Prospectus

Website disclaimer

Prospectus
Minerals 260 Limited (ACN 650 766 911) (Company) lodged a prospectus dated 28 February 2025 (Prospectus) with the Australian Securities and Investments Commission (ASIC). A copy of the Prospectus is available on this website. The information on this page does not form part of the Prospectus.

The Prospectus has been prepared to comply with the requirements of the securities laws of Australia, and for use and distribution only in Australia. References to the Prospectus in this disclaimer also includes electronic versions of the Prospectus.

Capitalised terms not otherwise defined have the same meaning as given in the Prospectus.

The Offers

The Prospectus contains details in relation to the offering of:

1. a minimum of 1,666,666,667 fully paid ordinary shares (Shares) and a maximum of 1,833,333,333 Shares at the Offer Price of $0.12 per Share to raise a minimum of $200 million (before costs) and a maximum of $220 million (before costs) (Public Offer);


2. as part of the Public Offer, a Priority Offer to Eligible Shareholders at the Offer Price of $0.12 per Share (Priority Offer);


3. 83,333,333 Consideration Shares to Norton (or its nominee) as partial consideration for the Acquisition; and


4. a total of 21,750,000 Director Options under the Company’s Employee Securities Incentive Plan to Directors (or their respective nominees).

To be eligible to participate in the Priority Offer, an Applicant must be recorded as holding a minimum of one Share on the Company’s Share register and have a registered address in Australia or New Zealand on the Priority Offer Record Date of 28 February 2025.

No Securities will be issued or transferred on the basis of the Prospectus after the expiry date, being 13 months after the date of the Prospectus. Applicants should note that there are two separate Application Forms in respect of the Public Offer: (i) a Priority Offer Application Form for Eligible Shareholders; and (ii) a Public Offer Application Form for all other Applicants under the Public Offer. An application for Shares under the Public Offer can be made by following the instructions on the Application Form accompanying the Prospectus.

The Company will apply to the Australian Securities Exchange (ASX) for re-admission and quotation of the Shares on the ASX within 7 days of the date of the Prospectus. The Director Options will not be quoted (only the resulting Shares issued upon exercise of those Options will be quoted).

The Prospectus is an important document that should be read in its entirety before deciding whether to participate in the Offers (as the context requires). If after reading the Prospectus, you have questions about the Offers, you should contact your stockbroker, accountant or other professional.

Important information

The Prospectus (including the Application Forms) is available electronically through this website. A free paper copy of the Prospectus is available from the Company upon request. Neither ASIC nor ASX take any responsibility for the contents of the Prospectus or the investment to which it relates.

The information contained in the Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. The Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its Securities or any other financial products.

The Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company. There are risks associated with an investment in the Company. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company. There may also be risks in addition to these that should be considered in light of your personal circumstances.

If you do not fully understand the Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company.

No person named in the Prospectus warrants or guarantees the Company’s performance, the repayment of capital by the Company or any return on investment made pursuant to the Prospectus.

Warning

It is not practicable for the Company to comply generally with the securities laws of overseas jurisdictions having regard to the cost of complying with regulatory requirements in each relevant jurisdiction. An offer made pursuant to this Prospectus is not made to persons or in places which would not be lawful to make the offer. No action has been taken to register the Offers under this Prospectus or otherwise permit the Offers to be made in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law in those jurisdictions and therefore persons who come into possession of this Prospectus should observe any such restrictions. Failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer of Securities in any jurisdiction in which it would be unlawful. In particular, this Prospectus may not be distributed to any person, and the Securities may not be offered or sold, in any country outside Australia.

The Prospectus must not be released or distributed in the United States or to, or for the account or benefit of, any person in the United States, or in any jurisdiction outside of Australia where distribution may be restricted by law. The Prospectus does not constitute an offer of Securities in the United States or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act of 1933, (US Securities Act), as amended), or under the securities law of any state or other jurisdiction of the United States or to any person to whom it would not be lawful outside Australia. The Securities offered under the Prospectus have not been and will not be registered under the US Securities Act, as amended, or under the securities laws of any state or other jurisdiction of the United States. Any Securities described in, or sold pursuant to, the Prospectus may not be offered or sold in the United States or to, or for the account or benefit of, any person in the United States absent registration under the US Securities Act or pursuant to an applicable exemption from, or a transaction not subject to, such registration, or to any person to whom it would not be lawful outside Australia.

Exposure Period

The Corporations Act 2001 (Cth) (Corporations Act) prohibits the Company from processing applications for Securities under this Prospectus (Applications) in the seven day period after the Prospectus Date (Exposure Period). This period may be extended by ASIC for a further period of up to seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by ASIC and market participants prior to the raising of funds under the Public Offer. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period.

Electronic Prospectus

You should ensure that any copy of the Prospectus you view or print is completely downloaded. 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 on download.

Acknowledgements

The information on this website is provided for information purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

By proceeding and accessing the Prospectus on this website, you confirm, warrant and agree that:

1. you are a resident of Australia accessing this website from within Australia;


2. you are not in the United States nor are you a US person nor a person acting for the account or benefit of a US person; and


3. you will not make a copy of the Prospectus available to, or distribute a copy of the Prospectus to, or for the account or benefit of, any US person or any person in any other place in which, or to any other person to whom, it would be unlawful to do so.

The distribution of the Prospectus (including an electronic copy) outside Australia may be restricted by law. If you come into possession of the Prospectus outside Australia you should observe any such restrictions and should seek your own advice on those restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.