professional advisors before deciding whether to apply for Shares. Persons wishing to subscribe for Shares offered under this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of the Company, as well as the rights and liabilities attached to the Shares offered under this Prospectus.

9. PRIVACY STATEMENT

If you make an Application, you will be required to provide the Company and the Share Registry with certain personal information to: \ facilitate the assessment of the Application; \ enable the Company to assess the needs of applicants and provide appropriate facilities and services for applicants; and \ carry out appropriate administration. The Corporations Act and Australian tax laws require some of this personal information to be collected. The Company and the Share Registry may be required to disclose this information to: \ third parties who carry out functions on behalf of the Company; and \ other third parties to whom disclosure is required by law. Applicants may request access to their personal information held by (or on behalf of) the Company by telephoning or writing to the Company Secretary. By submitting an Application Form, you agree that the Company may use the information that you provided on the Application Form for the purposes detailed in this privacy statement and may disclose it for those purposes to the Share Registry, the Company’s related bodies corporate, agents, contractors and third party providers, including mailing houses and professional advisors, and to ASX and regulatory authorities. If an applicant becomes a shareholder, the Corporations Act requires the Company to include information about its shareholders (including name, address and details of the Shares held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a shareholder. Information contained in the Company’s register is also used to facilitate distribution payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its shareholders) and compliance by the Company with its legal and regulatory requirements.

10. MARKET AND INDUSTRY DATA

This Prospectus (and in particular Section 4 of this Prospectus) contains statistics, data and other information (including forecasts and projections) relating to the industry, segment and end-market of the Company (Industry Data) .

The Company has obtained significant portions of the Industry Data from databases and research prepared by third parties, including reports and information prepared by independent experts and other third parties, and other sources. The Industry Data contained in Section 4 of this Prospectus, has been commissioned by the Company and prepared by CRU International (Australia) Pty Ltd (CRU), an independent consulting company that provides data and market analysis on mineral and metal industries. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Investors should note that Industry Data is inherently speculative, subject to uncertainty and not necessarily reflective of actual market conditions. There is no assurance that any of the forecasts or projections in the Industry Data referred to in this Prospectus, including those of CRU, will be achieved. The Industry Data has not been independently prepared or verified by the Company and no representation or warranty is given as to its accuracy or the accuracy of the underlying assumptions used to estimate such Industry Data. The market and industry estimates involve risks and uncertainties and are subject to change based on various factors, including those described in the investment risks set out in Section 7 of this Prospectus.

11. COMPETENT PERSONS STATEMENT

Information in this Prospectus (including the Independent Geologist Report which has been included in Section 5 of this Prospectus) that relates to exploration targets, exploration results and Mineralisation is based on information that has been prepared by CSA Global and was compiled by Mr Tony Donaghy, who is a member of the Professional Geoscientists of Ontario. Mr Donaghy has sufficient experience which is relevant to the style of Mineralisation and type of mineral deposit under consideration, and to the activity being undertaken to qualify as a ‘Competent Person’ as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). Mr Donaghy consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears.

12. FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are generally identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, ‘considers’ or ‘intends’ and other similar words associated with risks and uncertainties.

These forward-looking statements are based on an assessment by the Company of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance, events or outcomes to differ materially from the results, performance, events or outcomes expressed or anticipated in these statements, many of which are beyond the control of Armada Metals and the Directors. Some of the key risk factors that should be considered by prospective investors are set out in Section 7 of this Prospectus. The Company and the Directors cannot and do 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 and investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date of this Prospectus and, except where required by law, the Company does not intend to update or revise any forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus.

13. RISKS

You should read this Prospectus in its entirety and, if in any doubt, consult your professional advisor before deciding whether to apply for Shares under this Prospectus. There are risks associated with an investment in the Company, and the Shares offered under this Prospectus must be regarded as a speculative investment. Please refer to Section 7 of this Prospectus for details relating to risk factors. These and other factors could cause actual results to differ materially from those expressed in any forwardlooking statements.

14. PHOTOGRAPHS AND DIAGRAMS

Photographs used in this Prospectus that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in those photographs endorse this Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Prospectus.

15. CONDITIONS PRECEDENT

The Offer made under this Prospectus and the issue of Shares pursuant to this Prospectus are subject to and conditional on the Company raising the Minimum Subscription of $8,000,000 and satisfying the ASX Listing Rules.

16. MISCELLANEOUS

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to “$” or “A$” are references to Australian dollars.

All references to date and time in this Prospectus are references to the date and time in Sydney, New South Wales, unless otherwise stated. Defined terms and abbreviations used in this Prospectus are detailed in Section 13 of this Prospectus.