NMT Neometals Ltd

Notes to key dates

This timetable (and each reference to it or to dates in it in this Offer Booklet) is indicative only and subject to change without notice. All times and dates in the timetable refer to Perth time.

NMT reserves the right to amend any or all of these dates and times subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, NMT reserves the right to extend the Closing Date for the Entitlement Offer, to accept late Applications under the Entitlement Offer (either generally or in particular cases) and to withdraw the Entitlement Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the allotment date of New Shares.

The commencement of quotation of New Shares is subject to confirmation from the ASX.

NMT also reserves the right not to proceed with the Entitlement Offer in whole or in part at any time prior to allotment and issue of the New Shares. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants.

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been accepted.

Eligible Shareholders wishing to participate in the Entitlement Offer are encouraged to make an Application as soon as possible after the Entitlement Offer opens.

Enquiries

If you have any doubt about whether you should participate in the Entitlement Offer, you should seek professional financial advice from your stockbroker, solicitor, accountant, or other professional adviser before making any investment decision.

If you have questions on how to take up your Entitlement or have lost your Entitlement and Acceptance Form and would like a replacement form, please call NMT directly on +61 8 9322 1182 between 8.30am and 5.00pm (Perth time) on Monday to Friday, before the Entitlement Offer closes at 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended).

If you are an Eligible Shareholder,[4] you may take one of the following actions:

·                 Take up all of your Entitlement or take up all of your Entitlement and apply for additional New Shares under the Top Up Facility (see Section 3.3 of this Offer Booklet).

·                 Take up part of your Entitlement and allow the balance to lapse (see Section 3.4 of this Offer Booklet).

·                 Do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements (see Section 3.5 of this Offer Booklet).

The Entitlement Offer closes at 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended).

If you are a Shareholder that is not an Eligible Shareholder, you are an "Ineligible Shareholder". Ineligible Shareholders are not entitled to participate in the Entitlement Offer.

2.1          Overview

Under the Entitlement Offer, NMT is offering Eligible Shareholders the opportunity to subscribe for 1 New Share for every 12 Existing Shares held on the Record Date at the Offer Price.

The Entitlement Offer is intended to raise a maximum of approximately $5 million (before costs), assuming all of the New Shares offered under the Entitlement Offer are subscribed for. Eligible Shareholders who take up their full Entitlement may also participate in the Top Up Facility by applying for additional New Shares in excess of their Entitlement at the Offer Price (subject to compliance with applicable laws and to the terms set out in this Offer Booklet). The Entitlement Offer is not underwritten so if there is a Shortfall, NMT may not raise the full amount sought under the Entitlement Offer.

The Entitlement Offer is non-renounceable, which means that the Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately.

New Shares issued under the Entitlement Offer are to be issued at the same price as New Shares issued under the Placement. If you do not participate in the Entitlement Offer, you will not receive any value for your Entitlement.

Please refer to the ASX Announcement and the Investor Presentation included in this Offer Booklet for information on the rationale for the Entitlement Offer, the use of proceeds of the Entitlement Offer, and for further information on NMT.[6]

2.2          Purpose of Offer

The proceeds from the Offer, together with existing cash on hand, will be used for:

·                 LiB recycling development

·                 lithium and vanadium technology research and development

·                 Barrambie Gold and Titanium

·                 staff, general and administrative costs

2.3          Placement

NMT has already raised approximately $4 million (before costs) from institutional investors and sophisticated investors as part of the Placement, at the Offer Price.

New Shares were issued under the Placement on Friday, 18 October 2024.

2.4          Entitlement Offer

The Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73) which allows rights issues to be offered without a prospectus, provided certain conditions are satisfied.

As a result, the Entitlement Offer is not being made under a prospectus and it is important for Eligible Shareholders to read and understand the information on NMT and the Entitlement Offer made publicly available prior to taking up all or part of their Entitlement. In particular, please refer to the materials in Section 4 of this Offer Booklet and other announcements made by NMT (available at www.asx.com.au) and all other parts of this Offer Booklet carefully before making any decisions in relation to your Entitlement.

Each Eligible Shareholder is entitled to subscribe for 1 New Share for every 12 Existing Shares held on the Record Date. In addition, Eligible Shareholders who take up their full Entitlement may also participate in the Top Up Facility by applying for additional New Shares in excess of their Entitlement at the Offer Price.

The Entitlement Offer is non-renounceable. This means that Eligible Shareholders who do not take up their Entitlements by the Closing Date, will not receive any payment or value for those Entitlements, and their proportionate equity interest in NMT will be diluted.

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 12 Existing Shares you held as at the Record Date. There is no minimum subscription to participate in the Entitlement Offer. Fractional entitlements to New Shares have been rounded up to the nearest whole number of New Shares.

New Shares issued pursuant to the Entitlement Offer will be fully paid and rank equally with Existing Shares on issue.

If you take no action, you will not be allocated any New Shares and your Entitlement will lapse.

Please consult your financial adviser, accountant, or other professional adviser if you have any queries or are uncertain about any aspect of the Entitlement Offer. In particular, please refer to the "Key Risks" section of the Investor Presentation (see Section 4 of this Offer Booklet).

2.5          Eligibility of Shareholders

The Entitlement Offer is being offered to Eligible Shareholders only.

"Eligible Shareholders" are Shareholders as at 5pm (Perth time) on the Record Date who:

·                 are registered as a holder of Existing Shares;

·                 have a registered address in Australia or New Zealand or persons that NMT has determined in its discretion are Eligible Shareholders in compliance with applicable law;

·                 are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States in respect of the relevant underlying holders of Existing Shares; and

·                 are eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus or other formal offer document to be lodged or registered.

Ineligible Shareholders are Shareholders who are not Eligible Shareholders.

NMT has determined that it is unreasonable to extend the Entitlement Offer to Ineligible Shareholders because of the small number of such Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable regulations in jurisdictions outside Australia and New Zealand, but reserves its right to do so (subject to compliance with the applicable laws). NMT and the Lead Manager disclaim any liability in respect of the exercise or otherwise of that determination and discretion, to the maximum extent permitted by law.

2.6          Placement of Shortfall

Any Entitlements not taken up under the Entitlement Offer (or subscribed for under the Top Up Facility) will form the Shortfall. NMT reserves the right to place any Shortfall Shares at its discretion (including in conjunction with the Lead Manager). Any Shortfall must be issued within three months after the Closing Date and at a price per New Share that is not less than the Offer Price. Shortfall Shares will not be allocated or issued where NMT considers that to do so would result in a breach of the Corporations Act, the Listing Rules or any other relevant regulation or law.

2.7          No underwriting

The Entitlement Offer is not underwritten. Accordingly NMT may not raise the maximum proceeds of approximately $5 million (before costs) sought under the Entitlement Offer.

3.1          Your Entitlement

An Entitlement and Acceptance Form setting out your Entitlement (calculated as 1 New Share for every 12 Existing Shares held on the Record Date with fractional entitlements rounded up to the nearest whole number of New Shares) accompanies this Offer Booklet. Eligible Shareholders may subscribe for all or part of their Entitlement. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding.

Any New Shares not taken up by the Closing Date may be made available to those Eligible Shareholders who took up their full Entitlement and applied for additional New Shares under the Top Up Facility. There is no guarantee that such Shareholders will receive any New Shares applied for under the Top Up Facility. New Shares under the Top Up Facility will only be allocated to Eligible Shareholders if available and then only if and to the extent that NMT so determines, in its absolute discretion.

Please note that the Entitlement stated on your Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Shares on behalf of a person in the United States (refer to the definition of Eligible Shareholders in Section 2.5 of this Offer Booklet).

Eligible Shareholders who hold Shares in the capacity as trustee, nominee, or custodian (or in any other capacity) for a person that is in the United States cannot take up Entitlements or purchase New Shares on behalf of that person. See Section 3.12 of this Offer Booklet for the notice to nominees and custodians.

Eligible Shareholders should be aware that an investment in NMT involves both known and unknown risks. The key risks identified by NMT are set out in the section entitled 'Key Risks' of the Investor Presentation (enclosed in Section 4 of this Offer Booklet).

3.2          Options available to you

The number of New Shares to which Eligible Shareholders are entitled is shown on the accompanying Entitlement and Acceptance Form.

Eligible Shareholders may:

·                 Take up all of your Entitlement and, if you do so, you may apply for additional New Shares under the Top Up Facility (see Section 3.3 of this Offer Booklet).

·                 Take up part of your Entitlement and allow the balance to lapse (see Section 3.4 of this Offer Booklet).

·                 Do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements (see Section 3.5 of this Offer Booklet).

The Entitlement Offer is an offer to Eligible Shareholders only. Ineligible Shareholders may not participate in the Entitlement Offer.

NMT reserves the right to reject any Application that is not correctly completed or that is received after the Closing Date.

The Closing Date for acceptance of the Entitlement Offer is 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended).

3.3          Taking up all of your Entitlement or taking up all of your Entitlement and participating in the Top Up Facility

If you wish to take up all or part of your Entitlement, payment will only be accepted through BPAY® or via EFT (for Eligible Shareholders with a registered address in New Zealand). Instructions for payment via BPAY® or via EFT are set out on the personalised Entitlement and Acceptance Form or available online from the Entitlement Offer open date at www.computersharecas.com.au/nmtoffer.

Payment must be received by the Share Registry by no later than 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended).

If you apply to take up all of your Entitlement, you may also apply for additional New Shares under the Top Up Facility. Any amounts received by NMT in excess of the Offer Price multiplied by your full Entitlement may be treated as an Application to apply for as many additional New Shares under the Top Up Facility as your Application Monies will pay for in full.

If you choose to apply for additional New Shares under the Top Up Facility and if your Application is successful (in whole or in part), your New Shares will be issued to you at the same time that other New Shares are issued under the Entitlement Offer. Additional New Shares under the Top Up Facility will only be allocated to Eligible Shareholders if available. If you apply for additional New Shares, there is no guarantee that you will be allocated any additional New Shares.

3.4          Taking up part of your Entitlement and allowing the balance to lapse

If you wish to take up part of your Entitlement, payment will only be accepted through BPAY® or EFT (for Eligible Shareholders with a registered address in New Zealand). Instructions for payment via BPAY® and EFT are set out on the personalised Entitlement and Acceptance Form or available online from the offer open date at www.computersharecas.com.au/nmtoffer.

Payment must be received by the Share Registry by no later than 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended).

If NMT receives an amount that is less than the Offer Price multiplied by your Entitlement, your payment may be treated as an Application for as many New Shares as your Application Monies will pay for in full.

Eligible Shareholders who do not take up their Entitlements in full will not receive any value for those Entitlements they do not take up.

The portion of your Entitlement not taken up will lapse without further action by you.

3.5          Allow your Entitlement to lapse

If you do not wish to take up all or any part of your Entitlement, do not take any further action and all or that part of your Entitlement will lapse.

By allowing your Entitlement to lapse you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement. Your percentage interest in NMT will also be reduced as a result of the Entitlement Offer.

3.6          Consequences of not taking up all or part of your Entitlement

If you do not accept all or part of your Entitlement in accordance with the instructions set out above, those New Shares for which you would have otherwise been entitled under the Entitlement Offer (including New Shares that relate to the portion of your Entitlement that has not been accepted) may be acquired by Eligible Shareholders under the Top Up Facility.

By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement and you will not receive any value for your Entitlement. Eligible Shareholders who do not participate fully in the Entitlement Offer will have their percentage holding in NMT reduced.

All Shareholders (other than those Shareholders who have participated in the Placement pro rata to their existing shareholding in NMT), including those Eligible Shareholders who participate in the Entitlement Offer, will have their percentage holding in NMT reduced by the Placement.

3.7          Payment and refunds

Payment should be made using BPAY® if possible. All payments must be made in Australian dollars (A$). Eligible Shareholders with a registered address in New Zealand who do not have an Australian bank account will be able to pay by EFT (refer to Section 3.9 of this Offer Booklet).

Cash payments will not be accepted. Receipts for payment will not be issued.

NMT will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement.

Any Application Monies received for more than your final allocation of New Shares or any scale back in respect of New Shares applied for under the Top Up Facility will be refunded as soon as practicable after the close of the Entitlement Offer. No interest will be paid to Applicants on any Application Monies received or refunded.

Refund amounts, if any, will be paid in Australian dollars. You will be paid either by direct credit to the nominated bank account as noted on the share register as at the Closing Date or by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders). If you wish to advise or change your banking instructions with the Share Registry you may do so by calling the information line on 1300 850 505 (for callers within Australia) or +61 3 9415 4000 (for callers outside Australia) between 8.30am and 5.00pm (AEDT) on Monday to Friday.

No interest will be paid to Applicants on any Application Monies received or refunded.

If you are unable to pay by BPAY® please call NMT directly on +61 8 9322 1182 between 8.30am and 5.00pm (Perth time) on Monday to Friday before the Entitlement Offer closes at 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended) and refer below to Section 3.9 of this Offer Booklet.

3.8          Payment by BPAY®

For payment by BPAY®, please follow the instructions on the personalised Entitlement and Acceptance Form or available online from the offer open date at www.computersharecas.com.au/nmtoffer. You can only make payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

If you are paying by BPAY®, please make sure you use the specific Biller Code and your unique Customer Reference Number (CRN) on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding your Application will not be recognised as valid.

Please note that by paying by BPAY®:

·                 you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form and in Section 3.10 of this Offer Booklet; and

·                 if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY® payment is received by the Share Registry by no later than 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended). You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.

3.9          Payment by EFT (for Eligible Shareholders with a registered address in New Zealand only)

If you are an Eligible Shareholder with a registered address in New Zealand who does not have an Australian bank account, you are encouraged to pay via EFT. To pay via EFT you will need to:

·                 in accordance with the instructions on your personalised Application Form, make payment to the Entitlement Offer bank account using your Reference Number as the reference for your deposit; and

·                 ensure that your payment for the appropriate amount is received by the Registry before 5pm (Perth time) on Wednesday, 30 October 2024. Financial institutions may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment.

Please note that by paying by EFT:

·                 you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form and in Section 3.10 of this Offer Booklet; and

·                 if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your EFT will be processed on the day of receipt.

The Entitlement Offer bank account details, and your Reference Number, are set out on your personalised Application Form.

3.10        Payment through BPAY® or EFT is binding

A payment made through BPAY® or EFT constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Offer Booklet and, once lodged or paid, cannot be withdrawn. If an Application is not completed correctly it may still be treated as a valid Application for New Shares. NMT's decision whether to treat an Application as valid is final.

By making a payment by BPAY® or EFT you will also be deemed to have acknowledged, represented, and warranted on behalf of each person on whose account you are acting that:

·                 you are (or the person whose account you are acting is) an Eligible Shareholder;

·                 you have received, and read and understand this Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;

·                 you agree to be bound by the terms of the Entitlement Offer, the provisions of this Offer Booklet (and accompanying Entitlement and Acceptance Form), and NMT's constitution;

·                 you authorise NMT to register you as the holder(s) of New Shares allotted to you under the Entitlement Offer;

·                 all details and statements in the personalised Entitlement and Acceptance Form are complete, accurate and up to date;

·                 if you are a natural person, you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;

·                 you accept that there is no cooling off period under the Entitlement Offer and that once NMT receives any payment of Application Monies via BPAY® or EFT, you may not withdraw your Application or funds provided except as allowed by law;

·                 you agree to apply for and be issued up to the number of New Shares for which you have submitted payment of any Application Monies via BPAY® or EFT at the Offer Price per New Share;

·                 you authorise NMT, the Lead Manager, the Share Registry and their respective officers, employees or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;

·                 you acknowledge and agree that:

‒             determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and Share Registry constraints and the discretion of NMT and/or the Lead Manager; and

‒             each of NMT and the Lead Manager, and each of their respective related body corporates and affiliates, disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law;

·                 you declare that you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date and are an Eligible Shareholder;

·                 the information contained in this Offer Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation, or particular needs;

·                 this Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in NMT and is given in the context of NMT's past and ongoing continuous disclosure announcements to ASX;

·                 you have read the statement of risks in the 'Key Risks' section of the Investor Presentation in Section 4 of this Offer Booklet, and that an investment in NMT is subject to risks;

·                 none of NMT, the Lead Manager nor their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the New Shares or the performance of NMT, nor do they guarantee the repayment of capital from NMT;

·                 you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Entitlement Offer and of your holding of Shares on the Record Date;

·                 you authorise NMT to correct any errors in your Application;

·                 you acknowledge that if you are accessing your personalised Entitlement and Acceptance Form and the Offer Booklet on an internet website, you are responsible for protecting against viruses and other destructive items which might compromise confidentiality and your details and that your use of the online Offer Booklet or the Entitlement Offer website at www.computersharecas.com.au/nmtoffer is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses, items of a destructive nature or items which might compromise confidentiality;

·                 you acknowledge that, if you are receiving this Offer Booklet in an electronic form, documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of NMT or its Beneficiaries accepts any liability or responsibility whatsoever (including for any fault or negligence) in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from the Share Registry;

·                 the law of any place does not prohibit you from being given this Offer Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an Application for New Shares and that you are otherwise eligible to participate in the Entitlement Offer;

·                 for the benefit of NMT, the Lead Manager, and their respective related bodies corporate and affiliates, you acknowledge that you are not in the United States and you are not acting for the account or benefit of a person in the United States and you are not otherwise a person to whom it would be illegal to make an offer of or issue of New Shares under the Entitlement Offer and under any applicable laws and regulations;

·                 you understand and acknowledge that the Entitlement and the New Shares have not been, and will not be, registered under the U.S. Securities Act or under the laws of any state or other jurisdiction of the United States and that, accordingly the Entitlements may not be taken up or exercised by a person in the United States and the New Shares may not be offered or sold, directly or indirectly, in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable US state securities laws;

·                 you are subscribing for or purchasing the New Shares outside the United States in an "offshore transaction" (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act;

·                 you are not engaged in the business of distributing securities;

·                 you and each person on whose account you are acting have not and will not send any materials relating to the Entitlement Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States, or to any country outside Australia and New Zealand;

·                 if, in the future, you decide to sell or otherwise transfer the New Shares acquired under the Entitlement Offer, you will only do so in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act, including in regular way transactions on the ASX or otherwise where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States;

·                 you are eligible under applicable securities laws to exercise Entitlements and acquire New Shares under the Entitlement Offer;

·                 if you are acting as a nominee, trustee or custodian:

‒             where any holder is acting as a nominee, trustee or custodian for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Entitlement Offer is compatible with applicable foreign laws and that this is not the responsibility of NMT;

‒             each beneficial holder on whose behalf you are submitting an Application is resident in Australia and New Zealand and is not in the United States, and you are not acting for the account or benefit of a person in the United States (to the extent you hold Shares for the account or benefit of a person in the United States), or any other country except as NMT may otherwise permit in compliance with applicable law; and

‒             you have only sent this Offer Booklet, the Entitlement and Acceptance Form and any information relating to the Entitlement Offer to such permitted beneficial Shareholders; and

·                 you make all other representations and warranties set out in this Offer Booklet.

3.11        Brokerage

No brokerage fee is payable by Eligible Shareholders who accept their Entitlement.

3.12        Notice to nominees and custodians

The Entitlement Offer is being made to all Eligible Shareholders.

Nominees with registered addresses in Australia and New Zealand may also be able to participate in the Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Shareholder.

Nominees and custodians who hold Shares as nominees or custodians should note in particular that the Entitlement Offer is not available to:

·                 beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an Eligible Shareholder; or

·                 Shareholders who are not eligible under all applicable securities laws to receive an offer under the Entitlement Offer.

In particular, persons acting as nominees or custodians for other persons may not take up Entitlements on behalf of, or send any documents relating to the Entitlement Offer to, any person in the United States.

NMT is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares.

3.13        Rights of NMT

For the avoidance of doubt, NMT reserves the right (in its absolute sole discretion) to reduce the number of Entitlements or New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claims prove to be overstated or if they (or their nominees/custodians) fail to provide information to substantiate their claims. In that case NMT may, in its discretion, require the relevant Shareholder to transfer excess New Shares to a nominee (including the Lead Manager) at the Offer Price per New Share. If necessary, the relevant Shareholder may need to transfer Existing Shares held by them or purchase additional Shares on-market to meet this obligation. The relevant Shareholder will bear any and all losses and expenses caused by subscribing for New Shares in excess of their Entitlement and any actions they are required to take in this regard.

By applying under the Entitlement Offer (including under the Top Up Facility), you irrevocably acknowledge and agree to do the above as required by NMT in its absolute discretion. You acknowledge that there is no time limit on the ability of NMT to require any of the actions set out above.

NMT also reserves the right to reject any acceptance of an Entitlement that it believes comes from a person who is not eligible to accept an Entitlement.

3.14        Withdrawal of the Entitlement Offer

Subject to applicable law, NMT reserves the right to withdraw the Entitlement Offer at any time before the issue of New Shares, in which case NMT will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest being payable to Applicants.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to NMT will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to NMT.

Refund amounts, if any, will be paid in Australian dollars. You will be paid either by direct credit to the nominated bank account as noted on the NMT share register as at the Closing Date or by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders).

3.15        Risks

Eligible Shareholders should be aware that an investment in NMT involves risks. The key risks identified by NMT are set out in the Investor Presentation in Section 4 of this Offer Booklet, but these are not an exhaustive list of the risks associated with an investment in the Shares. You should consider these rights carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Entitlement Offer.

3.16        Enquiries

If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions regarding the Entitlement Offer, please contact NMT directly on +61 8 9322 1182 between 8.30am and 5.00pm (Perth time) on Monday to Friday, before the Entitlement Offer closes at 5pm (Perth time) on Wednesday, 30 October 2024 (unless extended). If you have any further questions, you should contact your stockbroker, solicitor, accountant, or other professional adviser.

5.1          Responsibility for this Offer Booklet

This Offer Booklet (including the enclosed ASX Announcement and Investor Presentation and attached Entitlement and Acceptance Form) has been prepared by NMT. No party other than NMT has authorised or caused the issue of this Offer Booklet, or takes any responsibility for, or makes or gives any statements, representations, or undertakings in, this Offer Booklet.

5.2          Date of this Offer Booklet

This Offer Booklet is dated Monday, 21 October 2024. Subject to the following paragraph, statements in this Offer Booklet are made only as of the date of this Offer Booklet unless otherwise stated and the information in this Offer Booklet remains subject to change without notice. NMT is not responsible for updating this Offer Booklet.

The ASX Announcement and Investor Presentation set out in Section 4 of this Offer Booklet are current as at the date on which they were released. There may be additional announcements that are made by NMT (including after the date of this Offer Booklet) that may be relevant to your consideration of whether to take up your Entitlement. Therefore, it is prudent that you check whether any further announcements have been made by NMT before submitting an Application.

5.3          Ranking of New Shares

The New Shares issued under the Entitlement Offer will be fully paid and rank equally with Existing Shares with effect from their date of issue.

The rights attaching to the New Shares are set out in NMT's constitution and are regulated by the Corporations Act, Listing Rules, and general law.

5.4          Allotment, quotation, and trading

NMT will apply for quotation of the New Shares on ASX in accordance with Listing Rule requirements.

Subject to ASX approval being granted, it is expected that the New Shares allotted under the Entitlement Offer will commence trading on a normal basis on Thursday, 7 November 2024. Application Monies will be held by NMT on trust for Applicants until the New Shares are allotted. No interest will be paid on Application Monies, and any interest earned on Application Monies will be for the benefit of NMT and will be retained by NMT irrespective of whether New Shares are issued. If ASX does not grant quotation of the New Shares, NMT will repay all Application Monies (without interest).

It is the responsibility of Applicants to determine the number of New Shares allotted and issued to them prior to trading in such Shares.

5.5          CHESS

NMT is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by NMT. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely on upon paper documentation.

Electronic registers means that NMT will not issue certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Booklet. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further, monthly statements will be provided to holders if there have been any changes in their security holding in NMT during the preceding month.

5.6          Reconciliation

In any entitlement offer, investors may believe that they own more Existing Shares on the Record Date than they ultimately do. This may result in a need for reconciliation to ensure all Eligible Shareholders have the opportunity to receive their full Entitlement.

NMT may need to issue a small quantity of additional New Shares to ensure all Eligible Shareholders have the opportunity to receive their appropriate allocation of New Shares. The price at which these New Shares would be issued, if required, is the same as the Offer Price.

NMT also reserves the right to reduce the number of an Entitlement or New Shares allocated to Eligible Shareholders or persons claiming to be Eligible Shareholders, if their Entitlement claims prove to be overstated, if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are not Eligible Shareholders.

5.7          Lead Manager

Neither the Lead Manager nor any of their respective related bodies corporate and affiliates, nor any of its directors, officers, partners, employees, representatives, agents, consultants, partners or advisers (together, the Lead Manager Parties) have authorised, permitted or caused the issue, despatch or provision of this Offer Booklet and they do not take responsibility for any statements made in this Offer Booklet or any action taken by you on the basis of such information. The Lead Manager has not authorised, approved, or verified any forward-looking statements included in this Offer Booklet. To the maximum extent permitted by law, each Lead Manager Party excludes and disclaims all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Offer Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise, and makes no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of this Offer Booklet.

The Lead Manager Parties take no responsibility for any part of the Offer Booklet or liability (including, without limitation, any liability arising from fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage whatsoever arising from the use of any part of the Offer Booklet or otherwise arising in connection with it.

None of the Lead Manager Parties make any recommendations as to whether you or your related parties should participate in the Entitlement Offer, nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager Parties in relation to the New Shares or the Entitlement Offer generally.

5.8          Continuous disclosure

NMT is a "disclosing entity" under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules, including the preparation of annual reports and half yearly reports. Please refer to the annual report for the financial year ended 30 June 2024 as released to ASX on 26 September 2024 and the half year results for the 6 months ended 31 December 2023 as released to ASX on 14 March 2024.

NMT is required to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the stock markets conducted by ASX. In particular, NMT has an obligation under the Listing Rules (subject to certain exceptions) to notify ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of NMT shares. That information is available to the public from ASX.

Some documents are required to be lodged with ASIC in relation to NMT. These documents may be obtained from, or inspected at, an ASIC office, subject to any changes in access given the current circumstances.

5.9          Impact on control

The potential effect the Entitlement Offer will have on control of NMT, and the consequences of that effect, will depend on a number of factors, including the extent to which Eligible Shareholders take up their Entitlements under the Entitlement Offer and subscribe for New Shares under the Top Up Facility. In particular:

·                 the Entitlement Offer is structured as a pro-rata issue. If all Eligible Shareholders take up their Entitlements, the ownership interest (and voting power) in NMT of each Eligible Shareholder will remain largely unchanged. To the extent that any Eligible Shareholder fails, or is unable, to take up their Entitlement in full, their percentage holding in NMT will be diluted by those other Eligible Shareholders who take up some or all of their Entitlements, or who subscribe for additional New Shares under the Top Up Facility;

·                 the Entitlement Offer is not underwritten. If an Eligible Shareholder takes-up their full Entitlement under the Entitlement Offer (or subscribes for additional New Shares under the Top Up Facility), but the Entitlement Offer is not otherwise fully subscribed, the holding of that Eligible Shareholder may increase;

·                 the voting power of Ineligible Shareholders will be diluted as a result of the Entitlement Offer;

·                 NMT also undertook the Placement to raise gross proceeds of approximately $4 million. Should the Entitlement Offer be fully subscribed, New Shares issued under the Placement will represent approximately 5.6% of the Shares on issue following completion of both the Placement and the Entitlement Offer. Accordingly, existing Shareholders will be diluted by the Placement, even if they take up their Entitlements under the Entitlement Offer (but subject to any subscription for New Shares under the Top-Up Facility); and

·                 it is not currently anticipated that any Shareholder or investor will increase their relevant interest above 20% as a result of participating in the Entitlement Offer or the Placement.

In light of these factors, and given the structure of the Entitlement Offer as a pro-rata issue and the current level of substantial holdings (based on substantial holder notices that have been lodged on or prior to the date of this notice), the Entitlement Offer is not expected to have a material consequence on the control of NMT.

5.10        No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been made or accepted.

5.11        Rounding of Entitlements

Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.

5.12        Not financial product or investment advice

This Offer Booklet and the accompanying Entitlement and Acceptance Form is for information purposes only and is not a prospectus, disclosure document or other offering document under the Corporations Act or any other law and has not been lodged with ASIC. It is also not financial product or investment advice or a recommendation to acquire New Shares and has been prepared without taking into account your objectives, financial circumstances, or particular needs. This Offer Booklet should not be considered to be comprehensive and does not purport to contain all the information that you may require to make a decision about whether to submit an Application and invest in New Shares. This Offer Booklet should be read in conjunction with NMT's other periodic statements and continuous disclosure announcements lodged with ASX which are available at www.asx.com.au.

Before making an investment decision, you should consider the appropriateness of the information in this Offer Booklet having regard to your own objectives, financial situation and needs and seek legal and taxation advice appropriate to your jurisdiction. If you have any questions about whether you should participate in the Entitlement Offer, you should seek professional financial advice before making any investment decision. NMT is not licensed to provide financial product advice in respect of New Shares.

5.13        Taxation

There may be tax implications associated with participating in the Entitlement Offer and receiving New Shares. The potential tax effects of participating in the Entitlement Offer will vary between investors. NMT considers that it is not appropriate to give advice regarding the tax consequences of subscribing for New Shares under this Offer Booklet or the subsequent disposal of any New Shares. Consequently, NMT strongly advises that all investors should satisfy themselves of any possible tax consequences by consulting their own professional tax adviser before deciding whether or not to participate in the Entitlement Offer.

5.14        Financial data

All dollar values are in Australian dollars ($A).

All financial data is presented as at Friday, 11 October 2024 unless otherwise stated.

5.15        Ineligible Shareholders

All Shareholders who do not satisfy the criteria to be Eligible Shareholders are Ineligible Shareholders. Ineligible Shareholders are not entitled to participate in the Entitlement Offer, unless NMT otherwise determines.

The restrictions upon eligibility to participate in the Entitlement Offer arise because NMT has determined, pursuant to Listing Rule 7.7.1(a) and section 9A(3)(a) of the Corporations Act, that it would be unreasonable to extend the Entitlement Offer to Ineligible Shareholders. This decision has been made after taking into account the relatively small number of Ineligible Shareholders, the number and value of New Shares to which those Ineligible Shareholders would otherwise be entitled and the potential costs of complying with legal and regulatory requirements in the jurisdictions in which the Ineligible Shareholders are located in relation to the Entitlement Offer.

NMT, in its absolute discretion, may extend the Entitlement Offer to any Shareholder if it is satisfied that the Entitlement Offer may be made to the Shareholder in compliance with all applicable laws. NMT, in its absolute discretion, reserves the right to determine whether a Shareholder is an Eligible Shareholder or an Ineligible Shareholder. To the maximum extent permitted by law, NMT disclaims all liability in respect of such determination.

The meanings of the terms used in this agreement are set out below.

NMT

Neometals Limited
Level 1, 1292 Hay St
West Perth, WA 6005
Tel: +61 8 9322 1182
https://www.neometals.com.au

Lead Manager

Euroz Hartleys Limited
Level 37, QV1
250 St Georges Terrace
Perth WA 6000

Legal Adviser

Herbert Smith Freehills
Level 11, 1 The Esplanade

Perth WA 6000

Share Registry

Computershare Investor Services
Level 17, 221 St Georges Terrace
Perth WA 6000